Modine Manufacturing Company (NYSE:MOD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Company (the Company) completed its previously-announced
acquisition of the shares of multiple target companies (the
Target Companies) held by Luvata Heat Transfer Solutions II AB, a
company incorporated in Sweden (Luvata), which together represent
the Luvata Heat Transfer Solutions business. The shares of the
Target Companies acquired comprise the whole of the allotted and
issued share capital of such companies. The acquisition was
completed in accordance with the terms of a Share Sale and
Purchase Agreement between the Company and Luvata (the Purchase
Agreement) dated September 6, 2016, as amended. Additional
information regarding the terms of the Purchase Agreement is set
forth in the Current Report on Form 8-K filed by the Company on
September 8, 2016.
acquisition of the Target Companies was approximately $418
million, which includes cash consideration equal to approximately
$391 million and stock consideration in the amount of 2,219,424
shares (the Share Consideration) of the Companys common stock,
par value $0.625 per share, issued to certain of Luvatas lenders
on the Completion Date. The Share Consideration was issued
subject to lock-up agreements prohibiting the recipients from
transferring the Share Consideration for a period of one year
following the Completion Date, subject to certain limited
exceptions.
existed no material relationship between the Target Companies and
the Company or any of its affiliates, directors or officers, or
any associate of such persons.
| Item 3.02 |
Unregistered Sales of Equity Securities.
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Completion Date, the Company issued the Share Consideration to
certain of Luvatas lenders as a portion of the consideration for
the shares of the Target Companies, as described under Item 2.01,
above. The Company believes that this transaction was exempt from
registration requirements to Section 4(a)(2) of the Securities
Act of 1933, as amended. The four recipients of the Share
Consideration represented to the Company, among other matters,
(1) that they acquired the shares solely for their own accounts,
for investment, and not on behalf of other persons or with a view
to public distribution, and (2) their belief that they possess
the sophistication to evaluate the merits and risks of an
investment in the shares. The offering was conducted without the
use of any advertising, general solicitation or other public
means, and appropriate restrictive legends have been applied to
the shares.
| Item 8.01 |
Other Events.
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announcing the completion of the acquisition described under Item
2.01, above. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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| (a) |
to Item 9.01(a)(4) of Form 8-K, the Company will amend
this filing not later than 71 calendar days after December 6, 2016, to file the financial statements of the Target Companies for the periods specified in Rule 3-05(b) of Regulation S-X. |
| (b) |
to Item 9.01(b)(2) of Form 8-K, the Company will amend
this filing not later than 71 calendar days after December 6, 2016, to furnish the pro forma financial information with respect to the Target Companies to Article 11 of Regulation S-X. |
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(c)
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Not applicable.
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Press Release dated November 30, 2016
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About Modine Manufacturing Company (NYSE:MOD)
Modine Manufacturing Company provides engineered heat transfer systems and heat transfer components for use in on-highway and off-highway original equipment manufacturer (OEM) vehicular applications, and for sale into an array of building, industrial and refrigeration markets. The Company’s products include radiators and radiator cores, exhaust gas recirculation coolers, building heating, ventilating and air conditioning (HVAC) equipment, and coils. Its segments include Americas, Europe, Asia and Building HVAC. Its Americas segment consists of vehicular and industrial original equipment products in North America and South America, as well as aftermarket products in South America. Its Europe segment consists of vehicular and industrial original equipment products in Europe. Its Asia segment consists of vehicular and industrial original equipment products in Asia. Its Building HVAC segment consists of building heating, ventilating and air conditioning products throughout the world. Modine Manufacturing Company (NYSE:MOD) Recent Trading Information
Modine Manufacturing Company (NYSE:MOD) closed its last trading session up +0.45 at 14.85 with 357,016 shares trading hands.
