ASV HOLDINGS, INC. (NASDAQ:ASV) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On May17, 2017, ASV Holdings, Inc. (formerly A.S.V., LLC) (the
Company) completed its underwritten initial public offering (the
IPO) of 3,800,000 shares of the Companys common stock, including
1,800,000 shares sold by the Company and 2,000,000 shares sold by
Manitex International, Inc. (Manitex), a selling stockholder in
the IPO, at a price to the public of $7.00 per share. A.S.V.
Holding, LLC, a subsidiary of Terex Corporation (Terex) and a
selling stockholder in the IPO, has granted a 45-day option to
the underwriters to purchase up to 570,000additional shares of
common stock solely to cover over-allotments, if any.
On May12, 2017, in connection with the pricing of the IPO, the
Company entered into an underwriting agreement (the Underwriting
Agreement) with Roth Capital Partners, LLC, as representative of
the underwriters listed on Schedule I thereto, and the selling
stockholders listed on Schedule II thereto. The description of
the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement attached
hereto as Exhibit 1.1, which is hereby incorporated by reference
into this Item 1.01.
In connection with the IPO, the Company entered into certain
agreements that govern the Companys ongoing relationships with
Terex and Manitex following the LLC Conversion (as defined in
Item 5.03 below) and the IPO, including a separation agreement,
an employee matters agreement and a registration rights
agreement. Summaries of each of these agreements are set forth
under the caption Certain Relationships and Related Party
Transactions in the Companys prospectus dated May12, 2017 (the
Prospectus), filed with the Securities and Exchange Commission
(the Commission) on May15, 2017 to Rule 424(b)(4) under the
Securities Act, as amended (the Securities Act), and forms of
each agreement were filed as exhibits to the Companys
Registration Statement on FormS-1 (File No.333-216912), as
amended (the Registration Statement).
Separation Agreement
On May11, 2017, the Company entered into a separation agreement
with Manitex and Terex (the Separation Agreement). The Separation
Agreement provides for, among other things, the formal allocation
of rights to assets and responsibility for liabilities relating
to the Companys business and the rights and responsibilities of
Manitex and Terex for assets and liabilities unrelated to the
Companys business. To the extent any such assets and liabilities
are not currently held by the party that will retain such assets
and liabilities, the Separation Agreement provides for the
transfer of such assets and liabilities to the appropriate party.
The Separation Agreement also provides further assurances and
covenants between Manitex, Terex and the Company to ensure that
the separation of the Companys business from Manitex and Terex is
executed to the Companys intent and that commercially reasonable
efforts will be taken to do all things reasonably necessary to
consummate and make effective the separation of its business from
those of Manitex and Terex.
The foregoing description of the Separation Agreement is
qualified in its entirety by reference to the full text of the
Separation Agreement attached hereto as Exhibit 10.1, which is
hereby incorporated by reference into this Item 1.01.
Employee Matters Agreement
On May11, 2017, the Company entered into an employee matters
agreement with Manitex (the Employee Matters Agreement), which
generally provides that the Company and Manitex each will
continue to have responsibility for its own employees. The
Employee Matters Agreement also contains provisions allocating
between the Company and Manitex liabilities relating to the
employment of current and former employees of the Companys
business and the compensation and benefit plans and programs in
which such employees participate. In general, the Company retains
liabilities relating to the employment, compensation and benefits
of current and former employees of its business, including
liabilities relating to medical benefits and COBRA, workers
compensation and any other claims and litigation. In addition,
the Employee Matters Agreement provides for the conversion of
Manitex equity awards held by the Companys employees in
connection with the IPO.
The foregoing description of the Employee Matters Agreement is
qualified in its entirety by reference to the full text of the
Employee Matters Agreement attached hereto as Exhibit 10.2, which
is hereby incorporated by reference into this Item 1.01.
Registration Rights Agreement
On May17, 2017, the Company entered into a registration rights
agreement with Manitex and A.S.V. Holding, LLC, a wholly-owned
subsidiary of Terex (the Registration Rights Agreement). Subject
to certain conditions and limitations, the Registration Rights
Agreement provides Manitex and the subsidiary of Terex with
certain registration rights as described below. An aggregate
of6,000,000 shares of common stock are entitled to these
registration rights.
Demand registration rights
At any time during the five years after the completion of the
IPO, Manitex and the subsidiary of Terex will have the right to
demand that the Company file, collectively, up tothree
registration statements (but no more than twice within a single
365-day period).
Piggyback registration rights
At any time after the completion of the IPO until such time as
Manitex and Terex represent less than 1% of the Companys issued
and outstanding stock, if the Company proposes to register any
shares of its equity securities under the Securities Act either
for its own account or for the account of any other person, then
the subsidiary of Terex and Manitex will be entitled to notice of
the registration and will be entitled to include their shares of
common stock in the registration statement.
