Thor Industries Inc. (THO) filed a Form 8K – Acquisition or Disposition of Assets – with the U.S Securities and Exchange Commission on June 30, 2016.
On June 30, 2016 (the “Closing Date”), Thor Industries, Inc. (the “Company”) consummated its acquisition of Jayco, Corp., an Indiana corporation (“Jayco”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated as of the Closing Date, by and among the Company, the shareholders of Jayco (the “Sellers”), Jayco, and Wilbur L. Bontrager, as the Seller Representative. Jayco is engaged in the business of manufacturing towable and motorized recreational vehicles. Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of Jayco (the “Transaction”). The Closing was deemed effective as of 11:59 p.m. on the Closing Date.
The consideration paid by the Company to the Sellers consisted of $576,000,000 in cash (the “Purchase Price”), subject to adjustment as set forth in the Purchase Agreement. The Purchase Price was funded through existing cash on hand as well as approximately $360,000,000 in borrowings from an asset-based revolving line of credit arranged through the Company’s lenders and discussed in more detail in Item 2.03 below.
The Purchase Agreement contains customary representations and warranties, and indemnification, non-competition, non-solicitation, and confidentiality provisions. As part of the Transaction, the Company purchased a Buyer-side representations and warranties insurance policy from Berkshire Hathaway Specialty Insurance.
Jayco will operate as an independent, wholly-owned subsidiary of the Company following the closing of the Transaction and Jayco’s senior management team has agreed to continue employment with Jayco after the sale. Jayco’s assets include land, buildings, equipment, and other tangible and intangible property. The assets of Jayco will be used in connection with the operation of Jayco’s business of manufacturing towable and motorized recreational vehicles.
The foregoing description of the Purchase Agreement contained herein is a summary of the material terms, does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein. The schedules and exhibits referenced in the Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.
The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/730263/000114420416112006/v443842_8k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/730263/000114420416112006/0001144204-16-112006-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company’s financial position or the value of its shares.
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