GGG Graco Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 24, 2015

Graco Inc.

(Exact name of registrant as specified in charter)

 

Minnesota				001-09249				41-0285640
(State or other Jurisdiction of Incorporation)				(Commission File Number)				(IRS Employer Identification No.)

 

88 – 11th Avenue Northeast Minneapolis, Minnesota				55413
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (612) 623-6000

                                         Not Applicable                                        

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On March 24, 2015, the U.S. Federal Trade Commission (the “Commission”) notified Graco Inc. (the “Company”) that it had approved the Company’s Application for Approval of Divestiture (the “Application”).

In the Application, the Company proposed to fulfill the requirements of the Decision and Order of the Commission approved on October 6, 2014 by divesting certain liquid finishing business assets to Carlisle Companies Incorporated and Carlisle Fluid Technologies, Inc. (collectively, the “Purchasers”) pursuant to an Asset Purchase Agreement dated October 7, 2014 by and among the Purchasers, the Company and Finishing Brands Holdings Inc., as amended by that certain Amendment No. 1 dated as of March 6, 2015 (the “Purchase Agreement”). As the Company previously reported, the assets being divested to Purchasers are comprised of certain assets relating to the liquid finishing business operations that the Company acquired from Illinois Tool Works Inc. and its affiliates on April 2, 2012, including those involved in the development, manufacture and sale of Binks^® spray finishing equipment, DeVilbiss^® spray guns and accessories, Ransburg^® electrostatic equipment and accessories and BGK curing technology.

The approval of the Application satisfies one of the conditions to closing of the transactions contemplated by the Purchase Agreement. Subject to the satisfaction or waiver of the remaining closing conditions, the closing of the transactions contemplated by the Purchase Agreement is expected to occur on or about April 1, 2015.

On March 25, 2015, the Company issued a press release relating to the approval of the Application, which press release is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibit.

 

99.1   Press Release issued on March 25, 2015 by Graco Inc.

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Signature

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, thereunto duly authorized.

 

 

 

				GRACO INC.
Date:    March 25, 2015				By:		/s/ Karen Park Gallivan
						Karen Park Gallivan
						Its:  Vice President, General Counsel and Secretary

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EXHIBIT INDEX

 

Exhibit		Description		Method   of Filing
99.1		Press Release issued on March 25, 2015 by Graco Inc.		Filed Electronically

Exhibit 99.1

 

		GRACO INC.
		P.O. Box 1441
		Minneapolis, MN
		55440-1441
		NYSE: GGG

 

FOR IMMEDIATE RELEASE:		FOR FURTHER INFORMATION:
March 25, 2015		James A. Graner 612-623-6635
		Media: Bryce Hallowell 612-623-6679
		bhallowell@graco.com

Graco Receives Approval from FTC to Sell Liquid Finishing Business Assets

Targets April 1 Closing Date

MINNEAPOLIS, MN (March 25, 2015) – Graco Inc. (NYSE:GGG) announced today that it has received notice from the United States Federal Trade Commission (FTC) approving the Company’s application to sell the Liquid Finishing business assets pursuant to the previously announced purchase agreement with Carlisle Companies Incorporated (NYSE:CSL) for $590 million in an all-cash transaction, subject to customary post-closing adjustments. The closing of the divestiture is expected to occur on or about April 1, 2015, subject to satisfaction or waiver of remaining closing conditions.

Net proceeds from Graco’s investment in the Liquid Finishing business assets and the sale transaction are expected to be approximately $570 million, reflecting the $590 million purchase price adjusted for estimated cash balances, less transaction fees and estimated tax expenses related to the sale, and cash dividends of approximately $30 million expected to be received in the first quarter. Consistent with prior quarters, such dividends will be recognized as other income on Graco’s consolidated statement of earnings. Graco will not receive additional dividends related to the Liquid Finishing business assets after the transaction closes.

The Liquid Finishing business assets to be sold to Carlisle include those involved in the development, manufacture, and sale of Binks^® spray finishing equipment, DeVilbiss^® spray guns and accessories, Ransburg^® electrostatic equipment and accessories, and BGK curing technology.

ABOUT GRACO

Graco Inc. supplies technology and expertise for the management of fluids and coatings in both industrial and commercial applications. It designs, manufactures and markets systems and equipment to move, measure, control, dispense, and spray fluid and powder materials. A recognized leader in its specialties, Minneapolis-based Graco serves customers around the world in the manufacturing, processing, construction, and maintenance industries. For additional information about Graco Inc., please visit us at www.graco.com or on Twitter @GracoInc.

Cautionary Statement Regarding Forward-Looking Statements

A forward-looking statement is any statement made in this press release and in reports that the Company files periodically with the Securities and Exchange Commission, as well as in other press releases, analyst briefings, conference calls and the Company’s Overview report to shareholders, which are not statements of historical fact. All forecasts and projections are

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forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” or “estimate” or comparable terminology are intended to identify forward-looking statements. The Company undertakes no obligation to update these statements in light of new information or future events.

These forward-looking statements are made within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company cannot give any assurance that the results forecasted in any forward-looking statement will actually be achieved. Actual results could differ materially from those expressed or implied by such forward-looking statements due to various factors, including: the ability of the Company and Carlisle to satisfy the conditions to closing of the transaction; the risk that the transaction will not be closed within the expected time period, if at all; to what extent, if any, the Company will be able to realize the expected benefits of actions taken in anticipation of or in preparation for closing, particularly if closing does not occur or is delayed; whether and when the Company will be able to realize the expected financial results and effect of the transaction; how customers, competitors, suppliers and employees react to the transaction; economic changes in global markets; and whether the Company will be able to complete a divestiture in a time frame that is satisfactory to the Federal Trade Commission. Please refer to Item 1A of the Company’s Annual Report on Form 10-K for fiscal year 2014 for a more comprehensive discussion of other risk factors that relate generally to our business and financial condition. These reports are available on our website at www.graco.com/ir and the Securities and Exchange Commission’s website at www.sec.gov.

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