CVG Announces Executive Changes and Material Agreements

TL;DR

CVG shakes up leadership and signs new deals, filing 8-K today.

AI Summary

Commercial Vehicle Group, Inc. announced on October 30, 2024, the entry into a material definitive agreement, the departure of directors or certain officers, and the election/appointment of new directors and officers. The company also reported on other events and filed financial statements and exhibits.

Why It Matters

Changes in executive leadership and material agreements can significantly impact a company's strategic direction, operational efficiency, and financial performance.

Risk Assessment

Risk Level: medium — Executive changes and material agreements often signal significant strategic shifts or potential challenges that could affect the company's future performance.

Key Players & Entities

• Commercial Vehicle Group, Inc. (company) — Registrant
• October 30, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of incorporation
• 41-1990662 (id) — I.R.S. Employer Identification No.
• 7800 Walton Parkway, New Albany, Ohio 43054 (address) — Address of principal executive offices
• 614 - 289-5360 (phone) — 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
• $1,500,000 — Million Five Hundred Thousand Dollars ($1,500,000) (the "Base Purchase Price"), as adjust
• $500,000 — hich (x) Five Hundred Thousand Dollars ($500,000) was paid by delivery of a promissory n

Filing Documents

• cvgi-20241030.htm (8-K) — 43KB
• exhibit2-1projectravenxapa.htm (EX-2.1) — 387KB
• exhibit2-2projectravenxtsa.htm (EX-2.2) — 68KB
• exhibt10-1tajerseparationa.htm (EX-10.1) — 49KB
• image_0.jpg (GRAPHIC) — 35KB
• image_01.jpg (GRAPHIC) — 5KB
• image_1.jpg (GRAPHIC) — 48KB
• image_11.jpg (GRAPHIC) — 9KB
• 0001628280-24-044550.txt ( ) — 891KB
• cvgi-20241030.xsd (EX-101.SCH) — 2KB
• cvgi-20241030_lab.xml (EX-101.LAB) — 21KB
• cvgi-20241030_pre.xml (EX-101.PRE) — 12KB
• cvgi-20241030_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On October 30, 2024, Commercial Vehicle Group, Inc. ("Company" or "CVG") and its wholly-owned subsidiary CVG FSE, LLC ("Seller" and collectively with CVG, the "Seller Parties") entered into an Asset Purchase Agreement (the "Purchase Agreement") with FSE Diya, Inc., a Delaware corporation ("Buyer"). Under the terms of the Purchase Agreement, Buyer will purchase substantially all of the assets of Seller's business of manufacturing and selling control panels, electro-mechanical systems, chassis integration, and cable assemblies and providing related engineering services (the "Business"). The transactions contemplated by the Purchase Agreement are referred to as the "Transaction". The Transaction closed simultaneously with the signing of the Purchase Agreement (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 (i) One Million Five Hundred Thousand Dollars ($1,500,000) (the "Base Purchase Price"), as adjusted pursuant to the Purchase Agreement, plus (ii) the earnout payments if and when payable up to One Million Five Hundred Thousand Dollars ($1,500,000) (the "Purchase Price"). At the Closing, Buyer paid to Seller an aggregate amount equal to (i) Base Purchase Price, plus (ii) whether positive or negative, the estimated adjustment amount, of which (x) Five Hundred Thousand Dollars ($500,000) was paid by delivery of a promissory note made by Buyer to the Seller and (y) the remainder paid in cash, 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 Purchase Agreement contains customary indemnification rights. The Purchase Agreement includes certain restrictive covenants for a period of three (3) years commencing on the Closin

01 Other Events

Item 8.01 Other Events. Peter Lugo has joined the Company as President of our Electrical Systems segment, effective November 1, 2024. Mr. Lugo most recently held the role of Senior Vice President, Electrical Products & Engineered Solutions at Southwire, where he led the development and execution of the overall business strategy resulting in sustainable growth through organic and M&A activity, including five acquisitions. Prior to his work at Southwire, Mr. Lugo held progressive leadership roles at Bullard, Eaton Corp., Phillips Petroleum, Switchgear Systems, and General Electric. He holds a bachelor's degree in electrical engineering from Polytechnical University of Puerto Rico.

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 October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc. * 2.2 Transition Services Agreement dated as of October 30, 2024 by and among FSE Diya, Inc., CVG FSE, LLC and Commercial Vehicle Group, Inc.* 10.1 Separation Agreement between the Company and Richard Tajer dated October 31, 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 to the Asset Purchase Agreement and Transition Services 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 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. October 31, 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