Brady Corp Enters Material Definitive Agreement

TL;DR

Brady Corp signed a big deal on July 3rd. Details TBD.

AI Summary

On July 3, 2024, Brady Corp entered into a Material Definitive Agreement. The filing does not disclose the specific details of this agreement, but it is categorized under Item 1.01, indicating a significant contract or deal. The company is based in Milwaukee, Wisconsin, and this filing was made on July 10, 2024.

Why It Matters

This filing signals a significant new contract or partnership for Brady Corp, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The lack of specific details about the Material Definitive Agreement introduces uncertainty regarding its potential impact on Brady Corp.

Key Players & Entities

• BRADY CORP (company) — Registrant
• July 3, 2024 (date) — Date of earliest event reported
• July 10, 2024 (date) — Filing date
• Milwaukee, Wisconsin (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ass A Nonvoting Common Stock, par value $0.01 per share BRC New York Stock Exchange

Filing Documents

• brc-20240703.htm (8-K) — 35KB
• exhibit21spa.htm (EX-2.1) — 451KB
• 0000746598-24-000055.txt ( ) — 688KB
• brc-20240703.xsd (EX-101.SCH) — 2KB
• brc-20240703_lab.xml (EX-101.LAB) — 24KB
• brc-20240703_pre.xml (EX-101.PRE) — 14KB
• brc-20240703_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT In March 2024, Braton Europe S.A.R.L., a wholly-owned subsidiary of Brady Corporation, (the "Company"), entered into a binding Put Option Letter (the "Put Option Letter") with MML Capital Europe VI Equity II S.A. and other institutional and individual holders (collectively, the "Sellers"), which own directly or indirectly 100% of the securities issued by Gravotech Holding ("Gravotech"), a French limited liability company (socit par actions simplifie). Under the terms of the Put Option Letter, the Company irrevocably and unconditionally agreed to acquire 100% of the share capital and voting rights of Gravotech (the "Acquisition"). Following completion of required works council consultation processes and satisfaction of regulatory clearances in France, on July 3, 2024, the Company entered into a Securities Sale and Purchase Agreement (the "Agreement") with the Sellers to acquire all the outstanding securities of Gravotech. Under the terms of the Agreement, the Company will acquire all issued and outstanding securities of Gravotech for a cash purchase price of EUR 120 million (approximately USD 130 million), subject to a working capital provision. The Company plans to finance the Acquisition by using cash on hand and borrowings under its existing credit agreement. The Company expects to close the transaction on August 1, 2024. The Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. The brief summary of the material provisions of the Agreement set forth above is qualified in its entirety by reference to the Agreement filed as an exhibit hereto. The foregoing description of the Put Option Letter is qualified in its entirety by the full text of the Put Option Letter, which was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its quarter ended April 30, 2024 with the Securities and Exchange Commission on May 22, 2024, and is incorpora

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS In this report, statements that are not reported financial results or other historic information are "forward-looking statements." These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations. The use of words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "project," "plan" or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including any statements regarding the potential timing of or completion of the acquisition of Gravotech, and any financial impacts of that transaction. For Brady, uncertainties arise from: the occurrence of any event, change or other circumstances that could give rise to the termination of the offer to acquire Gravotech; the expected timing and likelihood of completion of the proposed transaction with Gravotech, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the offer that could reduce anticipated benefits or cause the parties to abandon the transaction; the risk that the proposed offer and its announcement could have an adverse effect on the ability of Brady and Gravotech to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; increased cost of raw materials and labor as well as material shortages and supply chain disruption

01 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NUMBER DESCRIPTION 2.1 Securities Sale and Purchase Agreement, dated July 3, 2024, by and between Braton Europe S.A.R.L., MML Capital Europe VI Equity II S.A., and the other institutional and individual holders of outstanding shares of Gravotech Holding. Schedules and exhibits to this document are not being filed herewith pursuant to Item 601(b)(2) of Regulation S-K.* 104 Cover Page Interactive Data File (embedded within Inline XBRL document). *The registrant agrees to furnish a copy of any such schedule or exhibit to the Securities and Exchange Commission upon request. 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 hereunto duly authorized. BRADY CORPORATION Date: July 10, 2024 /s/ ANN E. THORNTON Ann E. Thornton Chief Financial Officer, Chief Accounting Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR