M&A - Array Technologies, Inc.

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Form Type: 8-K

Filing Date: 2025-06-18

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525142342

Filing Summary: On June 17, 2025, Array Technologies, Inc. entered into an equity purchase agreement to acquire all outstanding equity interests of APA Solar, LLC, a company specialized in solar racking and mounting systems. The transaction involves a total base purchase price of $210,000,000, which will be split into 80% cash at closing and 20% as deferred payments over the next two years. Additionally, the agreement includes potential earnout shares contingent on APA's financial performance over a three-year period, with a maximum grant based on a valuation of $40,000,000. The closing of this transaction is subject to various customary conditions, including regulatory approvals. The board of directors has approved the agreement, which may be terminated if not closed by October 15, 2025. All significant terms, conditions, and restrictions regarding representations and warranties are detailed within the purchase agreement, which is attached as an exhibit to the report.

Additional details:

Base Purchase Price: 210000000


Cash Payment Percentage: 80


Deferred Payment Percentage: 20


Earnout Consideration: 40000000


Maximum Earnout Valuation: 90000000


Transaction Closing Deadline: 2025-10-15


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