Current Report Filing (8-k)
December 12 2017 - 1:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2017
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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000-54799
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31-1637659
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5875 LANDERBROOK DRIVE, SUITE 300, CLEVELAND, OHIO
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44124-4069
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(Address of principal executive offices)
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(Zip code)
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(440) 449-9600
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01
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Entry into a Material Definitive Agreement.
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On December 6, 2017, Hyster-Yale
Acquisition Holding Ltd. (Acquisition Co.), a wholly-owned subsidiary of Hyster-Yale Materials Handling, Inc. registered in the United Kingdom, signed an Equity Transfer Agreement (ETA) with KNSN Pipe & Pile Company
Limited (KNSN), pursuant to which Acquisition Co. will purchase 75% of the equity interest of Zhejiang Maximal Forklift Co., Ltd. (Maximal) from KNSN for an aggregate purchase price of $90 million. After the closing
under the ETA, the remaining 25% of the equity interest of Maximal will be owned by the current senior management of Maximal, through
Y-C
Hong Kong Holding Company Limited (HK Holding Co.). Maximal
is a privately held manufacturer of utility and standard lift trucks and specialized materials handling equipment founded in 2006 in the Hangzhou, Zhejiang Province of China.
Under the terms of the ETA, upon the closing, Acquisition Co. will pay $81 million to a jointly-controlled bank account under the name of
KNSN, and KNSN is only allowed to use such amount to repay intercompany indebtedness owed by KNSN to Maximal and to remove existing related-party guarantees provided by Maximal. Any balance amount remaining after fulfilling the specified purposes
will belong to KNSN. In addition, upon the closing, Acquisition Co. will pay $9 million to an escrow account, which will be released to KNSN in two installments. The first installment of $2.7 million will be released on the second
anniversary of the closing and the second installment of $6.3 million will be released on the third anniversary of the closing subject to a number of conditions. The closing of the transaction is subject to customary closing conditions and
required regulatory approvals. KNSN is obliged to indemnify Acquisition Co. from and against any breach of representations and warranties and any liabilities and losses associated with the
pre-closing
operations of Maximal. Either party has a right to terminate the transaction if the closing conditions (other than governmental approvals) have not been satisfied within nine months of the signing, with no penalties on either party. There is no
guarantee that the closing will occur either as provided for in the ETA or at all. There is no guarantee that either Acquisition Co. or KNSN will fulfill all conditions to closing and that if not fulfilled, that either party will waive the
outstanding conditions to closing.
Moreover, on December 6, 2017, Hyster-Yale Group Inc., a subsidiary of Hyster-Yale Materials
Handling, Inc. incorporated in the State of Ohio, signed an incentive agreement with Mr. Jin Hong Lu (Mr. Lu), a key member of senior management of Maximal and the majority shareholder of KNSN. Pursuant to this agreement,
Hyster-Yale Group Inc. will pay $10 million to Mr. Lu by the third anniversary of the closing under the ETA, provided that Mr. Lu, his immediate family members and any affiliates fully comply with the
non-competition,
conflict of interest,
non-solicitation,
and compliance covenants set forth in such agreement.
Furthermore, pursuant to the terms of the ETA, on December 6, 2017, Mr. Lu signed and issued a Guarantee and Undertaking Letter for
the benefit of Acquisition Co., guaranteeing KNSNs performance of all terms, covenants, undertakings and obligations under the ETA, and undertaking to cause and ensure all covenants and closing conditions under the ETA will be fulfilled in
accordance with the ETA. In the case of any breach of the ETA by KNSN, Mr. Lu shall be jointly and severally liable for such breach and shall indemnify Acquisition Co. against any losses arising from such breach in accordance with the ETA and
applicable laws.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: December 12, 2017
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HYSTER-YALE MATERIALS HANDLING, INC.
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By:
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/s/ Kenneth C. Schilling
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Name:
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Kenneth C. Schilling
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Title:
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Senior Vice President and Chief Financial Officer
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