EnerSys Files 8-K: Material Agreement & Disclosures

TL;DR

EnerSys signed a big deal, filed financials. Watch this space.

AI Summary

On May 2, 2024, EnerSys entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also provided a Regulation FD Disclosure and filed financial statements and exhibits. The filing was made under the 1934 Securities Exchange Act.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, suggesting potential significant business changes or commitments that carry inherent risks.

Key Players & Entities

• EnerSys (company) — Registrant
• May 2, 2024 (date) — Date of earliest event reported
• 2366 Bernville Road, Reading, Pennsylvania 19605 (address) — Principal executive offices
• 1-32253 (other) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share ENS New York Stock
• $208 m — Transaction is valued at approximately $208 million, subject to adjustments as set fo

Filing Documents

• ens-20240502.htm (8-K) — 46KB
• exhibit21bren-tronicsxstoc.htm (EX-2.1) — 1171KB
• ex991bren-tronicsacquisiti.htm (EX-99.1) — 18KB
• redactionrectanglemay2024.jpg (GRAPHIC) — 2KB
• 0001289308-24-000013.txt ( ) — 1577KB
• ens-20240502.xsd (EX-101.SCH) — 2KB
• ens-20240502_lab.xml (EX-101.LAB) — 21KB
• ens-20240502_pre.xml (EX-101.PRE) — 12KB
• ens-20240502_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 2, 2024, EnerSys Advanced Systems Inc., a Delaware corporation (the " Buyer ") and a wholly-owned subsidiary of EnerSys, a Delaware corporation (the " Company "), entered into a Stock Purchase Agreement (the " Agreement ") with Michael Brenna 2015 Irrevocable Trust Dated 08/17/15, the Trust U/A Third (E) of the Leo. A. Brenna Revocable Trust Dated 02/07/2014 GST Exempt Trust F/B/O Michael Brenna, and the Trust U/A Third (E) of the Leo. A. Brenna Revocable Trust Dated 02/07/2014 Non GST Exempt Trust F/B/O Michael Brenna (each, a " Seller " and collectively, " Sellers ") and Barbara Dworkin, as Sellers' representative. Pursuant to the terms of the Agreement, the Buyer will acquire 100% of the equity interests of Bren-Tronics, Inc., a New York corporation and a leader in the design, manufacturing, and marketing of advanced portable power solutions (the " Acquired Company ") from the Sellers, including both plots of real estate held by a related party (such stock and asset acquisitions being collectively, the " Transaction "). Under the terms of the Agreement, the Transaction is valued at approximately $208 million, subject to adjustments as set forth in the Agreement. The Transaction will be fully funded with the Company's available cash on hand and the Company will not require external financing to fund this Transaction. The Transaction is subject to certain closing conditions, including the receipt of governmental regulatory approvals and the proper conveyance of all required closing deliverables. The Transaction is expected to close in the next thirty (30) to sixty (60) days, subject to the satisfaction of customary closing conditions. The Company believes that this acquisition represents a unique opportunity to expand its position as a leading energy storage innovator in the aerospace and defense industry with the combined sales, research and development, engineering, and manufacturing capabilitie

Forward-looking Statements

Forward-looking Statements This filing contains statements which, to the extent that they are not recitations of historical fact may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the " Securities Act "), and the Securities Exchange Act of 1934, as amended (the " Exchange Act "). Such forward-looking statements may include financial and other projections as well as statements regarding the Company's future plans, objectives, performance, revenues, growth, profits, operating expenses or the Company's underlying assumptions. The words "may," "would," "should," "could," "will," "likely," "possibly," "expect," "anticipate," "intend," "indicate," "estimate," "target," "potentially," "promising," "probably," "outlook," "predict," "contemplate," "continue," "plan," "forecast," "project," "are optimistic," "are looking," "are looking forward" and "believe" or other similar words and phrases may identify forward-looking statements. Persons reading this filing are cautioned that such statements are only predictions, and that the Company's actual future results or performance may be materially different. Such forward-looking statements involve known and unknown risks and uncertainties. A number of factors could cause actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed, implied or anticipated by such forward-looking statements, and our business and financial condition and results of operations could be materially and adversely affected. In addition to factors previously disclosed in the Company's reports filed with the U.S. Securities and Exchange Commission (the " SEC "), such factors include, among others, that required regulatory, stockholder or other approvals are not obtained or other closing conditions are not satisfied in a timely manner or at all; that prior to the completion of the Transaction or thereafter, the Company's or t

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 2, 2024, the Company issued a press release announcing the execution of the Agreement, which is attached as Exhibit 99.1 hereto. The information under Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 2.1* Stock Purchase Agreement, by and among Ener S ys Advanced Systems Inc., the Sellers named therein and Barbara Dworkin, as Sellers' representative, dated May 2 , 2024 99.1 Press Release, EnerSys to Acquire Bren-Tronics , dated May 2 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request. Signature(s) 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. EnerSys Date: May 2, 2024 By: /s/ Andrea J. Funk Andrea J. Funk Chief Financial Officer

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View this 8-K filing on SEC EDGAR