MSA SAFETY INCORPORATED (NYSE:MSA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry Into a Material Definitive Agreement. |
On June27, 2017, MSA Worldwide, LLC (MSA Worldwide), a subsidiary
of MSA Safety Incorporated (MSA), entered into a Membership
Interest Purchase Agreement (the Agreement) to acquire Globe
Holding Company, LLC and its subsidiaries (referred to herein
collectively as Globe), for a purchase price of approximately
$215 million in cash, less the payoff of existing debt and
certain transaction expenses. The purchase price is subject to a
working capital and other purchase price adjustments to be
finalized after the closing under the Agreement.
Headquartered in Pittsfield, New Hampshire and with significant
operations in Ada, Oklahoma and Auburn, Maine, Globe manufactures
and supplies firefighter protective clothing (i.e., turnout gear)
and other products for firefighters, emergency responders, EMT,
and other personnel. MSA Worldwide entered into the Agreement
with Globe, its members, and Donald D. Welch, II, as sellers
representative, to purchase all of the outstanding membership
interests of Globe Holding for the above-stated purchase price.
The closing of the transaction is subject to certain customary
closing conditions, including (i)any waiting period applicable to
the transaction under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 having expired or been terminated,
(ii)the absence of any injunction or other legal restraint
preventing or making illegal the closing of the transaction,
(iii)the accuracy of each partys representations and warranties
and compliance by each party with its covenants under the
Agreement, subject to certain materiality qualifications and
exceptions, (iv)the absence of a material adverse effect with
respect to Globe, and (v)the entering into of employment
retention agreements by certain key Globe employees. The owners
of Globe have agreed to five year non-compete agreements.
At the closing, the parties to the Agreement will enter into an
escrow agreement (the Escrow Agreement), to which $500,000 of the
purchase price from the Agreement will be placed into escrow to
fund the first $500,000 of post closing adjustments, if any, and
$10.75 million of the purchase price from the Agreement will be
placed into escrow for indemnification claims. The Escrow
Agreement expires 15 months after the Closing, although certain
indemnification rights for MSA survive the expiration of the
Escrow Agreement.
The foregoing description of the transaction to be consummated to
the Agreement does not purport to be complete and is qualified in
its entirety by reference to specific terms and conditions of the
Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Item8.01. |
Other Events. |
On June28, 2017, MSA issued a press release announcing that it
entered into the Agreement with respect to the acquisition of
Globe Holding Company, LLC. The full text of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) The following exhibits are furnished with this report on Form
8-K.
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| 10.1 |
Membership Interest Purchase Agreement, dated as of June 27, 2017, by and among MSA Worldwide, LLC, Globe Holding Company, LLC, the members of Globe Holding Company, LLC, Donald D. Welch, II, as sellers representative, and George E. Freese, III, Robert A. Freese and Donald D. Welch, II, as principals. |
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| 99.1 | Press release dated June 28, 2017. |
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MSA Safety Inc ExhibitEX-10.1 2 d416914dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT AMONG MSA WORLDWIDE,…To view the full exhibit click here