Tredegar Corporation (NYSE:TG) Files An 8-K Entry into a Material Definitive Agreement

0

Tredegar Corporation (NYSE:TG) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry Into a Material Definitive Agreement.
On February 1, 2017, The William L. Bonnell Company, Inc.
(Buyer), which is a wholly-owned subsidiary of Tredegar
Corporation (the Company), entered into a Stock Purchase
Agreement (the Purchase Agreement) with Futura Industries
Corporation, Futura Corporation, Susan D. Johnson, The Susan D.
Johnson Trust, Ken Wells and, in his capacity as Sellers
Representative, Brent F. Lloyd (collectively, the Sellers), to
which the Buyer agreed to purchase from the Sellers, and the
Sellers agreed to sell to the Buyer (the Transaction), 100% of
the outstanding shares of capital stock of Futura Industries
Corporation (Futura Industries) for an aggregate purchase price
of approximately $92,000,000, subject to certain adjustments (the
Purchase Price). Completion of the Transaction (the Closing) is
expected to occur on February 15, 2017.
The Purchase Agreement contains customary representations,
warranties, covenants, agreements and indemnification obligations
of the Sellers and the Buyer. At the Closing, the Buyer will
deposit a total of $35,000,000 of the Purchase Price into three
segregated escrow accounts to cover the Sellers indemnification
obligations under the Purchase Agreement.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
The above description of the Purchase Agreement has been included
to provide information regarding the terms of the Purchase
Agreement. It is not intended to provide any other information
about the Company, the Buyer, the Sellers, Futura Industries or
their respective subsidiaries or affiliates. The Purchase
Agreement contains representations and warranties of the parties
thereto that were made solely for the benefit of the other party.
The assertions embodied in those representations and warranties
are qualified by information in confidential disclosure schedules
that the parties have exchanged in connection with signing the
Purchase Agreement. The disclosure schedules contain information
that modifies, qualifies and creates exceptions to the
representations and warranties set forth in the Purchase
Agreement. In addition, such representations and warranties may
apply a contractual standard of materiality that is different
from that generally applicable to shareholders. The
representations and warranties were made for the purposes of
allocating contractual risk between the parties to the Purchase
Agreement and should not be relied upon as a disclosure of
factual information relating to the parties thereto or the
Company.
Item 8.01.
Other Events.
On February 1, 2017, the Company issued a press release
announcing the Transaction. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01.
Financial Statement and Exhibits.
(d)
Exhibits.
2.1
Stock Purchase Agreement, dated as of February 1, 2017,
by and among Futura Industries Corporation, Futura
Corporation, Susan D. Johnson, The Susan D. Johnson
Trust, Ken Wells, The William L. Bonnell Company, Inc.,
and, in his capacity as Sellers Representative, Brent F.
Lloyd. (Schedules and exhibits have been omitted to Item
601(b)(2) of Regulation S-K. The Company agrees to
furnish supplementally to the Securities and Exchange
Commission a copy of any omitted exhibit or schedule upon
request.)
99.1
Press release issued on February 1, 2017.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: February 2, 2017
TREDEGAR CORPORATION
By:
/s/ Michael J. Schewel
Michael J. Schewel
Vice President, General Counsel and Secretary
EXHIBIT INDEX
Exhibit No.
Description
2.1
Stock Purchase Agreement, dated as of February 1, 2017,
by and among Futura Industries Corporation, Futura
Corporation, Susan D. Johnson, The Susan D. Johnson
Trust, Ken Wells, The William L. Bonnell Company, Inc.,
and, in his capacity as Sellers Representative, Brent F.
Lloyd. (Schedules and exhibits have been omitted


About Tredegar Corporation (NYSE:TG)

Tredegar Corporation is engaged, through its subsidiaries, in the manufacture of polyethylene (PE) plastic films, polyester (PET) films and aluminum extrusions. The Company’s segments are PE Films, Flexible Packaging Films and Aluminum Extrusions. PE Films manufactures plastic films, elastics and laminate materials primarily utilized in personal care materials, surface protection films and specialty and optical lighting applications. Flexible Packaging Films consists of Terphane. Flexible Packaging Films produces polyester-based films for use in packaging applications that have specialized properties, such as heat resistance, strength, barrier protection and the ability to accept print graphics. The William L. Bonnell Company, Inc., a division of Bonnell Aluminum (together, Aluminum Extrusions), produce aluminum extrusions primarily for building and construction, automotive, consumer durables, machinery and equipment, electrical and distribution markets.

Tredegar Corporation (NYSE:TG) Recent Trading Information

Tredegar Corporation (NYSE:TG) closed its last trading session down -0.20 at 23.05 with 77,698 shares trading hands.