Commercial Vehicle Group Files 8-K with Material Agreement

TL;DR

CVGI signed a big deal, filing an 8-K today. Details to come.

AI Summary

On July 31, 2024, Commercial Vehicle Group, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. The filing was made on August 1, 2024.

Why It Matters

This filing indicates a significant new agreement for Commercial Vehicle Group, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a Material Definitive Agreement, but the specifics are not detailed, creating uncertainty about its impact.

Key Players & Entities

• Commercial Vehicle Group, Inc. (company) — Registrant
• July 31, 2024 (date) — Date of Earliest Event Reported
• August 1, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• 41-1990662 (identifier) — I.R.S. Employer Identification No.
• 7800 Walton Parkway, New Albany, Ohio 43054 (address) — Principal Executive Offices
• 614 - 289-5360 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share CVGI The NASDAQ Global Select
• $40 m — r in connection with the Transaction is $40 million, subject to adjustment for any va

Filing Documents

• cvgi-20240731.htm (8-K) — 39KB
• exhibit2-1apa.htm (EX-2.1) — 798KB
• cvgfalconpressrelease_fina.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 26KB
• 0001628280-24-034135.txt ( ) — 1159KB
• cvgi-20240731.xsd (EX-101.SCH) — 2KB
• cvgi-20240731_lab.xml (EX-101.LAB) — 21KB
• cvgi-20240731_pre.xml (EX-101.PRE) — 12KB
• cvgi-20240731_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On July 31, 2024, Commercial Vehicle Group, Inc. ("Company" or "CVG") and its wholly-owned subsidiary Mayflower Vehicle Systems, LLC ( "Seller" and collectively with CVG, the "Seller Parties") entered into an Asset Purchase Agreement (the "Purchase Agreement") with SVO, LLC, a Delaware limited liability company ("Buyer"). Under the terms of the Purchase Agreement, Buyer will purchase substantially all of the assets of Seller's business of manufacturing and assembling structured products, including cabs for medium and heavy-duty vehicles, at its facility in Kings Mountain, North Carolina. The transactions contemplated by the Purchase Agreement are referred to as the "Transaction." Subject to the satisfaction of customary closing conditions, the Transaction is expected to close in the second half of 2024 (the "Closing"). Pursuant to the terms of the Purchase Agreement, the aggregate consideration to be paid by Buyer to Seller in connection with the Transaction is $40 million, subject to adjustment for any variance of the actual value of inventory at Closing from the estimated inventory value (the "Purchase Price"). The Purchase Price will be paid to Seller by wire transfer of immediately available funds on the date of Closing. Each of the Seller Parties and Buyer has provided customary representations, warranties and covenants in the Purchase Agreement. The completion of the Transaction is subject to various customary closing conditions. The Purchase Agreement contains customary indemnification rights. The Purchase Agreement includes certain restrictive covenants for a period of five (5) years commencing on the Closing Date, including non-competition and non-solicitation covenants. The Purchase Agreement contains customary termination rights for both Buyer and Seller. Both Buyer and Seller have the right to terminate the Purchase Agreement if the Transaction is not consummated

01. Other Events

Item 8.01. Other Events. On August 1, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 2.1 Asset Purchase Agreement dated as of July 31, 2024 by and among SVO, LLC, Mayflower Vehicle Systems, LLC and Commercial Vehicle Group, Inc. 99.1 Press Release, dated August 1, 2024 104 Cover Page Interactive Date File (embedded within the Inline XBRL document) * Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to the Asset Purchase Agreement (identified therein) have been omitted from this Report and will be furnished supplementally to the Securities and Exchange Commission upon request by the Commission.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included herein that address business performance, financial condition, activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including but not limited to: the ability of the parties to consummate the Transaction in a timely manner or at all; satisfaction of the conditions precedent to consummation of the Transaction; the possibility of litigation related to the Transaction and the effects thereof; and other risks described in the Company's SEC filings. All forward-looking statements are based on management's estimates, projections and assumptions as of the date hereof. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements to reflect events or circumstances that subsequently occur or of which it subsequently becomes aware.

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. COMMERCIAL VEHICLE GROUP, INC. August 1, 2024 By: /s/ Aneezal H. Mohamed Name: Aneezal H. Mohamed Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR