SPX CORPORATION (NASDAQ:SPXC) Files An 8-K Completion of Acquisition or Disposition of Assets

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SPX CORPORATION (NASDAQ:SPXC) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 30, 2016, certain SPX Corporation (SPX or the
Company) subsidiaries completed the previously announced sale of
SPXs Balcke-Drr businesses, a group within SPXs Power Reportable
Segment (Balcke-Drr), to a subsidiary of mutares AG. Mutares AG
is a German-based publically traded industrial holding company.
to the Share Purchase Agreement, by and among SPX Cooling
Technologies Leipzig GmbH, a company organized in Germany, Marley
Cooling Tower (Holdings) Limited, a company organized in the
United Kingdom, and SPX Mauritius Ltd., a company organized in
Mauritius (collectively, the Sellers, and each a Seller), and
mutares Holding-24 AG, a company organized in Germany
(Purchaser), and, as parent guarantor, mutares AG, a company
organized in Germany (mutares), the Sellers transferred the
equity interests of the various subsidiaries comprising
Balcke-Drr to Purchaser on a debt-free basis in exchange for 5
cash at closing. In addition, Sellers provided a non-interest
bearing loan of 8.8 million to Purchaser, payable in installments
due at years end 2018 and 2019, and left approximately 20 million
of cash and sufficient working capital (subject to a working
capital adjustment) within Balcke-Drr to support ongoing
operations and implementation of the Purchasers strategic plan.
Finally, the parties agreed to an earn-out arrangement whereby
Purchaser will pay a percentage of free cash flow of Balcke-Drr,
up to 5 million, beginning in 2020.
Item 8.01. Other Events.
A copy of the press release issued by the Company announcing the
completion of the sale is included as Exhibit 99.1 hereto and is
incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
99.1
Press Release of SPX Corporation, dated December 30,
2016