Item 1.01. Entry into a Material Definitive Agreement.
On May 24, 2018, Manitex International, Inc. (the Company) entered into a (a) Securities Purchase Agreement (the
Purchase Agreement) and (b) Registration Rights Agreement (the Registration Rights Agreement) with Tadano Ltd., a Japanese company (Tadano).
Securities Purchase Agreement
Pursuant
to the Purchase Agreement, the Company agreed to issue and sell to Tadano, and Tadano agreed to subscribe for, 2,918,542 shares of the Companys common stock, no par value (the Shares), representing approximately 14.9% of the
outstanding shares of common stock of the Company (based on the number of outstanding shares as of the date of the Purchase Agreement), at a purchase price of $11.19 per share and for an aggregate purchase price of approximately $32.7 million. The
transactions contemplated by the Purchase Agreement closed on May 29, 2018 (the Closing Date). The Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the
Securities Act), in reliance on Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Accordingly, the Shares are subject to certain restrictions and may not be transferred or resold without either
registration under the Securities Act or the existence of another exemption from such registration requirements.
The Purchase Agreement
contains customary representations, warranties, conditions, covenants and agreements for a transaction of this type. The Purchase Agreement provides that the Company is obligated to indemnify Tadano under certain circumstances based upon
breaches of representations, warranties or covenants by the Company in the Purchase Agreement, subject to customary exceptions and limitations.
Pursuant to the Purchase Agreement, Tadano may not dispose of the Shares and is prohibited from shorting or otherwise hedging securities of
the Company (or derivative securities based on securities issued by the Company) or otherwise engaging in similar transactions during a lockup period commencing on the Closing Date and continuing for the one-year period following the
Closing Date, subject to certain exceptions (the Lock-Up Period). Tadano is also subject to certain consent and voting obligations under the Purchase Agreement, including with respect to any sale of the Company approved by its board
of directors.
The Purchase Agreement also provides for certain rights of Tadano and certain limitations on the Company, subject in each
case to Tadano continuing to meet certain minimum ownership requirements. Specifically, so long as Tadano owns at least a majority of the Shares, Tadano has certain preemptive rights to purchase its pro rata share of specified equity securities
(including certain derivative and convertible securities) issued by the Company after the Closing Date. Additionally, so long as Tadano owns at least 10% of the Companys issued and outstanding shares of common stock, the Company is
prohibited, absent Tadanos consent, from, among other items: (i) increasing the number of directors on the Companys board of directors to a number greater than ten; (ii) entering into certain related person or affiliated
transactions, subject to certain exceptions; and (iii) authorizing or approving any plan of dissolution of the Company, any liquidating distribution of the Companys assets or other action relating to the dissolution or liquidation of the
Company. The Purchase Agreement also contains certain restrictions on asset sales by the Company. In addition, so long as it owns at least 10% of the Companys issued and outstanding shares of common stock, Tadano shall have the right to
nominate one individual to serve on the Companys board of directors.
Registration Rights Agreement
Pursuant to the Registration Rights Agreement, promptly upon written request by Tadano, which request may be made no sooner than the first
anniversary of the date of the Registration Rights Agreement, the
Company has agreed to prepare and file with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3 for purposes of registering the resale of
the Shares or, if the Company is not at such time eligible for the use of Form S-3, on an alternative form that permits the resale of the Shares with the Commission. The Company has also agreed to use its reasonable best commercial efforts to
cause such registration statement to be declared effective as soon as practicable following Tadanos request that the registration statement be prepared and filed. Under certain circumstances, the Company may suspend the use of the prospectus
included in such registration statement for not more than sixty consecutive days or a total of ninety days in any twelve-month period.
The Company has also agreed, among other things, to certain indemnification obligations under the Registration Rights Agreement with respect
to Tadano, its officers, directors, managers, members, employees, agents and representatives, their respective successors and assigns, any persons deemed controlling persons of Tadano under the Securities Act and their respective officers,
directors, managers, members, employees, agents and representatives. The Company has also agreed to pay all fees and expenses (including the legal fees of one counsel to Tadano but excluding any underwriting discounts and selling commissions)
incident to the Companys obligations under the Registration Rights Agreement.
The foregoing descriptions of the Purchase Agreement
and the Registration Rights Agreement are qualified in their entirety by reference to the full text of each of the Purchase Agreement and the Registration Rights Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and incorporated by reference herein.