Kirby Corporation (NYSE:KEX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
Completion of Acquisition or Disposition of Assets.
Kirby Corporation (NYSE:KEX) Files An 8-K Completion of Acquisition or Disposition of Assets
On September 13, 2017, a wholly owned subsidiary of Kirby Corporation completed the previously announced acquisition of substantially all the assets of Stewart & Stevenson LLC, a privately held manufacturer and distributor of products and services for the oil and gas, construction, power generation, transportation, marine, mining and agricultural industries. The acquisition was completed to a Purchase and Sale Agreement dated as of June 13, 2017 between Stewart & Stevenson and Kirby, as amended. The purchase price was approximately $757 million (before post-closing adjustments), consisting of $377 million in cash, funded through Kirby’s revolving credit facility, $367 million through the issuance to the seller of 5,696,259 shares of Kirby common stock and the assumption of $13 million of debt. The cash consideration includes an $8 million working capital adjustment and $12 million for the acquisition of certain assets from a company affiliated with the seller.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
Kirby financed the cash portion of the purchase price for the acquisition through a $377 million borrowing under its revolving credit facility on September 13, 2017. The maturity date of the facility is June 26, 2022. The terms of the revolving credit facility are summarized in the descriptions of the facility in Kirby’s Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on August 7, 2017, in footnote (6) under Item 1, Financial Statements, and in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Capital Resources and Liquidity – Long-Term Financing, which descriptions are incorporated by reference into this Item 2.03. The description of the acquisition transaction in Item 2.01 is incorporated by reference into this item 2.03.
| Item 7.01. |
Regulation FD Disclosure. |
On September 13, 2017, Kirby issued a press release announcing the closing of the acquisition described in Item 2.01. A copy of the press release is furnished with this report as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
| 2.1 |
Amendment No. 3 to Purchase and Sale Agreement dated as of September 13, 2017 between Stewart & Stevenson LLC and Kirby Corporation. |
| 10.1 |
Second Amendment to Credit Agreement dated as of September 13, 2017 among Kirby Corporation, JPMorgan Chase Bank, N. A., as Administrative Agent, and the banks named therein. |
|
99.1 |
Press Release of Kirby Corporation dated September 13, 2017. |
KIRBY CORP ExhibitEX-2.1 2 ex2_1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 3 AND WAIVER TO PURCHASE AND SALE AGREEMENT This AMENDMENT NO. 3 AND WAIVER TO PURCHASE AND SALE AGREEMENT,…To view the full exhibit click here
About Kirby Corporation (NYSE:KEX)
Kirby Corporation is a domestic tank barge operator, transporting bulk liquid products. The Company, through its subsidiaries, operates in two segments: Marine Transportation and Diesel Engine Services. The Company, through its Marine Transportation segment, is a provider of marine transportation services, operating tank barges and towing vessels transporting bulk liquid products throughout the Mississippi River System, on the Gulf Intracoastal Waterway, coastwise along all the three United States coasts and in Alaska and Hawaii. Its engine services segment, sells replacement parts, provides service mechanics to overhaul and repair medium-speed and high-speed diesel engines, transmissions, reduction gears, pumps and compression products, maintains facilities to rebuild component parts or entire medium-speed and high-speed diesel engines.
