M&A - TRANSCAT INC

Form Type: S-3ASR

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000120677425000016

Filing Summary: Transcat, Inc. has filed a registration statement under the Securities Act of 1933 for the resale of 96,006 shares of its common stock by a selling shareholder, Richard L. Brion, as part of a Membership Unit Purchase Agreement with Martin Holding Inc. The aggregate purchase price for the acquisition of all membership units of Martin Calibration LLC was $79 million, comprised of $69 million in cash and approximately $10 million in common stock. This prospectus also emphasizes that Transcat, as a leading provider of calibration services, will not receive any proceeds from the sale of shares by the selling shareholder, who is responsible for any brokerage commissions. The shares of common stock registered for resale are part of the company's efforts to meet registration rights from an agreement dated December 10, 2024. The offering is intended to take place after the registration statement becomes effective, with no implications that the selling shareholder will sell the entirety of those shares.

Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000120677424001195

Filing Summary: On December 18, 2024, Transcat, Inc. entered into severance agreements with its executive team, including the CEO, CFO, and Senior VP of Human Resources, which become effective in the event of a Change in Control. The agreements provide for severance payments and benefits if the executive's employment is terminated during a 24-month period following a Change in Control. Change in Control is defined to include scenarios such as mergers, tender offers, or significant ownership changes involving the company's securities. Specific terms for severance duration are set for each officer: 24 months for the CEO, 12 months for the CFO, and 6 months for the Senior VP. Additionally, any existing stock options and grants will vest immediately upon termination related to a Change in Control. The full agreement details are filed as Exhibit 10.1 with this report.