Kewaunee Scientific Corp Files 8-K on Asset Deal

TL;DR

Kewaunee Scientific (KEQU) filed an 8-K on Nov 1, 2024, detailing a material definitive agreement for asset acquisition/disposition and new financial obligations.

AI Summary

Kewaunee Scientific Corporation entered into a material definitive agreement on November 1, 2024, related to the completion of an acquisition or disposition of assets. This also involved the creation of a direct financial obligation or an off-balance sheet arrangement. The filing includes financial statements and exhibits, and is considered a Regulation FD Disclosure.

Why It Matters

This 8-K filing indicates significant corporate activity for Kewaunee Scientific, potentially involving asset transactions and new financial obligations that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks related to the execution and impact of these transactions.

Key Players & Entities

• Kewaunee Scientific Corporation (company) — Registrant
• November 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $2.50 — ange on which registered Common Stock, $2.50 par value KEQU The Nasdaq Global Ma
• $55,000,000 — l stock of Nu Aire from the Sellers for $55,000,000 in the aggregate (the "Purchase Price")
• $1,000,000 — Purchase Agreement (the "Transaction"). $1,000,000 of the Purchase Price will be held in a
• $32,000,000 — ion expenses and net working capital. $32,000,000 of the Purchase Price payable at closin
• $23,000,000 — further described below). The remaining $23,000,000 of the Purchase Price payable at Closin
• $20,000,000 — rned by the Loan Agreement include: a $20,000,000 committed senior secured revolving line
• $10,000,000 — NC, in its discretion, by an additional $10,000,000; and a $15,000,000 term loan (the "Te
• $15,000,000 — , by an additional $10,000,000; and a $15,000,000 term loan (the "Term Loan"). The Revo
• $52,500 — The Company paid a commitment fee of $52,500 at closing (0.15% of $35,000,000). Th
• $35,000,000 — ent fee of $52,500 at closing (0.15% of $35,000,000). The Revolving Credit Facility and t
• $2,500,000 — edness for borrowed money (in excess of $2,500,000) that has resulted in an acceleration b

Filing Documents

• d886750d8k.htm (8-K) — 51KB
• d886750dex21.htm (EX-2.1) — 414KB
• d886750dex41.htm (EX-4.1) — 23KB
• d886750dex101.htm (EX-10.1) — 162KB
• d886750dex102.htm (EX-10.2) — 72KB
• d886750dex991.htm (EX-99.1) — 13KB
• g886750g1029072715889.jpg (GRAPHIC) — 2KB
• g886750g1029235520145.jpg (GRAPHIC) — 5KB
• 0001193125-24-249232.txt ( ) — 1051KB
• kequ-20241101.xsd (EX-101.SCH) — 3KB
• kequ-20241101_lab.xml (EX-101.LAB) — 17KB
• kequ-20241101_pre.xml (EX-101.PRE) — 11KB
• d886750d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed. (d) Exhibits: Exhibit No. 2.1 Securities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A. Peters, William F. Peters, Rita Peters Revocable Trust, and any amendments thereto, Richard A. Peters Irrevocable Trust dated May 18, 2020, and any amendments thereto, Richard A. Peters Revocable Trust, and any amendments thereto, Karan A. Peters Revocable Trust, and any amendments thereto, William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto, William F. Peters Revocable Trust, and any amendments thereto, and William F. Peters, as Sellers' Representative.* 4.1 Form of Seller Note.* 10.1 Loan Agreement, dated as of November 1, 2024, between Kewaunee Scientific Corporation and PNC Bank, National Association.* 10.2 Form of Security Agreement. 99.1 Press Release dated November 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules (and similar attachments) to the Purchase Agreement, form of Seller Note, and Loan Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished 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 si

View Full Filing

View this 8-K filing on SEC EDGAR