Kirby Corporation (NYSE:KEX) 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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On June 13, 2017, Kirby Corporation entered into a Purchase and
Sale Agreement (the Agreement) with Stewart Stevenson LLC, to
which Kirby has agreed to purchase substantially all of the
assets of Stewart Stevenson for approximately $710 million
(before post-closing adjustments and transaction fees),
consisting of $355 million in cash and $355 million of Kirby
common stock valued based on the volume weighted average price of
Kirby stock for the 20 trading days immediately preceding the
closing date (the 20-Day VWAP). If the 20-Day VWAP of Kirby
common stock falls below a certain pre-set limit, Kirby will be
required to increase the cash portion of the purchase price. The
amount of cash is also subject to a customary working capital
adjustment.
Sale Agreement (the Agreement) with Stewart Stevenson LLC, to
which Kirby has agreed to purchase substantially all of the
assets of Stewart Stevenson for approximately $710 million
(before post-closing adjustments and transaction fees),
consisting of $355 million in cash and $355 million of Kirby
common stock valued based on the volume weighted average price of
Kirby stock for the 20 trading days immediately preceding the
closing date (the 20-Day VWAP). If the 20-Day VWAP of Kirby
common stock falls below a certain pre-set limit, Kirby will be
required to increase the cash portion of the purchase price. The
amount of cash is also subject to a customary working capital
adjustment.
Stewart Stevenson is a manufacturer and distributor of products
and services for the oil and gas, construction, power generation,
transportation, marine, mining and agricultural industries. The
assets to be acquired include all of the operating subsidiaries
of Stewart Stevenson and related intellectual property.
and services for the oil and gas, construction, power generation,
transportation, marine, mining and agricultural industries. The
assets to be acquired include all of the operating subsidiaries
of Stewart Stevenson and related intellectual property.
The Agreement contains customary representations, warranties,
covenants and conditions, including compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and Kirby and Stewart Stevenson have agreed to indemnify each
other, subject to certain limitations, for breaches of the
Agreement. Under certain conditions, either Kirby or Stewart
Stevenson may terminate the Agreement, including if the
transaction has not closed by August 14, 2017. If the Agreement
is terminated under certain circumstances, a party that is in
material breach of the Agreement could be obligated to pay a $25
million termination fee to the other party. to the terms of a
separate Registration Agreement, Kirby has also agreed to file a
registration statement with the Securities and Exchange
Commission following the closing, registering the offer and sale
of the shares of Kirby common stock received by the seller in the
transaction.
covenants and conditions, including compliance with the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and Kirby and Stewart Stevenson have agreed to indemnify each
other, subject to certain limitations, for breaches of the
Agreement. Under certain conditions, either Kirby or Stewart
Stevenson may terminate the Agreement, including if the
transaction has not closed by August 14, 2017. If the Agreement
is terminated under certain circumstances, a party that is in
material breach of the Agreement could be obligated to pay a $25
million termination fee to the other party. to the terms of a
separate Registration Agreement, Kirby has also agreed to file a
registration statement with the Securities and Exchange
Commission following the closing, registering the offer and sale
of the shares of Kirby common stock received by the seller in the
transaction.
The foregoing summary of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement, a copy of which is filed as Exhibit
2.1 to this report.
complete and is subject to, and qualified in its entirety by, the
full text of the Agreement, a copy of which is filed as Exhibit
2.1 to this report.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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Subject to the terms of the Agreement, Kirby has agreed to issue
to Stewart Stevenson $355 million in value of Kirby common stock,
subject to adjustment, in the transaction described in Item 1.01
of this report. The description of the transaction in Item 1.01
is incorporated by reference into this Item 3.02. The issuance of
the shares to Stewart Stevenson will be exempt from registration
under the Securities Act of 1933, as amended, to Section 4(a)(2)
thereof and Regulation D thereunder based on the representations
made by Stewart Stevenson in the Agreement.
to Stewart Stevenson $355 million in value of Kirby common stock,
subject to adjustment, in the transaction described in Item 1.01
of this report. The description of the transaction in Item 1.01
is incorporated by reference into this Item 3.02. The issuance of
the shares to Stewart Stevenson will be exempt from registration
under the Securities Act of 1933, as amended, to Section 4(a)(2)
thereof and Regulation D thereunder based on the representations
made by Stewart Stevenson in the Agreement.
| Item 7.01. |
Regulation FD Disclosure.
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On June 13, 2017, Kirby issued a press release announcing the
Agreement described in Item 1.01 and held a conference call to
discuss the acquisition. A copy of the press release and a slide
presentation used during the conference call are furnished with
this report as Exhibits 99.1 and 99.2.
Agreement described in Item 1.01 and held a conference call to
discuss the acquisition. A copy of the press release and a slide
presentation used during the conference call are furnished with
this report as Exhibits 99.1 and 99.2.
| Item 9.01. |
Financial Statements and Exhibits
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(d)
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Exhibits
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| 2.1 |
Purchase and Sale Agreement dated as of June 13, 2017
between Stewart Stevenson LLC and Kirby Corporation. (fn 1) |
| 99.1 |
Press Release of Kirby Corporation dated June 13, 2017.
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| 99.2 |
Slide presentation for June 13, 2017 conference call.
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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 thereunto duly authorized.
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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KIRBY CORPORATION
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(Registrant)
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By:
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/s/ C. Andrew Smith
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C. Andrew Smith
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Executive Vice President
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and Chief Financial Officer
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Dated: June 15, 2017
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(fn 1) The exhibits and schedules to the Agreement have been
omitted to Item 601(b)(2) of Regulation S-K. Kirby will
supplementally furnish a copy of the omitted exhibits and
schedules to the Commission upon request.
omitted to Item 601(b)(2) of Regulation S-K. Kirby will
supplementally furnish a copy of the omitted exhibits and
schedules to the Commission upon request.
EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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2.1
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Purchase and Sale Agreement dated as of June 13, 2017
between Stewart Stevenson LLC and Kirby Corporation. (fn 2). |
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99.1
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Press Release of Kirby Corporation dated June 13, 2017.
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99.2
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Slide presentation for June 13, 2017 conference call.
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(fn 2) The exhibits and schedules to the Agreement have been
omitted
omitted
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.
