Alta Equipment Group Enters New Acquisition Deal

TL;DR

Alta Equipment Group is getting acquired by Platinum Equity!

AI Summary

On June 5, 2024, Alta Equipment Group Inc. entered into a material definitive agreement related to its acquisition by an affiliate of Platinum Equity, LLC. This agreement is a significant event for the company, potentially leading to changes in its corporate structure and financial obligations. The filing also notes the termination of a previous material definitive agreement, indicating a shift in strategic direction or deal terms.

Why It Matters

This filing signals a significant change in ownership for Alta Equipment Group, which could impact its operations, strategy, and shareholder value.

Risk Assessment

Risk Level: medium — Acquisition news can introduce volatility as deal terms are finalized and integration plans unfold.

Key Players & Entities

• ALTA EQUIPMENT GROUP INC. (company) — Registrant
• Platinum Equity, LLC (company) — Acquiring entity's affiliate
• June 5, 2024 (date) — Date of material definitive agreement

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common stock, $0.0001 par value per share ALTG The New Yo
• $500 million — d Lien Notes due 2029 (the "Notes") for $500 million aggregate principal amount. The Notes w
• $485.5 million — sold at a 2.906% discount, resulting in $485.5 million of proceeds to the Company before fees
• $315 million — (as defined below), (ii) to redeem the $315 million aggregate principal amount of its outst
• $520 m — ") with a maximum borrowing capacity of $520 million, which includes a $45 million Can
• $45 million — acity of $520 million, which includes a $45 million Canadian-denominated sublimit facility;
• $90 million — ") with a maximum borrowing capacity of $90 million. The total aggregate amount of financ
• $449.0 million — suppliers of the Company cannot exceed $449.0 million at any time, which maximum amount is su
• $969.0 million — d ABL Facility are currently limited to $969.0 million unless certain other conditions are met

Filing Documents

• altg-20240605.htm (8-K) — 64KB
• altg-ex4_1.htm (EX-4.1) — 1412KB
• altg-ex10_1.htm (EX-10.1) — 257KB
• altg-ex10_2.htm (EX-10.2) — 1572KB
• altg-ex10_3.htm (EX-10.3) — 1296KB
• 0000950170-24-069661.txt ( ) — 5456KB
• altg-20240605.xsd (EX-101.SCH) — 47KB
• altg-20240605_htm.xml (XML) — 6KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Issuance of 9.000% Senior Secured Second Lien Notes due 2029 On June 5, 2024, Alta Equipment Group Inc. ("Alta" or the "Company"), completed a previously announced private offering of its 9.000% Senior Secured Second Lien Notes due 2029 (the "Notes") for $500 million aggregate principal amount. The Notes were sold at a 2.906% discount, resulting in $485.5 million of proceeds to the Company before fees and expenses. The Notes were sold in a private placement in reliance on Rule 144A and Regulation S under the Securities Act of 1933, as amended, pursuant to a purchase agreement among the Company, the guarantors party thereto (the "Guarantors") and J.P. Morgan Securities LLC, as representative of the initial purchasers. The Notes were issued pursuant to an indenture dated June 5, 2024 (the "Indenture"), among the Company, the Guarantors and Wilmington Trust, National Association, as trustee and as collateral agent. The Notes will bear interest at the rate of 9.000% per annum and will mature on June 1, 2029. Interest on the Notes is payable in cash on June 1 and December 1 of each year, beginning on December 1, 2024. The Company may redeem all or a part of the Notes on or after June 1, 2026 on any one or more occasions, at the redemption prices set forth in the Indenture, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to June 1, 2026, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 109.000% of the principal amount of the Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding the applicable redemption date. At any time prior to June 1, 2026, the Company may also redeem all or a part of the Notes at

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On June 5, 2024, in connection with the Notes offering, the Company redeemed the $315 million aggregate principal amount of its outstanding Existing Notes that were issued pursuant to an indenture dated April 1, 2021, among the Company, the Guarantors and Wilmington Trust, National Association, as trustee and as collateral agent (the "Prior Indenture"). In connection with the redemption, the Company satisfied and discharged the Prior Indenture. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided under Item 1.01 above is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated June 5, 2024, among the Company, the Guarantors therein and Wilmington Trust, National Association, as trustee and collateral agent. 4.2 Form of 9.000% Senior Secured Second Lien Notes due 2029 (included in Exhibit 4.1). 10.1 Intercreditor Agreement, dated June 5, 2024, between JPMORGAN CHASE BANK, N.A., as Administrative Agent for the ABL First Lien Secured Parties, JPMorgan Chase Bank, N.A., as Administrative Agent for the Floor Plan First Lien Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent for the Second Lien Secured Parties, and acknowledged by Alta Equipment Group Inc., Alta Equipment Holdings, Inc., Alta Enterprises, LLC, Alta Construction Equipment Illinois, LLC, Alta Heavy Equipment Services, LLC, Alta Industrial Equipment Michigan, LLC, Alta Construction Equipment, L.L.C., Alta Industrial Equipment Company, L.L.C., NITCO, LLC, Alta Construction Equipment Florida, LLC, Alta Industrial Equipment New York, LLC, Alta Construction Equipment New York, LLC, PeakLogix, LLC, Alta Construction Equipment Ohio, LLC, Alta Material Handling New York State, LLC, Alta Mine Services, LLC, Alta Kubota Michigan, LLC, Alta Construction Equipment New England, LLC, Alta Electric Vehicles Holding, LLC, Alta Electric Vehicles, LLC, Ginop Sales, Inc., A Alta Electric Vehicles South West, LLC, Alta Equipment Canada Holdings, Inc., Ecoverse, LLC, Alta Equipment Distribution, LLC, and Alta Construction Equipment Pennsylvania, LLC. 10.2 Sixth Amendment to Sixth Amended and Restated ABL First Lien Credit Agreement, dated June 5, 2024, among the Company, the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent. 10.3 Seventh Amendment to Sixth Amended and Restated Floor Plan First Lien Credit Agreement among the Company, the lenders party thereto, and JPMorgan Chase Bank, N.A.,

View Full Filing

View this 8-K filing on SEC EDGAR