Federal Signal Corporation (NYSE:FSS) Files An 8-K Financial Statements and ExhibitsItem 9.01(a)and (b) hereof, respectively, relating to the Company’s acquisition of all of the outstanding shares of capital stock of GenNx/TBEI Intermediate Co., a Delaware corporation, on June2, 2017. The Company hereby amends Item 9.01 of the Initial 8-K to provide in its entirety as follows:
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Item 9.01 |
Financial Statements and Exhibits. |
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(a) |
Financial Statements of Businesses Acquired |
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(1) |
The historical audited consolidated financial statements of GenNx/TBEI Intermediate Co. and Subsidiaries, which comprise the consolidated balance sheet as of September30, 2016 and the related consolidated statements of income and comprehensive income, shareholders’ equity, and cash flows for the year ended September30, 2016, and the related notes to the consolidated financial statements, are filed as Exhibit99.1 to this Current Report on Form8-K/A, and are incorporated by reference herein. |
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(2) |
The historical unaudited condensed consolidated financial statements of GenNx/TBEI Intermediate Co. and Subsidiaries as of March31, 2017 and for the six months ended March31, 2017 and 2016 are filed as Exhibit99.2 to this Current Report on Form8-K/A, and are incorporated by reference herein. |
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(3) |
The consent of Rehmann Robson LLC, independent auditor, is attached as Exhibit23.1 to this Current Report on Form8-K/A. |
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(b) |
Pro Forma Financial Information |
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The unaudited pro forma condensed combined financial information of the Company for the year ended December31, 2016 and as of, and for the three months ended, March31, 2017 is filed as Exhibit99.3 to this Current Report on Form8-K/A. |
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(c) |
Not applicable. |
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(d) |
Exhibits |
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10.1 |
First Amendment to Amended and Restated Credit Agreement, dated as of June 2, 2017, by and among Federal Signal Corporation and certain of its foreign subsidiaries, Wells Fargo Bank, National Association, and the Lenders party thereto. Incorporated by reference to Exhibit10.1 to the Company's Current Report on Form8-K filed June 2, 2017. |
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10.2 |
Stock Purchase Agreement, dated as of May8, 2017, by and between GenNx/TBEI Holdings, LLC and Federal Signal Corporation. Incorporated by reference to Exhibit10.1 to the Company's Current Report on Form8-K filed May8, 2017. |
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23.1 |
Consent of Rehmann Robson LLC. |
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99.1 |
Audited Consolidated Financial Statements of GenNx/TBEI Intermediate Co. and Subsidiaries, which comprise the consolidated balance sheet as of September30, 2016 and the related consolidated statements of income and comprehensive income, shareholders' equity, and cash flows for the year ended September30, 2016, and the related notes to the consolidated financial statements. |
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99.2 |
Unaudited Condensed Consolidated Financial Statements of GenNx/TBEI Intermediate Co. and subsidiaries as of March31, 2017 and for the six months ended March31, 2017 and 2016. |
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99.3 |
Unaudited pro forma condensed combined financial information of Federal Signal Corporation for the year ended December31, 2016 and as of, and for the three months ended, March31, 2017. |
FEDERAL SIGNAL CORP /DE/ ExhibitEX-23.1 2 exhibit231.htm CONSENT OF INDEPENDENT AUDITORS Exhibit EXHIBIT 23.1Consent of Independent AuditorsWe consent to the incorporation by reference in Registration Statement Nos. 333-168501,…To view the full exhibit click here
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.