SL Montevideo Technology, Inc. (“SMTI”), a Minnesota corporation and an indirect wholly-owned subsidiary of Handy & Harman Ltd (NASDAQ:HNH), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Hamilton Sundstrand Corporation, a Delaware corporation (“Hamilton”). Pursuant to the Purchase Agreement, SMTI acquired from Hamilton certain assets of its Electromagnetic Enterprise division used or useful in the design, development, manufacture, marketing, service, distribution, repair, and sale of electric motors, starters and generators for certain commercial applications, including for use in commercial hybrid electric vehicles and refrigeration and in the aerospace and defense sectors (the “Business”). SMTI purchased the acquired assets for $64.5 million in cash and assumption of certain ordinary course business liabilities, subject to adjustments related to working capital at closing and quality of earnings of the Business for the period of January 1, 2016 to June 30, 2016, each as provided in the Purchase Agreement (the “Sale”).
The Purchase Agreement contains customary representations, warranties and covenants that were made by the parties to each other as of specific dates and to evidence their agreement on various matters. Subject to certain limitations, SMTI and Hamilton have each agreed to indemnify the other for breaches of those representations, warranties and covenants and other specified matters. In addition, the Purchase Agreement includes a guarantee by Hamilton of a minimum level of product purchases from SMTI by an affiliate of Hamilton for calendar years 2017, 2018 and 2019, in exchange for compliance by SMTI with certain operating covenants.
The representations, warranties, covenants and disclosures in the Purchase Agreement were made solely for purposes of the Purchase Agreement and may be subject to exceptions and qualifications contained in separate disclosure schedules (which are omitted from this filing), may represent the parties’ risk allocation in the Sale and may be qualified by contractual standards of materiality that differ from what may be viewed as material for securities law purposes. Accordingly, the representations, warranties, covenants and disclosures in the Purchase Agreement are not necessarily characterizations of the actual state of facts about SMTI, Hamilton or any of their respective subsidiaries or affiliates at the time they were made or otherwise and should only be read in conjunction with the other information that the Company makes publicly available in reports, statements and other documents filed with the United States Securities and Exchange Commission (the “SEC”).
The foregoing description of the Purchase Agreement is a summary, does not 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 filed as Exhibit 2.1 to this Current Report on Form 8-K, and the information contained therein is incorporated herein by reference.
