COLUMBUS MCKINNON CORPORATION (NASDAQ:CMCO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Share Purchase Agreement
On December 18, 2016, Columbus McKinnon Corporation (CM) entered
into a definitive agreement (the Purchase Agreement) to sell
2,273,000 shares of its common stock in a private placement (the
Sale), which is expected to result in gross proceeds of $50.0
million and net proceeds of $47.2 million (after deducting
transaction fees and expenses). The shares were sold to selected
institutional accredited investors. The Company expects to use
the net proceeds to fund in part the previously announced
acquisition of STAHL CraneSystems (the Acquisition), thereby
reducing the amount of post-acquisition leverage and the cost of
the debt.
into a definitive agreement (the Purchase Agreement) to sell
2,273,000 shares of its common stock in a private placement (the
Sale), which is expected to result in gross proceeds of $50.0
million and net proceeds of $47.2 million (after deducting
transaction fees and expenses). The shares were sold to selected
institutional accredited investors. The Company expects to use
the net proceeds to fund in part the previously announced
acquisition of STAHL CraneSystems (the Acquisition), thereby
reducing the amount of post-acquisition leverage and the cost of
the debt.
The Company expects the Sale to close substantially concurrently
with the closing of the Acquisition and subject to satisfaction
of customary closing conditions, including completion of the
Acquisition. The Acquisition is expected to close prior to April
30, 2017, but no earlier than January 31, 2017.
with the closing of the Acquisition and subject to satisfaction
of customary closing conditions, including completion of the
Acquisition. The Acquisition is expected to close prior to April
30, 2017, but no earlier than January 31, 2017.
In connection with the Sale, CM has agreed to enter into a
Registration Rights Agreement (together with the Purchase
Agreement, the Transaction Agreements) with the Purchasers
concurrently with the closing of the Sale. The Registration
Rights Agreement will require CM to file an initial registration
statement registering the Common Shares issued to the Purchasers
for resale no later than the earlier of (x) the 90th day after
the initial closing of the Sale and (y) ten (10) days following
the Companys filing of all acquisition-related financial
statements of the STAHL business required by SEC rules or
regulations and to use its best efforts to have such registration
statement declared effective no later than the 30th day from
filing, subject to a 30-day extension if reviewed by the SEC.
Registration Rights Agreement (together with the Purchase
Agreement, the Transaction Agreements) with the Purchasers
concurrently with the closing of the Sale. The Registration
Rights Agreement will require CM to file an initial registration
statement registering the Common Shares issued to the Purchasers
for resale no later than the earlier of (x) the 90th day after
the initial closing of the Sale and (y) ten (10) days following
the Companys filing of all acquisition-related financial
statements of the STAHL business required by SEC rules or
regulations and to use its best efforts to have such registration
statement declared effective no later than the 30th day from
filing, subject to a 30-day extension if reviewed by the SEC.
Under the terms of the Registration Rights Agreement, CM is
obligated to maintain the effectiveness of the resale
registration statement until all securities registered thereunder
are sold or until the first anniversary of the closing of the
Sale, provided that each Purchaser may then sell its securities
without restriction. No penalties will accrue for filing and
effectiveness failures, but CM shall pay to each Purchaser an
amount in cash each month, as partial liquidated damages, equal
to 1.0% of the aggregate purchase price paid by such Purchaser
for failure to file the initial registration statement by the
date described in the Registration Rights Agreement, until the
registration statement is filed or the obligation to file the
registration statement ends.
obligated to maintain the effectiveness of the resale
registration statement until all securities registered thereunder
are sold or until the first anniversary of the closing of the
Sale, provided that each Purchaser may then sell its securities
without restriction. No penalties will accrue for filing and
effectiveness failures, but CM shall pay to each Purchaser an
amount in cash each month, as partial liquidated damages, equal
to 1.0% of the aggregate purchase price paid by such Purchaser
for failure to file the initial registration statement by the
date described in the Registration Rights Agreement, until the
registration statement is filed or the obligation to file the
registration statement ends.
The foregoing summary of the Transaction Agreements and the
transactions contemplated thereby do not purport to be complete
and are subject to, and qualified in their entirety by, the full
text of either Transaction Agreement. The forms of the Purchase
Agreement and the Registration Rights Agreement are included as
Exhibits 10.1 and 10.2 to this Current Report, respectively, and
are incorporated herein by reference.
transactions contemplated thereby do not purport to be complete
and are subject to, and qualified in their entirety by, the full
text of either Transaction Agreement. The forms of the Purchase
Agreement and the Registration Rights Agreement are included as
Exhibits 10.1 and 10.2 to this Current Report, respectively, and
are incorporated herein by reference.
