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)
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Minnesota |
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001-09249 |
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41-0285640 |
(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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88 11th
Avenue Northeast Minneapolis, Minnesota |
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55413 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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))
On March 24, 2015, the U.S. Federal Trade Commission (the
Commission) notified Graco Inc. (the Company) that it had approved the Companys 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. |
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99.1 Press Release issued on March 25, 2015 by Graco Inc. |
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.
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GRACO INC. |
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Date: March 25, 2015 |
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By: |
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/s/ Karen Park Gallivan
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Karen Park Gallivan |
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Its: Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit |
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Description |
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Method of
Filing |
99.1 |
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Press Release issued on March 25, 2015 by Graco Inc. |
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Filed Electronically |
Exhibit 99.1
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GRACO INC. |
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P.O. Box 1441 |
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Minneapolis, MN |
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55440-1441 |
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NYSE: GGG |
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FOR IMMEDIATE RELEASE: |
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FOR FURTHER INFORMATION: |
March 25, 2015 |
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James A. Graner 612-623-6635 |
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Media: Bryce Hallowell 612-623-6679 |
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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 Companys 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 Gracos 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 Gracos 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 Companys Overview report to shareholders, which are not statements of historical fact. All forecasts and projections are
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 Companys 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 Commissions website
at www.sec.gov.
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