Item 1.01.
Entry into a Material Definitive Agreement.
On July 8, 2019, Actuant Corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and
among the Company, Actuant France SAS, a company organized under the laws of France, Actuant Holdings AB, a company organized under the laws of Sweden, and BRWS Parent LLC, a Delaware limited liability company (“Buyer”) and affiliate of One Rock
Capital Partners II, LP (the “Sponsor”), pursuant to which the Company has agreed to sell its Engineered Components & Systems segment (excluding the Company’s Cortland U.S. business) (the “Business”) to Buyer.
Subject to the terms and conditions of the Purchase Agreement, Buyer (through one or more direct or indirect subsidiaries of Buyer)
has agreed to purchase (i) all of the outstanding equity interests of newly-formed entities formed to hold the Business and (ii) certain intercompany notes in France and Sweden (the “Transaction”). The purchase price for the Transaction is
approximately $214.5 million (of which approximately $3.0 million will be paid in four quarterly installments after closing), subject to customary adjustments set forth in the Purchase Agreement (as so adjusted, the “Purchase Price”). The completion
of the Transaction is subject to customary closing conditions, including, among others (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of
approvals under or expiration or termination of applicable waiting periods under other applicable competition laws, (ii) the completion of certain restructuring transactions in preparation for the Transaction, (iii) the absence of a material adverse
effect with respect to the Business and (iv) customary conditions regarding the accuracy of the representations and warranties and compliance by the parties in all material respects with their respective obligations under the Purchase Agreement. The
transaction is not subject to a financing condition. The transaction is expected to close in the fourth calendar quarter of 2019, subject, among other things, to satisfaction of the foregoing conditions. Employee representative consultations are to
be conducted in certain jurisdictions prior to the closing of the Transaction.
The Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Transaction.
Between the date of the Purchase Agreement and the completion of the Transaction, the Company has agreed to use commercially reasonable efforts to operate the Business in the ordinary course of business consistent with past practices and has agreed
to certain other operating covenants with respect to the Business as set forth more fully in the Purchase Agreement.
The Purchase Agreement includes customary termination provisions in favor of the Company, on the one hand, and Buyer, on the other
hand, including if the closing of the Transaction has not occurred on or before December 31, 2019. The Company will be entitled to receive a termination fee from Buyer if the Purchase Agreement is terminated under certain circumstances. An affiliate
of the Sponsor has guaranteed the payment of the termination fee to the Company when due, together with certain other payment, reimbursement and indemnity obligations of Buyer under the Purchase Agreement.
Both the Company and Buyer have agreed to indemnify the other party for losses arising from certain breaches of the Purchase Agreement
and other liabilities, subject to certain limitations.
In connection with the closing of the Transaction, the Company and Buyer will enter into certain additional ancillary agreements,
including a transition services agreement and certain other customary agreements.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement. A copy of the Purchase Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties thereto and may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts. In addition,
such representations and warranties were made only as of the dates specified in the Purchase Agreement and information regarding the subject matter thereof may change after the date of the Purchase Agreement. Accordingly, the Purchase Agreement is
included with this filing only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company or its business as of the date of the Purchase Agreement or as of any
other date.
Investors and security holders should not rely on such representations and warranties as characterizations of the
actual state of facts or circumstances, since they were made only as of a specific date and are modified in important part by the underlying disclosure schedules. In addition, certain representations and warranties may be subject to a contractual
standard of materiality different from what might be viewed as material to stockholders.