The Transaction Agreements have been provided solely to inform
CMs shareholders and investors of its terms. The representations,
warranties and covenants contained in the Transaction Agreements
were made only for purposes of such agreement and as of specific
dates, were made solely for the benefit of the parties to the
Transaction Agreements and may be intended not as statements of
fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate. In addition,
such representations, warranties and covenants may have been
qualified by certain disclosures not reflected in the text of the
Transaction Agreements, and may apply standards of materiality in
a way that is different from what may be viewed as material by
shareholders of, or other investors in, CM. Such shareholders and
investors are not third-party beneficiaries under the Transaction
Agreements and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of CM, the Seller and
STAHL or any of their respective subsidiaries or affiliates.
CMs shareholders and investors of its terms. The representations,
warranties and covenants contained in the Transaction Agreements
were made only for purposes of such agreement and as of specific
dates, were made solely for the benefit of the parties to the
Transaction Agreements and may be intended not as statements of
fact, but rather as a way of allocating the risk to one of the
parties if those statements prove to be inaccurate. In addition,
such representations, warranties and covenants may have been
qualified by certain disclosures not reflected in the text of the
Transaction Agreements, and may apply standards of materiality in
a way that is different from what may be viewed as material by
shareholders of, or other investors in, CM. Such shareholders and
investors are not third-party beneficiaries under the Transaction
Agreements and should not rely on the representations, warranties
and covenants or any descriptions thereof as characterizations of
the actual state of facts or condition of CM, the Seller and
STAHL or any of their respective subsidiaries or affiliates.
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Item 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES.
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As noted in Item 1.01, on December 18, 2016, CM agreed to sell an
aggregate of 2,273,000 shares of Common Shares to the Purchasers
at a price per Common Share of $22.00, which will generate gross
proceeds of approximately $50.0 million. The description thereof
contained in Item 1.01 is incorporated herein by reference. CM
intends to use the proceeds of the Sale to finance a portion of
the purchase price of the Acquisition.
aggregate of 2,273,000 shares of Common Shares to the Purchasers
at a price per Common Share of $22.00, which will generate gross
proceeds of approximately $50.0 million. The description thereof
contained in Item 1.01 is incorporated herein by reference. CM
intends to use the proceeds of the Sale to finance a portion of
the purchase price of the Acquisition.
CM is relying on an exemption from registration provided under
Section 4(a)(2) of the Securities Act for the issuance of the
Common Shares, which exemption CM believes is available because
the securities were not offered to a general solicitation and the
status of the Purchasers of the shares as accredited investors as
defined in Regulation D under the Securities Act. This
Section 4(a)(2) of the Securities Act for the issuance of the
Common Shares, which exemption CM believes is available because
the securities were not offered to a general solicitation and the
status of the Purchasers of the shares as accredited investors as
defined in Regulation D under the Securities Act. This
report is neither an offer to purchase, nor a solicitation of an
offer to sell, securities. The securities offered in the Sale
have not been registered under the Securities Act and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.
offer to sell, securities. The securities offered in the Sale
have not been registered under the Securities Act and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.
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Item 7.01
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REGULATION FD DISCLOSURE.
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On December 19, 2016, CM issued a press release announcing entry
into the Purchase Agreement. A copy of the press release is
included as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
into the Purchase Agreement. A copy of the press release is
included as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The information in this Current Report furnished to Item 7.01 and
9.01 shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. This information
shall not be incorporated by reference into any registration
statement to the Securities Act of 1933, as amended. The
furnishing of the information in this Current Report is not
intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information
this Current Report contains is material investor information
that is not otherwise publicly available.
9.01 shall not be deemed filed for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. This information
shall not be incorporated by reference into any registration
statement to the Securities Act of 1933, as amended. The
furnishing of the information in this Current Report is not
intended to, and does not, constitute a representation that such
furnishing is required by Regulation FD or that the information
this Current Report contains is material investor information
that is not otherwise publicly available.
>
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Form of Purchase Agreement
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10.2
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Form of Registration Rights Agreement
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99.1
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Press Release dated December 19, 2016
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About COLUMBUS MCKINNON CORPORATION (NASDAQ:CMCO)
Columbus McKinnon Corporation is a global designer, manufacturer and marketer of hoists, actuators, cranes, rigging tools, digital power control systems, and other material handling products serving various commercial and industrial end user markets. The Company’s products include various electric, air-powered, lever, and hand hoists, hoist trolleys, winches, industrial crane systems, such as steel bridge, gantry and jib cranes and aluminum work station cranes; alloy and carbon steel chain; forged attachments, such as hooks, shackles, textile slings, clamps, logging tools and load binders; mechanical and electromechanical actuators and rotary unions; below-the-hook special purpose lifters and tire shredders; power and motion control systems, such as alternate current (AC) and direct current (DC) drive systems, radio remote controls, push button pendant stations, brakes, and collision avoidance and power delivery subsystems. COLUMBUS MCKINNON CORPORATION (NASDAQ:CMCO) Recent Trading Information
COLUMBUS MCKINNON CORPORATION (NASDAQ:CMCO) closed its last trading session up +0.06 at 25.96 with 168,150 shares trading hands.