M&A - COLUMBUS MCKINNON CORP

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525024548

Filing Summary: On February 10, 2025, Columbus McKinnon Corporation entered into a Stock Purchase Agreement with Kito Crosby Limited to acquire all issued and outstanding equity of Kito for approximately $2.7 billion in cash, pending satisfaction of specific conditions and regulatory approvals. The agreement outlines conditions such as absence of legal impediments, accuracy of representations, and operational cooperation between the parties. The acquisition is set to close no later than August 10, 2026, unless extended by mutual consent or other stipulated conditions. Additionally, an Investment Agreement was signed, allowing CD&R Investors to purchase Series A Cumulative Convertible Preferred Shares to help finance the acquisition, including details on conversion rights, dividends, and governance rights. The company also plans on entering a Registration Rights Agreement and received a Debt Commitment Letter from JPMorgan Chase Bank to secure financing for the acquisition.

Additional details:

Entry Into Material Definitive Agreement: Stock Purchase Agreement


Acquisition Price: $2,700,000,000


Conditions For Closing: Regulatory approvals, no material legal impediments, accurate representations, and performance of obligations


Investment Agreement Signatory: CD&R XII Keystone Holdings, L.P.


Preferred Shares Conversion Price: $37.68


Preferred Shares Dividend Rate: 7.0% per annum


Number Of Preferred Shares: 800,000


Aggregate Common Shares On Conversion: 21,231,440


Acquisition Closing: No later than August 10, 2026


Debt Commitment Letter Signatory: JPMorgan Chase Bank, N.A.


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