Item 1.01 Entry into a Material Definitive Agreement.
OnNovember 3, 2021 ,Columbus McKinnon Corporation (the "Company") entered into a stock purchase agreement (the "Purchase Agreement") by and among the Company,Garvey Corporation , aNew Jersey corporation ("Garvey"), andWilliam J. Garvey ,The Mark Garvey Residuary Trust and Thomas G. Garvey III (collectively the "Sellers"), pursuant to which the Company will acquire all of the issued and outstanding shares of capital stock of Garvey for a purchase price of$74.0 million , subject to adjustment, as set forth in the Purchase Agreement, for (i) net working capital, cash and indebtedness of Garvey at closing and (ii) a$2.0 million escrowed portion of the purchase price that only becomes payable, in whole or in part, to the Sellers if (a) the EBITDA target set forth in the Purchase Agreement for the twelve-month period commencing on the month immediately following closing is achieved and (b) a specific current executive of Garvey remains employed with Garvey until at leastMarch 31, 2023 . The Company expects to finance the purchase price for the acquisition with borrowings obtained by utilizing the accordion option under the Company's existing Term Loan B. The Purchase Agreement contains representations, warranties and covenants of each party customary for a transaction of this type. Between the date of the Purchase Agreement and the closing date, the Sellers have agreed to operate Garvey in the ordinary course of business and consistent with the terms of certain pre-closing covenants set forth in the Purchase Agreement. The closing of the acquisition is subject to customary closing conditions for a transaction of this nature. The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose 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. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding Garvey, the Sellers or the acquired business.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
OnNovember 4, 2021 , the Company issued a press release announcing entry into the Purchase Agreement. A copy of the press release and related presentation slides are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that this Current Report on Form 8-K contains material investor information that is not otherwise publicly available. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION 2.1 Stock Purchase Agreement, datedNovember 3, 2021 , amongColumbus McKinnon Corporation ,Garvey Corporation ,William J. Garvey ,The Mark Garvey Residuary Trust and Thomas G. Garvey III 99.1 Press Release, datedNovember 4, 2021 99.2 Presentation Slides, datedNovember 4, 2021 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
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