Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2021, Columbus McKinnon Corporation (the "Company") entered into
a stock purchase agreement (the "Purchase Agreement") by and among the Company,
Garvey Corporation, a New Jersey corporation ("Garvey"), and William 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 least March 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.
On November 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.
EXHIBIT NUMBER DESCRIPTION
2.1 Stock Purchase Agreement, dated November 3, 2021, among Columbus
McKinnon Corporation, Garvey Corporation, William J. Garvey, The Mark
Garvey Residuary Trust and Thomas G. Garvey III
99.1 Press Release, dated November 4, 2021
99.2 Presentation Slides, dated November 4, 2021
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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