NN, INC. (NASDAQ:NNBR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
to the Stock Purchase Agreement, on the Closing Date, the Purchaser acquired all of the outstanding capital stock of PMG. The aggregate purchase price (the “Purchase Price”) for the Acquisition was $375.0million in cash, adjusted to account for PMG’s indebtedness, working capital and cash balance at the Closing Date. The Purchase Price was also adjusted to certain Acquisition-related expenses.
The foregoing description of the Stock Purchase Agreement and the transactions contemplated thereby is subject to, and qualified in its entirety by, the full text of the Stock Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April3, 2018, which is incorporated herein by reference.
Item 1.01.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K above is incorporated herein by reference.
| Item 1.01. | Regulation FD Disclosure. |
On May7, 2018, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press release, furnished under this Item 1.01 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.
| Item 1.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
Financial statements of the business acquired will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Report is required to be filed.
| (b) | Pro Forma Financial Information |
Pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Report is required to be filed.
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Exhibit No. |
Description |
| 2.1 | Stock Purchase Agreement, dated April 2, 2018, by and among Precision Engineered Products LLC, NN, Inc., PMG Intermediate Holding Company and Paragon Equity LLC (previously filed as Exhibit 2.1 to the Current Report on Form 8-K, filed on April 3, 2018 and incorporated therein by reference). |
| 10.1 | Amendment No.4 to Amended and Restated Credit Agreement, dated May 7, 2018 by and among NN, Inc., the affiliated Guarantors party thereto, SunTrust Bank, SunTrust Robinson Humphrey, Inc. and the Lenders party thereto. |
| 10.2 | Second Lien Credit Agreement, dated May7, 2018, by and among NN, Inc., the affiliated Guarantors party thereto, SunTrust Bank, SunTrust Robinson Humphrey, Inc. and the Lenders party thereto. |
| 99.1 | Press Release issued by NN, Inc. dated May7, 2018. |
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NN INC ExhibitEX-10.1 2 d584161dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 4 TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) is entered into as of May 7,…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.