TRC COMPANIES, INC. (NYSE:TRR) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets
Companies, Inc. (the Company) entered into a Stock Purchase
Agreement dated as of such date (the Purchase Agreement) with
David Saber (“Seller”), the sole stockholder of Caltrop
Corporation (“Caltrop”), a California Corporation, to purchase
all of the outstanding shares of Caltrop for $17 million of cash,
subject to working capital and other adjustments, and a
three-year subordinated promissory note in the principal amount
of $8.5 million. The transactions contemplated by the Purchase
Agreement closed on April 1, 2017.
obligations of the Purchaser thereunder, including certain
indemnification obligations. The Purchase Agreement contains
customary representations, warranties, covenants and indemnities
of the parties to the agreement.
Report on Form 8-K as Exhibit 2.1 and is incorporated by
reference into this Item 2.01 as though fully set forth herein.
The foregoing summary description of the Purchase Agreement and
the transactions contemplated therein is not intended to be
complete and is qualified in its entirety by the complete text of
the Purchase Agreement.
security holders with information regarding its terms. It is not
intended to provide any other factual or financial information
about the Company, the Purchaser or any of their subsidiaries or
affiliates. The representations, warranties and covenants
contained in the Purchase Agreement were made only for purposes
of that agreement and as of specific dates; were solely for the
benefit of the parties to the Purchase Agreement; may be subject
to limitations agreed upon by the parties, including being
qualified by disclosures made for the purposes of allocating
contractual risk between the parties to the Purchase Agreement
instead of establishing these matters as facts; and may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants
or any description thereof as characterizations of the actual
state of facts or condition of the Company, the Purchaser or any
of their respective subsidiaries or affiliates. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Purchase Agreement. The Purchase Agreement should not be read
alone, but should instead be read in conjunction with the other
filings that the Company makes with the Securities and Exchange
Commission.
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Exhibit 2.1
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Stock Purchase Agreement dated as of March 28, 2017, by and
among TRC Engineers, Inc., as purchaser, TRC Companies, Inc., and David Saber, as seller. |
About TRC COMPANIES, INC. (NYSE:TRR)
TRC Companies, Inc. is an engineering, consulting and construction management firm. The Company provides engineering, consulting and construction management services to the environmental, power, infrastructure and pipeline projects from initial concept to delivery and operation. It operates through four segments: Energy, which provides services to a range of clients, including energy companies, power utilities, other commercial entities, and state and federal government entities; Environmental, which provides services to a range of clients, including industrial, transportation, energy and natural resource companies, as well as federal, state and municipal agencies; Infrastructure, which provides services related to the expansion of infrastructure capacity, and Pipeline Services, which provides pipeline and facilities engineering; Engineering, Procurement and Construction (EPC)/Engineering, Procurement, and Construction Management (EPCM); field services, and integrity services. TRC COMPANIES, INC. (NYSE:TRR) Recent Trading Information
TRC COMPANIES, INC. (NYSE:TRR) closed its last trading session down -0.05 at 17.40 with 5,061,500 shares trading hands.