KEMET Corporation (NYSE:KEM) Files An 8-K Completion of Acquisition or Disposition of Assets

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KEMET Corporation (NYSE:KEM) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On April 14, 2017, KEMET Corporation (“KEMET” or the “Company”) announced that NEC TOKIN Corporation (“NEC TOKIN”), a joint venture between KEMET Electronics Corporation, a wholly owned subsidiary of the Company, and NEC Corporation, closed on the sale of its electro-mechanical devices (“EMD”) business to NTJ Holdings 1 Ltd. (“NTJ”), a special purpose entity that is owned by funds managed or operated by Japan Industrial Partners, Inc. (“JIP”), to a master sale and purchase agreement (the “Agreement”) previously entered into between NEC TOKIN, NTJ and JIP. EMD manufactures signal and power relays and is primarily located in Calamba, Laguna,>Philippines. The selling price was JPY 47.9 billion>or approximately $442.0 million (using the April 14, 2017 exchange rate of 109.03 Japanese Yen to U.S. Dollar) and is subject to certain working capital adjustments to the Agreement.
A copy of the Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and a copy of the press release announcing the sale is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Agreement was amended on April 7, 2017 and April 14, 2017 to adjust the closing date and adjust the net proceeds by JPY 99 million (the “Amendments”). The Amendments are attached as Exhibit 2.2 and Exhibit 2.3, respectively to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Pro forma financial information
The required unaudited pro-forma condensed financial information of KEMET as of and for the nine-month period ended December 31, 2016>and for the year ended March 31, 2016>which reflects the pro forma effect on KEMET of the sale of the EMD business by the NEC TOKIN joint venture, is attached as Exhibit 99.2 hereto and is incorporated into this Item 9.01(b) by reference.
(c) Not applicable
(d) Exhibits
Exhibit No. Description of Exhibit
2.1* Master Sale and Purchase Agreement, dated February 23, 2017 between NEC TOKIN
Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
2.2 Amendment, dated April 7, 2017, to the Master Sale and Purchase Agreement between NEC
TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
2.3 Amendment, dated April 14, 2017, to the Master Sale and Purchase Agreement between NEC
TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
99.1 News Release, dated April 14, 2017 issued by the Company.
99.2 Unaudited pro-forma condensed financial information as of and for the nine-month period ended
December 31, 2016>and for the year ended March 31, 2016
* Certain of the exhibits and schedules to this exhibit have been omitted to Item 601(b)(2) of Regulation S-K. The Company will furnish supplementally a copy of any such exhibit or schedule to the Securities and Exchange Commission upon request.
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 20, 2017
KEMET CORPORATION
By: /s/ WILLIAM M. LOWE, JR.
William M. Lowe, Jr.
Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1* Master Sale and Purchase Agreement, dated February 23, 2017 between NEC TOKIN
Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
2.2 Amendment, dated April 7, 2017, to the Master Sale and Purchase Agreement between NEC
TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
2.3 Amendment, dated April 14, 2017, to the Master Sale and Purchase Agreement between NEC
TOKIN Corporation, NTJ Holdings 1 Ltd. and Japan Industrial Partners, Inc.
99.1 News Release, dated April 14, 2017 issued by the Company.
99.2 Unaudited pro-forma condensed financial information as of and for the nine-month period ended
December 31, 2016>and for the year ended March 31, 2016
* Certain of the exhibits and schedules to this exhibit have been omitted
About KEMET Corporation (NYSE:KEM)

KEMET Corporation (KEMET) is a manufacturer of passive electronic components. The Company operates in two segments: Solid Capacitors, and Film and Electrolytic. The Solid Capacitors segment primarily produces tantalum, aluminum, polymer and ceramic capacitors. Solid Capacitors also produces tantalum powder used in the production of tantalum capacitors. The Film and Electrolytic Business Group produces film, paper and wet aluminum electrolytic capacitors. It also designs and produces EMI Filters. The Company’s product offerings include surface mount, which are attached directly to the circuit board; leaded capacitors, which are attached to the circuit board using lead wires, and chassis-mount and other pin-through-hole board-mount capacitors, which utilize attachment methods, such as screw terminal and snap-in. The Company sells its products to a range of original equipment manufacturers (OEMs) and electronics manufacturing services (EMS) providers.

KEMET Corporation (NYSE:KEM) Recent Trading Information

KEMET Corporation (NYSE:KEM) closed its last trading session 00.00 at 11.23 with 223,842 shares trading hands.