LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS
On April 30, 2017 Layne Christensen Company (“Layne”) and
certain of its subsidiaries (collectively, the “Company”),
closed on its previously announced Asset Purchase Agreement (the
“Purchase Agreement”) selling substantially all of the assets
of Layne’s Heavy Civil business for $10.1 million, less an
estimate of the business segments working capital adjustment of
$4.3 million (subject to customary post-closing true-up). The
purchaser of the Heavy Civil business is Reycon Partners LLC (the
“Buyer”), which is owned by a group of private investors,
including members of the current Heavy Civil senior management
team.
The total value of the consideration paid to the Purchase
Agreement was determined through arms length negotiations between
the Company and the Buyer that took into account a number of
factors of the Heavy Civil business, including historical
revenues, operating history, business contracts and other
factors.
Subject to certain exceptions, the Buyer assumed the Company’s
obligations under the contracts of the Heavy Civil business that
were open as of the date of the Purchase Agreement and the
Company retained other obligations of the business, including
warranty obligations and litigation matters for the business’
contracts that were completed as of the date of the Purchase
Agreement.
The full text of the Asset Purchase Agreement, as amended, for
this sale is attached as Exhibits 2.1, 2.2 and 2.3 to this Form
8-K and is incorporated by reference herein.Unaudited Pro Forma
Financial Statements and accompanying notes are attached as
Exhibit 99.1 to this current report and incorporated herein by
reference.
Item 7.01.REGULATION FD DISCLOSURE
A copy of the May 1, 2017 press release announcing the closing of
the sale of Laynes Heavy Civil business is attached to this
current report as Exhibit 99.2 and is incorporated herein by
reference.This press release shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be incorporated by reference in any
registration statement filed under the Securities Act of 1933, as
amended, unless specifically identified therein as being
incorporated by reference therein.
Item 9.01FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information
The following Unaudited Pro Forma Consolidated Financial
Statements are furnished with this Form 8-K as Exhibit 99.1 and
are incorporated herein by reference:
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The Unaudited Pro Forma Consolidated Statements of |
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The Unaudited Pro Forma Consolidated Balance Sheet of |
The Unaudited Pro Forma Consolidated Financial Statements are
presented for illustrative purposes only and are not intended to
represent or be indicative of our consolidated results of
operations or financial position that would have been reported
had the disposition of Heavy Civil been completed as of the dates
presented, and should not be taken as representation of our
future consolidated results of operations or financial condition.
The pro forma adjustments are based on available information and
certain assumptions that management believes are reasonable under
the circumstances.
(d) Exhibits
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Exhibit Number |
Description of Exhibit |
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Exhibit 2.1 |
Asset Purchase Agreement, dated February 8, 2017, by and |
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Exhibit 2.2 |
Amendment No. 1 to Asset Purchase Agreement, dated March |
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Exhibit 2.3 |
Amendment No. 2 to Asset Purchase Agreement, dated April |
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Exhibit 99.1 |
Unaudited Pro Forma Financial Statements and accompanying |
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Exhibit 99.2 |
Press Release dated May 1, 2017 of Layne Christensen |
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*The schedules and exhibits have been omitted to Item 601(b)(2)
of Regulation S-K. Layne Christensen Company undertakes to
furnish supplemental copies of any of the omitted schedules or
exhibits upon request by the Securities and Exchange Commission.
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.
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LAYNE CHRISTENSEN COMPANY |
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(Registrant) |
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Date: May 4, 2017 |
By: |
/s/ J. Michael Anderson |
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J. Michael Anderson Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit Number |
Description of Exhibit |
|
|
Exhibit 2.1 |
Asset Purchase Agreement, dated February 8, 2017, by and |
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Exhibit 2.2 |
Amendment No. 1 to Asset Purchase Agreement, dated March |
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Exhibit 2.3 |
Amendment No. 2 to Asset Purchase Agreement, dated April |
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Exhibit 99.1 |
Unaudited Pro Forma Financial Statements and accompanying |
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Exhibit 99.2 |
Press Release dated May 1, 2017 of Layne Christensen |
*The schedules and exhibits have been omitted
About LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN)
Layne Christensen Company (Layne) is a water management, construction and drilling company. The Company provides drilling solutions for water management, mineral services and specialty drilling needs. The Company operates through four segments: Water Resources, Inliner, Heavy Civil and Mineral Services. Its Water Resources segment provides its customers with solutions for various aspects of water supply system development and technology throughout the United States. Its Inliner segment is a service rehabilitation company offering a range of solutions for wastewater, storm water and process sewer pipeline networks. Its Heavy Civil segment delivers solutions to government agencies and industrial clients by overseeing the design and construction of water and wastewater treatment plants and pipeline installation. Its Mineral Services conducts ground drilling activities, including core drilling, reverse circulation, dual tube, hammer and rotary air-blast methods. LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) Recent Trading Information
LAYNE CHRISTENSEN COMPANY (NASDAQ:LAYN) closed its last trading session down -0.03 at 7.85 with 143,206 shares trading hands.
