Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 1, 2023, Mayville Engineering Company, Inc. (the “Company”) acquired all of the issued and outstanding limited liability interests of Mid-States Aluminum (“MSA”). The acquisition was consummated in accordance with the terms and conditions of that certain Unit Purchase Agreement, dated as of June 19, 2023, among the Company and the shareholders of MSA (the “Purchase Agreement”), following a reorganization of MSA from a corporation to a limited liability company. The Company filed the Purchase Agreement with the Securities and Exchange Commission on June 21, 2023 as Exhibit 2 to its Current Report on Form 8-K dated June 19, 2023. MSA is a leading manufacturer of custom aluminum extrusions and fabrications that also offers related services including design, engineering, extrusions, fabrication, anodizing and finishing, assembly, and packaging.
The purchase price in the acquisition was $95,944,962, subject to adjustments for the amount of cash, indebtedness, net working capital, and certain expenses of MSA as of the closing. At the closing of the acquisition, the Company applied an estimate of the adjustments and paid total net consideration of $90,001,726, $500,000 of which was deposited in an escrow as security for potential post-closing purchase price adjustment claims and $8,000,000 of which was deposited in an escrow as security for potential post-closing indemnification claims. Following the closing, the parties will determine the actual adjustments as of the closing and reconcile the resulting final purchase price with the estimated purchase price.
The Company financed the acquisition by borrowing under its amended and restated credit agreement, dated as of June 28, 2023. The Company filed the amended and restated credit agreement with the Securities and Exchange Commission on June 29, 2023 as Exhibit 10 to its Current Report on Form 8-K dated June 28, 2023.
Item 9.01. Financial Statements and Exhibits.
| (a) | The required financial statements of MSA will be filed by amendment to this Current Report on Form 8-K not later than September 16, 2023 (which is 71 calendar days after the date that this initial Current Report on Form 8-K is required to be filed). |
| (b) | The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than September 16, 2023 (which is 71 calendar days after the date that this initial Current Report on Form 8-K is required to be filed). |