Atmus Filtration Technologies Reports Change in Control
Ticker: ATMU · Form: 8-K · Filed: Mar 18, 2024 · CIK: 1921963
| Field | Detail |
|---|---|
| Company | Atmus Filtration Technologies Inc. (ATMU) |
| Form Type | 8-K |
| Filed Date | Mar 18, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: change-of-control, corporate-action
Related Tickers: ATMU
TL;DR
Atmus Filtration (ATMU) just filed an 8-K for a change in control. Big moves ahead?
AI Summary
On March 18, 2024, Atmus Filtration Technologies Inc. filed an 8-K report detailing a change in control. The filing indicates a significant event related to the company's control structure, though specific transaction details or parties involved are not immediately clear from this initial filing.
Why It Matters
A change in control can signal a shift in company strategy, ownership, or management, potentially impacting stock value and future operations.
Risk Assessment
Risk Level: medium — A change in control event is inherently significant and can introduce uncertainty or opportunity, warranting a medium risk assessment.
Key Players & Entities
- Atmus Filtration Technologies Inc. (company) — Registrant
- March 18, 2024 (date) — Date of report
- Delaware (jurisdiction) — State of incorporation
- 6155147339 (phone_number) — Registrant's telephone number
FAQ
What specific event triggered the 'Change in Control of Registrant' disclosure?
The provided filing excerpt does not specify the exact transaction or event that constitutes the change in control, only that it is being reported.
Who are the parties involved in this change of control?
The filing does not name the acquiring party or the specific individuals or entities involved in the change of control.
When did the change in control become effective?
The 'Date as of change' is listed as March 18, 2024, indicating this is the effective date or the date the change was reported.
What is the significance of the 'Regulation FD Disclosure' item listed?
This indicates that the information being disclosed is intended to be broadly disseminated to the public, adhering to Regulation Fair Disclosure rules.
Does this filing provide any financial details related to the change in control?
This specific excerpt of the 8-K filing focuses on the event of change in control and does not include detailed financial statements or transaction amounts.
Filing Stats: 685 words · 3 min read · ~2 pages · Grade level 10.3 · Accepted 2024-03-18 16:06:41
Key Financial Figures
- $0.0001 — nge on which registered Common stock, $0.0001 par value ATMU New York Stock Excha
Filing Documents
- tm2325015d26_8k.htm (8-K) — 28KB
- tm2325015d26_ex99-1.htm (EX-99.1) — 7KB
- tm2325015d26_ex99-1img001.jpg (GRAPHIC) — 9KB
- tm2325015d26_ex99-1img02.jpg (GRAPHIC) — 3KB
- 0001104659-24-035532.txt ( ) — 222KB
- atmu-20240318.xsd (EX-101.SCH) — 3KB
- atmu-20240318_lab.xml (EX-101.LAB) — 33KB
- atmu-20240318_pre.xml (EX-101.PRE) — 22KB
- tm2325015d26_8k_htm.xml (XML) — 3KB
01
Item 5.01 Changes in Control of Registrant. On March 18, 2024, Cummins Inc. ("Cummins") announced the final results of its previously announced offer to exchange up to an aggregate of 67,054,726 shares of common stock of Atmus Filtration Technologies Inc. ("Atmus") that Cummins owned for outstanding shares of common stock of Cummins, on the terms and subject to the conditions set forth in Atmus' registration statement on Form S-4 (File No. 333-277051), originally filed by Atmus with the Securities and Exchange Commission (the "SEC") on February 14, 2024, and the final prospectus filed by Atmus with the SEC on March 7, 2024. According to Cummins' announcement, Cummins accepted an aggregate of 5,574,051 shares of its common stock in the Exchange Offer, in exchange for 67,054,719 shares of Atmus' common stock, representing approximately 80.5% of Atmus' common stock outstanding as of March 18, 2024. Additionally, cash in lieu of fractional shares of Atmus common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market. As a result, Cummins no longer owns any shares of common stock of Atmus.
01
Item 7.01 Regulation FD Disclosure On March 18, 2024, Atmus issued a press release announcing the completion of the Exchange Offer. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Atmus specifically incorporates it by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press Release issued by Atmus Filtration Technologies Inc. on March 18, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES 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 hereunto duly authorized. ATMUS FILTRATION TECHNOLOGIES INC. By: /s/ TONI Y. HICKEY Toni Y. Hickey Chief Legal Officer and Corporate Secretary March 18, 2024