M&A - ASCENT INDUSTRIES CO.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000009595325000070

Filing Summary: On June 30, 2025, Ascent Industries Co. completed the acquisition of substantially all the assets of American Stainless Tubing, LLC (ASTI) by selling them to First Tube, LLC, a wholly-owned subsidiary of Triple-S Steel Holdings, Inc. The cash proceeds from this transaction were approximately $16 million, subject to certain closing adjustments. Concurrently, Ascent entered into a Limited Consent, Fifth Amendment to its Credit Agreement with BMO Bank N.A. which included amendments related to the divestiture of ASTI, releasing liens on its assets, and maintaining a maximum revolving loan commitment of $30 million. Additionally, Ascent and Store Master Funding XII, LLC finalized a Sixth Amended and Restated Master Lease Agreement to reduce the rent, following the removal of the ASTI facility from the lease. Ascent issued a press release on the same date announcing the completion of the asset sale, with further details incorporated into the report from prior filings. The forward-looking statements within the document caution readers regarding potential risks and uncertainties surrounding the transaction.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Acquisition

Type: New

Accession Number: 000009595325000054

Filing Summary: On June 23, 2025, Ascent Industries Co. and its subsidiary American Stainless Tubing, LLC entered into an Asset Purchase Agreement to sell substantially all assets related to ASTI to First Tube, LLC., which is a subsidiary of Triple-S Steel Holdings, Inc. The transaction consideration is approximately $16 million in cash, subject to closing adjustments, with an expected closing date of June 30, 2025. The Agreement includes customary representations, warranties, and limited indemnification.

Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: Update

Accession Number: 000009595325000019

Filing Summary: On April 4, 2025, Ascent Industries Co. entered into a Limited Consent, Fourth Amendment to Credit Agreement with BMO Bank N.A. This amendment includes a consent for the divestiture of Bristol Metals, LLC (BRISMET), which has been removed as a loan party. Additionally, the maximum revolving loan commitment under the credit facility was reduced from $60 million to $30 million, with an interest margin ranging from 1.85% to 2.35%. On the same date, Ascent and Store Master Funding XII, LLC also amended their Master Lease Agreement to remove the BRISMET facility. The document outlines the completion of an acquisition of substantially all of BRISMET's assets by Bristol Pipe and Tube, Inc., with a transaction value of approximately $45 million. Closing adjustments apply, and a Transition Services Agreement was established for transitional support. A press release on April 7, 2025, communicated the completion of this acquisition, further detailed in attached exhibits to the report.

Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000009595325000011

Filing Summary: On March 12, 2025, Ascent Industries Co. and its subsidiaries, Synalloy Metals, Inc. and Bristol Metals, LLC, entered into an Asset Purchase Agreement to sell substantially all of the assets of Bristol Metals to Bristol Pipe and Tube, Inc. for approximately $45 million in cash, subject to closing adjustments. The transaction is expected to close on March 31, 2025. Alongside the sale, a Transition Services Agreement has been established to provide certain services to the purchaser following the closing.