SPARTAN MOTORS, INC. (NASDAQ:SPAR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets
On January 1, 2017, Spartan Motors USA, Inc. (the Company), a
wholly-owned subsidiary of Spartan Motors, Inc., completed its
acquisition of essentially all of the assets and certain
liabilities of Smeal Fire Apparatus Co., Smeal Properties, Inc.,
Ladder Tower Co., and U.S. Tanker Co. (collectively, Smeal) to an
Asset Purchase Agreement dated December 12, 2016 (the Purchase
Agreement). The assets acquired consist of the assets used by
Smeal in the operation of its business designing, manufacturing,
and distributing vehicles, components, and apparatus for the fire
service industry.
The consideration paid by the Company at closing consisted of
$32.5 million paid in cash and the forgiveness of certain
liabilities owed by Smeal to the Company in the amount of $7.4
million. to the Purchase Agreement, the consideration is subject
to a final working capital adjustment. In addition, to the
Purchase Agreement, the Company will be required to make a
subsequent tax gross-up payment, which is not expected to exceed
$2.4 million and which is expected to be more than offset by tax
benefits of approximately $3.8 million accruing to the Company.
Smeal has been a significant chassis customer of the Company. The
price paid to the Purchase Agreement was the subject of arms
length negotiation between Smeal and the Company.
The cash consideration was funded primarily through borrowings
from the Companys existing $100 million line of credit, as set
forth in the Second Amended and Restated Credit Agreement, dated
as of October 31, 2016, by and among the Company and its
affiliates, as borrowers; certain lenders; Wells Fargo Bank,
National Association, as Administrative Agent; and Wells Fargo
Securities, LLC, as Sole Lead Arranger and Sole Bookrunner.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement, a copy of
which is attached hereto as Exhibit 99.1.
2
Item 9.01Financial Statements and Exhibits
|
(a) |
Financial Statements of Business Acquired |
The financial statements of Smeal required by this Item 9.01(a)
will be included in an amendment to this Current Report on Form
8-K to be filed no later than 71 days after the date that this
Current Report is required to be filed.
|
(b) |
Pro Forma Financial Information |
The pro forma financial information required by this Item 9.01(b)
will be filed as an amendment to this Current Report on Form 8-K
to be filed no later than 71 days after the date that this
Current Report is required to be filed.
|
(d) |
Exhibits |
|
Exhibit 99.1 |
Asset Purchase Agreement, dated December 12, 2016, by and |
About SPARTAN MOTORS, INC. (NASDAQ:SPAR)
Spartan Motors, Inc. is an engineer and manufacturer in the heavy-duty, custom vehicles marketplace. The Company operates through three segments: Emergency Response Vehicles, Delivery and Service Vehicles, and Specialty Chassis and Vehicles. The Company’s Emergency Response Vehicles segment engineers and manufactures emergency response chassis, emergency response bodies and aerial equipment. The Delivery and Service Vehicles segment manufactures delivery and service vehicles through the Company’s subsidiary, Utilimaster Corporation (Utilimaster). The Company’s Specialty Chassis and Vehicles segment consists of the operations of Spartan Motors Chassis, Inc. (Spartan Chassis) that engineer and manufacture motor home chassis, defense vehicles and other specialty chassis, and distribute related aftermarket parts and assemblies. The Company markets its products under brands, such as Spartan ERV, Aeromaster, Trademaster, Metromaster and Utilivan. SPARTAN MOTORS, INC. (NASDAQ:SPAR) Recent Trading Information
SPARTAN MOTORS, INC. (NASDAQ:SPAR) closed its last trading session down -0.05 at 9.15 with 70,713 shares trading hands.