Cummins Inc. completed the Split-Off of 80.5% stake in Atmus Filtration Technologies Inc..
March 12, 2024
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Cummins Inc. (NYSE:CMI) announced the split off of 80.5% stake in Atmus Filtration Technologies Inc. on April 21, 2022. Cummins intends to make a tax-free distribution to its stockholders of all or a portion of its equity interest in Atmus Filtration Technologies, which may include one or more distributions effected as a dividend to all Cummins stockholders, one or more distributions in exchange for Cummins shares or other securities, or any combination thereof. Cummins intends to make the distribution of all or a portion of its equity interest in Atmus Filtration Technologies following the initial public offering of shares of common stock of Atmus Filtration Technologies. As of February 14, 2024, Cummins Launches Exchange Offer for Separation of Atmus Filtration Technologies Inc. Through the planned exchange offer, Cummins shareholders will have the option to exchange all, some or none of their shares of Cummins common stock for shares of Atmus common stock, subject to the terms of the exchange offer, subject to an upper limit of 13.3965 shares of Atmus common stock for each share of Cummins common stock tendered and accepted in the exchange offer. If the exchange offer is consummated but not fully subscribed, Cummins intends to make a tax-free distribution to its shareholders of the shares of Atmus common stock that were offered but not exchanged in the exchange offer effected as a dividend on a pro rata basis to holders of Cummins common stock as of the record date. As of March 11, 2024, Under the terms of the final exchange offer, 12.0298 shares of Atmus common stock will be exchanged for each share of Cummins common stock accepted in the exchange offer. As of March 14, 2024, 69,142,112 shares of Cummins common stock were validly tendered. Cummins intends to accept 5,574,050 of the tendered shares in exchange for the 67,054,726 shares of Atmus common stock owned by Cummins. Because the exchange offer was oversubscribed, Cummins is accepting only a portion of the shares of its common stock that were validly tendered and not validly withdrawn, on a pro rata basis in proportion to the number of shares tendered.
For the year ended December 31, 2021, Atmus Filtration Technologies reported sales of $1.4 billion, operating income of $214.7 million, net income of $171.3 million, EBITDA of $240.2 million, total assets of $848.3 million and common equity of $437.2 million. The completion of the exchange offer is subject to certain conditions, including: at least 33,527,363 shares of Atmus common stock being distributed in exchange for shares of Cummins common stock validly tendered in the exchange offer; and the receipt of an opinion of counsel that the exchange offer will qualify for tax-free treatment to Cummins and its participating stockholders. The expiration date of the exchange offer is March 13, 2024. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC will serve as dealer managers for the exchange offer. The transfer agent and registrar for Atmus Common Stock is Broadridge Corporate Issuer Solutions.
Cummins Inc. completed the Split-Off of 80.5% stake in Atmus Filtration Technologies Inc. (NYSE:ATMU) on March 13, 2024.
Atmus Filtration Technologies Inc. is engaged in filtration and media solutions. The Company designs and manufactures advanced filtration products, principally under the Fleetguard brand, that enable lower emissions and provide superior asset protection. It serves customers across truck, bus, agriculture, construction, mining, marine and power generation vehicle, and equipment markets, along with providing comprehensive aftermarket support and solutions. Its products include fuel filters, lube filters, air filters, crankcase ventilation, hydraulic filters and coolants and other chemicals. It offers products for first fit and aftermarket applications to original equipment manufacturers, dealers/distributors, and end-users. The Company produces and sells Fleetguard branded products in over 140 countries, including countries in North America, Europe, South America, Asia, Australia, and Africa. Fleetguard branded products are available through distribution centers worldwide.