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): September 19, 2018

 

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

 

(860) 583-7070

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

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.            Entry into a Material Definitive Agreement.

 

 

Gimatic is a leading supplier of mission-critical solutions for industrial automation and robotic applications

 

The purchase price payable by the Purchaser to the Sellers at the closing of the Acquisition (the “Closing”) pursuant to the terms of the Purchase Agreement is €370 million in cash, subject to specified adjustments, and in particular such amount will be (i) increased or decreased based on the net working capital of the Company and its subsidiaries at the Closing relative to an agreed target working capital amount, (ii) decreased by the amount of any indebtedness, certain other debt-like items and certain transaction expenses of Gimatic and its subsidiaries, in each case as of the Closing, and (iii) increased by the amount of cash and cash equivalents held by Gimatic and its subsidiaries as of the Closing, in each case as further set forth in the Purchase Agreement.  The Company expects to fund the purchase price from cash on hand and additional borrowings under the Company’s existing credit facility, including increasing by $150 million the credit facility by accessing the accordion feature provided for in such facility.

 

The Purchase Agreement contains customary representations, warranties and covenants.  Subject to specified limitations, the Sellers have agreed to indemnify the Purchaser on a several basis for breaches of specified representations, warranties and covenants, as set forth in the Purchase Agreement.  The indemnification obligations and certain other obligations of AGIC and HDX under the Purchase Agreement will be guaranteed by the AGIC Fund and the Xenon Fund respectively.

 

The Closing is subject to the satisfaction of specified conditions, including obtaining regulatory approval in Germany.

 

The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

 

The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Sellers, any of their respective affiliates or businesses, or the actual conduct of their respective businesses during the period prior to or following the Closing. The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates.  The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by a confidential disclosure schedule delivered by the Sellers in connection with the Purchase Agreement.  The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

 

The following exhibit is filed as part of this Current Report on Form 8-K:

 

* The Company hereby agrees to provide the U.S. Securities and Exchange Commission, upon request, copies of any omitted exhibits or schedules to this exhibit required by Item 601(b)(2) of Regulation S-K.

 

SIGNATURES