SPARTAN MOTORS, INC. (NASDAQ:SPAR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement
On December 12, 2016, Spartan Motors USA, Inc. (the Company), a
wholly-owned subsidiary of Spartan Motors, Inc., entered into an
Asset Purchase Agreement (the Purchase Agreement”) with Smeal
Fire Apparatus Co. (SFA), Smeal Properties, Inc. (Properties),
Ladder Tower Co. (LTC), U.S. Tanker Co. (UST, and together with
SFA, Properties, and LTC, Smeal), and Rod Cerny, solely in the
capacity as the Representative, to which the Company will acquire
substantially all of the assets and assume certain liabilities of
Smeal. Smeal is engaged in the business of manufacturing
emergency response vehicle bodies and aerial devices. Under the
Purchase Agreement, the transaction is expected to close on or
about January 1, 2017, subject to the satisfaction or waiver of
certain closing conditions.
to the Purchase Agreement, at closing, the Company will pay
approximately $36.3 million in cash (subject to certain net
working capital adjustments), forgive certain liabilities owed by
Smeal to the Company (totaled approximately $5.7 million as of
December 12, 2016), and 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.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement, a copy of
which will be filed as an exhibit to the Companys report filed on
Form 10-K for the year ended December 31, 2016.
Item 8.01Other Information
On December 13, 2016, the Company issued a press release
announcing the execution of the Purchase Agreement, a copy of
which is attached hereto as Exhibit 99.1. In addition, the
Company provided a series of supplementary materials available to
investors on the Companys website at
www.spartanmotors.com/smeal, including a slide
presentation, which is attached hereto as Exhibit 99.2, and a
fact sheet, which is attached hereto as Exhibit 99.3.
The information in this Item 8.01 and the attached Exhibits shall
not be deemed filed for purposes of Section 18 of the Securities
Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
|
Exhibit 99.1 |
Press release issued December 13, 2016, regarding the |
|
Exhibit 99.2 |
Slide presentation dated December 13, 2016 regarding the |
|
Exhibit 99.3 |
Fact sheet dated December 13, 2016 regarding the Purchase |
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 -0.30 at 9.05 with 136,389 shares trading hands.