Federal Signal Corporation (NYSE:FSS) 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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corporation (the Company), entered into a Stock Purchase
Agreement (the Purchase Agreement) with GenNx/TBEI Holdings, LLC,
a Delaware limited liability company. to, and subject to the
terms and conditions of, the Purchase Agreement, the Company will
acquire all of the outstanding shares of capital stock of
GenNx/TBEI Intermediate Co., a Delaware corporation (TBEI). TBEI
is a leading U.S. manufacturer of dump truck bodies and trailers
serving maintenance and infrastructure end markets.
million, subject to certain post-closing adjustments. The
Purchase Agreement includes customary representations, warranties
and covenants by the parties and customary termination rights for
the parties. The Purchase Agreement contains indemnification
provisions that are subject to specified limitations, including
recourse to a representation and warranty insurance policy
purchased by the Company for certain losses. The parties are
targeting a closing within 90 days, subject to customary
conditions, including approval under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, a copy of
which is attached hereto as Exhibit 10.1 (excluding schedules and
exhibits, which the Company agrees to furnish supplementally to
the Securities and Exchange Commission upon request).
execution of the Purchase Agreement is furnished herewith as
Exhibit 99.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Stock Purchase Agreement, dated as of May 8, 2017, by
and between GenNx/TBEI Holdings, LLC and Federal Signal Corporation. |
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99.1
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Federal Signal Corporation Press Release, dated May 8,
2017. |
About Federal Signal Corporation (NYSE:FSS)
Federal Signal Corporation designs and manufactures products and integrated solutions for municipal governmental industrial and commercial customers. The Company operates through two segments: Environmental Solutions Group, and Safety and Security Systems Group. Environmental Solutions Group is manufacturer and supplier of a range of street sweeper vehicles, sewer cleaner and vacuum loader trucks, hydro-excavation trucks and waterblasting equipment. Its products are sold to both municipal and industrial customers under the Elgin, Vactor, Guzzler and Jetstream brand names. Safety and Security Systems Group is a manufacturer and supplier of systems and products that law enforcement, fire rescue, emergency medical services, campuses military facilities and industrial sites use to protect people and property. Its portfolio of products includes sewer cleaners, vacuum trucks, street sweepers, safety and security systems, including products and solutions for the public safety market. Federal Signal Corporation (NYSE:FSS) Recent Trading Information
Federal Signal Corporation (NYSE:FSS) closed its last trading session up +0.21 at 16.15 with 153,558 shares trading hands.