LYDALL, INC. (NYSE:LDL) Files An 8-K Financial Statements and ExhibitsItem 9.01 would be filed no later than 71 days after the date the Initial Form 8-K reporting the Acquisition was required to be filed. This amendment to the Initial Form 8-K, is to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| (a) | Financial Statements of business acquired. |
The audited condensed consolidated financial statements of Susquehanna Capital Acquisition Company and Subsidiaries for the years ended December 31, 2017 and 2016 are attached as Exhibit 99.1 to this current report on Form 8-K/A and are incorporated herein by reference.
The unaudited consolidated financial statements of Susquehanna Capital Acquisition Company and Subsidiaries for the six months ended June 30, 2018 and 2017 are attached as Exhibit 99.2 to this current report on Form 8-K/A and are incorporated herein by reference.
| (b) | Pro Forma financial information. |
The unaudited pro forma condensed combined financial information for the nine months ended September 30, 2018, and for the year ended December 31, 2017, and the related notes are attached as Exhibit99.3 to this current report on Form8-K/Aand are incorporated herein by reference.
The following exhibits are included with this report, as set forth below:
| Exhibit | Exhibit |
| Number | Description |
| 10.1 | Stock Purchase Agreement, dated August 9, 2018, by and among Lydall, Inc., Susquehanna Capital Acquisition Co. and Vulcan Global, LLC, an affiliate of Wind Point Partners, filed as Exhibit 2.1 to the Registrant’s Form 8-K dated August 14, 2018 and incorporated herein by reference.(The Company will supplementally furnish any omitted schedules to the Commission upon request).* |
| 10.2 | Second Amended and Restated Credit Agreement, dated August 31, 2018, by and among Lydall, Inc., as borrower, the Guarantors named therein, and Bank of America, N.A., as Agent for the Lenders. (The Company will supplementally furnish any omitted schedules to the Commission upon request).* |
| 10.3 | Second Amended and Restated Guaranty Agreement, dated August 31, 2018, by and among Lydall, Inc., and Bank of America, N.A.* |
| 10.4 | Second Amended and Restated Security Agreement, dated August 31, 2018 by and between Lydall Thermal/Acoustical, Inc., and Bank of America, N.A.* |
| 10.5 | Second Amended and Restated Security Agreement, dated August 31, 2018 by and between Lydall Performance Materials, Inc. (formerly Lydall Filtration/Separation, Inc.) and Bank of America, N.A.* |
| 10.6 | Second Amended and Restated Security Agreement, dated August 31, 2018 by and between Lydall International, Inc., and Bank of America, N.A.* |
| 10.7 | Amended and Restated Security Agreement, dated August 31, 2018 by and between Lydall Southern Felt Company, Inc., and Bank of America, N.A.* |
| 10.8 | Security Agreement, dated August 31, 2018, by and between Lydall North America LLC, and Bank of America, N.A.* |
| 10.9 | Security Agreement, dated August 31, 2018, by and between Susquehanna Capital Acquisition Co., and Bank of America, N.A.* |
| 10.10 | Security Agreement, dated August 31, 2018, by and between Interface Performance Materials, Inc., and Bank of America, N.A.* |
| 10.11 | Security Agreement, dated August 31, 2018, by and between Interface Sealing Solutions, Inc., and Bank of America* |
| 23.1 | Consent of Baker Tilly Virchow Krause, LLP. |
| 99.1 | Audited consolidated financial statements of Susquehanna Capital Acquisition Company and Subsidiaries for the years ended December 31, 2017 and 2016. |
| 99.2 | Unaudited consolidated financial statements of Susquehanna Capital Acquisition Company and Subsidiaries for the six months ended June 30, 2018 and 2017. |
| 99.3 | Unaudited pro forma condensed combined financial information for the nine months ended September 30, 2018 and for the year ended December 31, 2017 and the related notes. |
* Previously filed or furnished
Cautionary Statements
Under the Private Securities Litigation Reform Act of 1995
Any statements contained in this Current Report on Form 8-K/A that are not statements of historical fact may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management’s current expectations for the future operating and financial performance of the Company based on current assumptions relating to the Company’s business, the economy and future conditions. Forward-looking statements generally can be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “forecasts,” “predicts,” “targets,” “prospects,” “strategy,” “signs” and other words of similar meaning in connection with the discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others, those identified in Part I, Item 1A – Risk Factors of Lydall’s Annual Report on Form 10-K for the year ended December 31, 2017 and Part II, Item 1A Risk Factors of Lydall’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. Accordingly, the Company’s actual results may differ materially from those contemplated by forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. These forward-looking statements speak only as of the date of this Form 8-K/A, and Lydall does not assume any obligation to update or revise any forward-looking statement made in this Form 8-K/A or that may from time to time be made by or on behalf of the Company.
LYDALL INC /DE/ ExhibitEX-23.1 2 tv507398_ex23-1.htm EXHIBIT 23.1 Exhibit 23.1 Consent of Independent Auditor We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos.333-181139,…To view the full exhibit click here
About LYDALL, INC. (NYSE:LDL)
Lydall, Inc. (Lydall) designs and manufactures specialty engineered non-woven filtration media, industrial thermal insulating solutions, and thermal and acoustical barriers for filtration or separation and heat abatement, and sound dampening applications. The Company’s segments are Performance Materials, Industrial Filtration, Thermal/Acoustical Metals, and Thermal/Acoustical Fibers. The Performance Materials segment is engaged in the filtration, thermal insulation and life sciences filtration businesses. The Industrial Filtration segment is engaged in the Lydall’s industrial non-woven felt media and filter bag business. The Thermal/Acoustical Metals segment is engaged in the Lydall’s metal parts and related tooling. The Thermal/Acoustical Fibers segment is engaged in the Lydall’s fiber parts business and related tooling business for use in automotive applications. The Company’s products are sold to original equipment manufacturers and tier-one suppliers.
