M&A - COLUMBUS MCKINNON CORP
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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