NN, INC. (NASDAQ:NNBR) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.Completion of Acquisition or Disposition of Assets.
On August17, 2017, to the previously disclosed Purchase Agreement, dated as of July10, 2017 (the “Purchase Agreement”), by and between NN, Inc. (the “Company”) and TSUBAKI NAKASHIMA Co., Ltd., a Japanese joint stock company (the “Purchaser”), the Company completed its sale of the Company’s global precision bearing components business (the “PBC Business”). to the terms of the Purchase Agreement, the Purchase Price (as defined in the Purchase Agreement) for the PBC Business was approximately $387.6 million, which was paid by the Purchaser in cash.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby are subject to, and qualified in their entirety by, the Purchase Agreement, which was attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July10, 2017 with the Securities and Exchange Commission and is incorporated herein by reference.
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of the PBC Business is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01.Regulation FD Disclosure.
On August17, 2017, the Company issued a press release announcing the completion of the transaction contemplated by the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information, including the press release attached hereto, furnished under this Item 2.01 shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
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Item 2.01.Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of the Company giving effect to the sale of the PBC Business are attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.The attachments include an unaudited pro forma condensed consolidated balance sheet of the Company as of June30, 2017, an unaudited pro forma condensed consolidated statement of operations of the Company for the six months ended June30, 2017 and unaudited pro forma condensed consolidated statements of operations of the Company for each of the fiscal years ended December31, 2016, 2015 and 2014, and present the Company’s financial condition and results of operations as if the sale of the PBC Business had occurred on June30, 2017 for the unaudited pro forma condensed consolidated balance sheet and on January1, 2014 for the unaudited pro forma condensed consolidated statements of operations.
(d) Exhibits
|
ExhibitNo. |
Description |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 99.2 | Press Release issued by NN, Inc., dated August 17, 2017 |
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NN INC ExhibitEX-99.1 2 d639643dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On August 17,…To view the full exhibit click here
About NN, INC. (NASDAQ:NNBR)
NN, Inc. is a diversified industrial company. The Company operates through three segments: the Precision Bearing Components Group, the Precision Engineered Products Group and the Autocam Precision Components Group. Within its Precision Bearing Components Group, the Company manufactures and supplies high precision bearing components, consisting of balls, cylindrical rollers, tapered rollers, spherical rollers and metal retainers for bearing and constant velocity-joint manufacturers. Within its Precision Engineered Products Group, the Company designs and manufactures a range of high-precision metal and plastic components, assemblies and finished devices for the medical, electrical, automotive and aerospace end markets. Within its Autocam Precision Components Group, the Company manufactures highly engineered precision metal components and subassemblies for the automotive, heating, ventilating and air conditioning, fluid power and diesel engine end markets.