BROADWIND ENERGY, INC. (NASDAQ:BWEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into A Material Definitive Agreement.
On January 30, 2017, Broadwind Energy, Inc., a Delaware
corporation (the Company), issued a press release announcing that
it had agreed upon the material terms to which it will purchase
50% of the outstanding membership interests of Red Wolf Company,
LLC, a North Carolina limited liability company (Red Wolf), from
Red Wolfs members (the Proposed Acquisition).Following the
closing of the Proposed Acquisition, Red Wolf would become a
wholly-owned subsidiary of the Company.
The Proposed Acquisition contemplates the payment of $16.5
million in cash at closing, a portion of which will be applied to
pay off Red Wolfs outstanding indebtedness. The purchase price is
subject to a customary net working capital adjustment and an
earn-out structure under which the sellers may become entitled to
contingent consideration of up to $9.9 million, payable in cash
and, at the election of the Company, up to 50% in the form of
shares of the Companys common stock.Completion of the Proposed
Acquisition is subject to the execution of definitive transaction
agreements.The parties are targeting a signing of the definitive
agreement and closing of the Proposed Acquisition on February 1,
2017.The definitive agreement will include customary
representations, warranties, covenants and indemnities by the
parties.
A copy of the press release issued by the Company announcing the
Proposed Acquisition is furnished herewith as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
|
EXHIBIT NUMBER |
DESCRIPTION |
|
99.1 |
Broadwind Energy, Inc. Press Release, dated January 30, |
2
About BROADWIND ENERGY, INC. (NASDAQ:BWEN)
Broadwind Energy, Inc. provides technologically advanced products and services to energy, mining and infrastructure sector customers, primarily in the United States. The Company is engaged primarily in United States wind energy industry. The Company operates through two segments: Towers and Weldments, and Gearing. The Company’s Towers and Weldments segment manufactures towers for wind turbines, specifically the large and heavier wind towers that are designed for multiple megawatt (MW) wind turbines. The Company’s Gearing segment engineers, builds and remanufactures precision gears and gearing systems for oil and gas, wind energy, mining, steel and other industrial applications. Within the United States wind energy industry, it provides products and services to wind turbine manufacturers. It also provides precision gearing and specialty weldments to a range of industrial customers for oil and gas, mining, steel and other industrial applications. BROADWIND ENERGY, INC. (NASDAQ:BWEN) Recent Trading Information
BROADWIND ENERGY, INC. (NASDAQ:BWEN) closed its last trading session down -0.09 at 4.00 with 37,997 shares trading hands.