M&A - CSW INDUSTRIALS, INC.

Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: New

Accession Number: 000119312525056730

Filing Summary: On March 17, 2025, CSW Industrials, Inc.'s wholly-owned subsidiary RectorSeal, LLC, entered into a Merger Agreement with Aspen Manufacturing, LLC and RS Acquisition Sub, LLC. The agreement outlines that RS Acquisition Sub will merge with Aspen, with Aspen becoming a wholly owned subsidiary of RectorSeal. The acquisition involves a base purchase price of $313.5 million in cash, subject to customary adjustments related to Aspen's indebtedness and working capital. Upon merger completion, all outstanding equity units of Aspen will be canceled and converted into the right to receive a portion of the Merger Consideration. Additionally, $8 million of the total price will be placed in escrow for securing post-closing adjustments and indemnities. The agreement includes typical representations, warranties, and covenants, with several conditions required for the consummation of the merger, such as the approval from Aspen's equity holders and compliance with the Hart-Scott-Rodino Antitrust Improvements Act. The Merger Agreement also provides for termination rights if the merger is not completed by September 17, 2025.

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