SKYLINE CORPORATION (NYSEMKT:SKY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On February24, 2017, Skyline Corporation (Corporation) entered
into a Real Estate Purchase Agreement (Agreement) with Champion
Home Builders, Inc. (Champion) to sell certain improved real
property and certain equipment located in Mansfield, Texas. The
assets to be disposed of in the transaction include, but are not
limited to:
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A manufactured housing facility consisting of approximately 79,000 square feet situated on 10 acres (Tract 13Q03, A-644, Thomas J. Hanks Survey, City of Mansfield, Tarrant County, Texas) (the Mansfield Property); |
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Equipment used in the production of product. Equipment does not include raw materials, inventory and licensed vehicles; and |
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Champion has the option but not the obligation to assume any leased equipment of the Corporation, which the Corporation shall assign to Champion upon fifteen (15)days written notice by the Corporation. |
The amount and nature of the consideration to be received by the
Corporation for the assets sold include:
| A non-refundable cash payment of $1,000; |
|
A good faith cash deposit of $99,000. This amount is refundable to Champion should it choose to terminate the Agreement; and |
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A cash payment of $2,125,000 due and payable at the Closing, which is scheduled to occur on or before April7, 2017. |
On February28, 2017, the Corporation and Champion entered into a
Novation and Amendment of Contract (the Novation) to address the
following:
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The Mansfield Property is owned by Homette Corporation (Homette), a wholly owned subsidiary of the Corporation; and |
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A portion of the Mansfield Property is leased for oil and gas production under an agreement (the Oil and Gas Lease) under which Homette is entitled to certain payments (the Royalties). |
The Corporation and Champion novated and amended the Agreement in
order to substitute Homette for the Corporation as the Seller
under the Agreement, and to provide for Homette to continue to
receive the Royalties under the Oil and Gas Lease for a period of
60 months following the closing of the transactions under the
Agreement as amended by the Novation. to the Novation, Homette
has assumed and agreed to perform all of the Corporations
obligations under the Agreement. In addition, Meridian Title
Corporation is identified as the Title Company referred in the
Agreement.
The Agreement contains customary representations, warranties, and
indemnification provisions. The foregoing description of the
Agreement and Novation are summaries and do not purport to be
complete and are qualified in their entirety by reference to the
Agreement and Novation, copies of which are attached hereto as
Exhibit 2.1 and 2.2, respectively, and incorporated by reference
herein.
Forward-Looking Statements
This document contains certain forward-looking information about
the Corporation that is intended to be covered by the safe harbor
for forward-looking statements provided by the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
generally can be identified by use of statements that include,
but are not limited to, phrases such as believe, expect, future,
anticipate, intend, plan, foresee, may, should, will, estimates,
potential, continue, or other similar words or phrases.
Similarly, statements that describe the Corporations objectives,
plans, or goals also are forward-looking statements. Such
forward-looking statements involve inherent risks and
uncertainties, many of which are difficult to predict and are
generally beyond the control of the Corporation. The Corporation
cautions readers that a number of important factors could cause
actual results to differ materially from those expressed in,
implied, or projected by such forward-looking statements. Risks
and uncertainties include, but are not limited to: consumer
confidence and economic uncertainty; availability of wholesale
and retail financing; the health of the U.S. housing market as a
whole; federal, state, and local regulations pertaining to the
manufactured housing industry; the cyclical nature of the
manufactured housing industry; general or seasonal weather
conditions affecting sales; potential impact of natural disasters
on sales and raw material costs; potential periodic inventory
adjustments by independent retailers; interest rate levels; the
impact of inflation; the impact of high or rising fuel costs; the
cost of labor and raw materials; competitive pressures on pricing
and promotional costs; catastrophic events impacting insurance
costs; the availability of insurance coverage for various risks
to the Corporation; market demographics; and managements ability
to attract and retain executive officers and key personnel.
If any of these risks or uncertainties materializes or if any of
the assumptions underlying such forward-looking statements proves
to be incorrect, the developments and future events concerning
the Corporation set forth may differ materially from those
expressed or implied by these forward-looking statements. You are
cautioned not to place undue reliance on these statements, which
speak only as of the date of this document. The Corporation
assumes no obligation to update such forward-looking statements
to reflect events or circumstances after the date of this
document or to reflect the occurrence of unanticipated events,
unless obligated to do so under the federal securities laws.
Item9.01 Financial Statements and Exhibits.
(d)Exhibits.
|
ExhibitNo. |
Description |
|
| 2.1* |
Real Estate Purchase Agreement dated February24, 2017 between Skyline Corporation and Champion Home Builders, Inc. |
|
| 2.2 |
Novation and Amendment of Contract dated February28, 2017 between Skyline Corporation, Champion Home Builders, Inc. and Homette Corporation |
| * |
Skyline has omitted schedules and similar attachments to the subject agreement to Item601(b) of Regulation S-K.Skyline will furnish a copy of any omitted schedule or similar attachment to the SEC upon request. |
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this current report to be signed on
its behalf by the undersigned hereunto duly authorized.
| SKYLINE CORPORATION | ||||||
| Date: March 2, 2017 | ||||||
| By: |
/s/ Jon S. Pilarski |
|||||
| Jon S. Pilarski | ||||||
| Chief Financial Officer |
EXHIBIT INDEX
|
ExhibitNo. |
Description |
|
| 2.1* |
Real Estate Purchase Agreement dated February24, 2017 between Skyline Corporation and Champion Home Builders, Inc. |
|
| 2.2 |
Novation and Amendment of Contract dated February28, 2017 between Skyline Corporation, Champion Home Builders, Inc. and Homette Corporation |
| * |
Skyline has omitted schedules and similar attachments to the subject agreement |
About SKYLINE CORPORATION (NYSEMKT:SKY)
Skyline Corporation designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured housing communities located throughout the United States and Canada. As of May 31, 2016, the Company sold 3,217 manufactured homes, 360 modular homes and 337 park models. Its housing products are marketed under a number of trademarks. They are available in lengths ranging from 30 feet to 76 feet and in singlewide widths from 12 feet to 18 feet, doublewide widths from 18 feet to 32 feet, and triplewide widths from 36 feet to 46 feet. As of May 31, 2016, the area of a singlewide ranges from approximately 400 to 1,200 square feet, a doublewide from approximately 700 to 2,400 square feet, and a triplewide from approximately 1,600 to 2,900 square feet. The Company’s Modular homes are built according to state, provincial or local building codes. Park models are marketed under the Shore Park trademark. SKYLINE CORPORATION (NYSEMKT:SKY) Recent Trading Information
SKYLINE CORPORATION (NYSEMKT:SKY) closed its last trading session up +0.03 at 12.52 with 55,557 shares trading hands.