Wabash National Corporation (NYSE:WNC) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
On September27, 2017, Wabash National Corporation (“Wabash National”) announced its successful completion of the acquisition of Supreme Industries, Inc. (“Supreme”) following a completion of the offering period for the cash tender offer by Wabash National’s direct wholly-owned subsidiary, Redhawk Acquisition Corporation (“Purchaser”), for all outstanding shares of (i)Class A common stock, par value $0.10 per share (the “Class A Shares”), and (ii)Class B common stock, par value $0.10 per share (the “Class B Shares” and, collectively with the Class A Shares, the “Shares”), of Supreme. The depositary for the tender offer has advised Wabash National that at the completion of the offering period at 12:01 a.m., New York City time, on September 27, 2017, stockholders of Supreme had validly tendered 14,074,879 Class A Shares and 1,656,466 Class B Shares (including Shares tendered through notices of guaranteed delivery), representing an aggregate of approximately 91.67% of Supreme’s outstanding Shares as of such time (or approximately 90.88% of outstanding Shares excluding notices of guaranteed delivery). The Shares tendered in the offer were sufficient under the Delaware General Corporation Law for Purchaser to merge with and into Supreme after the completion of the tender offer and for Supreme to become a wholly owned subsidiary of Wabash National without a vote of Supreme’s stockholders. Shares validly tendered and not properly withdrawn during the offering period have been accepted for payment and will be paid promptly. As a result of the merger that followed the tender offer, each Share not tendered and accepted for payment in the offer, other than those Shares with respect to which the holders properly exercise appraisal rights and Shares held by Wabash National or a subsidiary of Wabash National, has been converted into the right to receive $21.00 net to the seller in cash, without interest thereon and subject to applicable withholding taxes. Upon completion of the acquisition, Supreme became a direct wholly owned subsidiary of Wabash National and Supreme’s Shares will cease to be traded on the NYSE American stock exchange.
On September27, 2017, Wabash National issued a press release announcing the completion of the offering period described in Item 2.01 above. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements of Business Acquired |
The financial statements for the business acquired required by this Item, with respect to the acquisition described in Item 2.01 above, will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 above, will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
About Wabash National Corporation (NYSE:WNC)
Wabash National Corporation is engaged in designing, manufacturing and marketing standard and customized truck and tank trailers, intermodal equipment and transportation related products. The Company’s segments include Commercial Trailer Products, Diversified Products, Retail, and Corporate and Eliminations. The Commercial Trailer Products segment manufactures standard and customized van and platform trailers. The Commercial Trailer Products segment produces and sells new trailers to the Retail segment and to customers who purchase trailers directly from the Company or through independent dealers. The Diversified Products segment focuses to expand its customer base, and diversify its product offerings and revenues. The Retail segment includes the sale of new and used trailers, as well as the sale of after-market parts and service, through its retail branch network. It offers products under the brand names, including Walker Transport, Brenner Tank, DuraPlate and Beall Trailers.