Expenses and indemnification
The Company will pay all expenses relating to any demand,
piggyback or shelf registration, other than underwriting
discounts and commissions, related fees and any transfer taxes,
subject to specified conditions and limitations. The Registration
Rights Agreement includes customary indemnification provisions,
including indemnification of the participating holders of shares
of common stock and their directors, officers and employees by
the Company for any losses, claims, damages or liabilities in
respect thereof and expenses to which such holders may become
subject under the Securities Act, state law or otherwise.
Termination of registration rights
The registration rights granted under the Registration Rights
Agreement will terminate upon the date the holders of shares that
are a party thereto no longer hold any such shares that are
entitled to registration rights.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the
Registration Rights Agreement attached hereto as Exhibit 10.3,
which is hereby incorporated by reference into this Item 1.01.
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Effective as of May11, 2017, the Companys Board of Directors
approved, and its stockholders adopted, the ASV Holdings, Inc.
2017 Equity Incentive Plan (the 2017 Plan). A description of the
2017 Plan is set forth under the caption Executive and Director
Compensation in the Companys Prospectus.
The description of the 2017 Plan is qualified in its entirety by
reference to the full text of the 2017 Plan attached hereto as
Exhibit10.4, which is hereby incorporated by reference into this
Item 5.02.
Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On May11, 2017, to a Plan of Conversion adopted by the Members
and Board of Managers of A.S.V., LLC as of April25, 2017, the
Company converted from a Minnesota limited liability company into
a Delaware corporation and changed its name from A.S.V., LLC to
ASV Holdings, Inc. (the LLC Conversion).
In conjunction with the LLC Conversion, on May11, 2017, the
Company filed a certificate of incorporation (the Certificate of
Incorporation) with the Secretary of State of the State of
Delaware and the bylaws of the Company (the Bylaws) became
effective. A description of the Companys common stock and the
terms of the Certificate of Incorporation and Bylaws are set
forth under the caption Description of Capital Stock in the
Companys Prospectus.
The foregoing descriptions of the Plan of Conversion, the
Certificate of Incorporation and Bylaws are qualified in their
entity be reference to the full text of the Plan of Conversion,
the Certificate of Incorporation and Bylaws attached hereto as
Exhibits 2.1, 3.1 and 3.2, respectively, which are hereby
incorporated by reference into this Item 5.03.
Item8.01. Other Events.
The Company issued a press release in connection with the pricing
of the IPO on May12, 2017 and the closing of the IPO on May17,
2017. Copies of each press release are attached hereto as
Exhibits 99.1 and 99.2, respectively.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated as of May12, 2017, by and among ASV Holdings, Inc., Roth Capital Partners, LLC, as representative of the underwriters listed in Schedule I thereto, and the selling stockholders listed in Schedule II thereto. |
|
| 2.1 | Plan of Conversion of A.S.V., LLC, dated as of April25, 2017. | |
| 3.1 |
Certificate of Incorporation of ASV Holdings, Inc., dated as of May11, 2017. |
|
| 3.2 | Bylaws of ASV Holdings, Inc., dated as of May11, 2017. | |
| 10.1 |
Separation Agreement, dated as of May11, 2017, by and among ASV Holdings, Inc. (as successor-in-interest to A.S.V., LLC), Terex Corporation and Manitex International, Inc. |
|
| 10.2 |
Employee Matters Agreement, dated as of May11, 2017, by and between ASV Holdings, Inc. (as successor-in-interest to A.S.V., LLC) and Manitex International,Inc. |
|
| 10.3 |
Registration Rights Agreement, dated as of May17, 2017, by and among ASV Holdings, Inc., A.S.V. Holding, LLC and Manitex International, Inc. |
|
| 10.4 |
ASV Holdings, Inc. 2017 Equity Incentive Plan, effective as of May11, 2017. |
|
| 99.1 | Press Release dated May12, 2017. | |
| 99.2 | Press Release dated May17, 2017. |
About ASV HOLDINGS, INC. (NASDAQ:ASV)
A.S.V., LLC designs and manufactures a range of compact track loader (CTL) and skid steer loader (SSL) equipment. The Company’s products are marketed through a distribution network in North America, Australia and New Zealand under the ASV and Terex brands. The Company serves as a private label original equipment manufacturer for various manufacturers. Its products are used principally in the construction, agricultural and forestry industries. It provides pre- and post-sale dealer support, after-sale technical support and replacement parts supplied from its logistics center. The Company also supplies its assembled undercarriage sets that exclude the suspension to Caterpillar for three versions of Caterpillar’s multi-terrain CTL machines marketed under the CAT brand under a supply contract with Caterpillar. The Company manufactures Posi-Track rubber-tracked CTLs with multi-level suspension. Its other CTL manufacturers use a steel embed track system. ASV HOLDINGS, INC. (NASDAQ:ASV) Recent Trading Information
ASV HOLDINGS, INC. (NASDAQ:ASV) closed its last trading session up +0.05 at 7.80 with 55,088 shares trading hands.