Knowles Corp (KN) Files 8-K: Corporate Update

Ticker: KN · Form: 8-K · Filed: Sep 19, 2024 · CIK: 1587523

Knowles Corp 8-K Filing Summary
FieldDetail
CompanyKnowles Corp (KN)
Form Type8-K
Filed DateSep 19, 2024
Risk Levellow
Pages7
Reading Time9 min
Key Dollar Amounts$0.01, $70,000,000, $80,000,000, $0, $13.5 million
Sentimentneutral

Sentiment: neutral

Topics: corporate-filing, sec-filing, nyse

Related Tickers: KN

TL;DR

Knowles Corp (KN) filed an 8-K confirming its HQ and NYSE listing.

AI Summary

On September 18, 2024, Knowles Corporation filed an 8-K report. The filing primarily serves as a notification of the company's status and registered securities. It confirms the company's principal executive offices are located at 1151 Maplewood Drive, Itasca, IL 60143, and its common stock is traded on the New York Stock Exchange under the ticker symbol KN.

Why It Matters

This 8-K filing provides essential corporate information and confirms the trading details of Knowles Corporation's common stock on the NYSE, which is important for investors and market participants.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not contain any material new information that would inherently increase risk.

Key Numbers

  • 001-36102 — Commission File Number (Identifies the company's filing history with the SEC.)
  • 90-1002689 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Knowles Corporation (company) — Registrant
  • September 18, 2024 (date) — Date of Report
  • 1151 Maplewood Drive, Itasca, IL 60143 (location) — Principal Executive Offices
  • KN (ticker) — Trading Symbol for Common Stock
  • New York Stock Exchange (company) — Exchange where Common Stock is registered

FAQ

What is the primary purpose of this 8-K filing for Knowles Corporation?

The primary purpose of this 8-K filing is to report current information about the company, including its principal executive offices and the exchange on which its common stock is registered.

On what date was this 8-K report filed by Knowles Corporation?

The report was filed on September 18, 2024, which is also the date of the earliest event reported.

Where are Knowles Corporation's principal executive offices located?

Knowles Corporation's principal executive offices are located at 1151 Maplewood Drive, Itasca, IL 60143.

On which stock exchange is Knowles Corporation's common stock traded?

Knowles Corporation's common stock is traded on the New York Stock Exchange.

What is the trading symbol for Knowles Corporation's common stock?

The trading symbol for Knowles Corporation's common stock is KN.

Filing Stats: 2,236 words · 9 min read · ~7 pages · Grade level 16.9 · Accepted 2024-09-19 09:09:42

Key Financial Figures

  • $0.01 — ange on which registered Common Stock, $0.01 par value per share KN New York Stock E
  • $70,000,000 — sists of (i) a payment of approximately $70,000,000 in cash, subject to customary working c
  • $80,000,000 — tal and inventory adjustments, and (ii) $80,000,000 in Buyer Series D-2 preferred stock, pa
  • $0 — r Series D-2 preferred stock, par value $0.0001, to be issued upon the Closing. Th
  • $13.5 million — on costs pursuant to a credit for up to $13.5 million which Buyer may apply to specified sepa
  • $15,000,000 — ide, under certain circumstances, up to $15,000,000 in financing in connection with Buyer's
  • $40,000,000 — nection with Buyer's obligation to have $40,000,000 on the balance sheet, which financing w

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 18, 2024, Knowles Corporation, a Delaware corporation (the "Company", and, collectively with certain of its wholly owned subsidiaries, "Sellers"), and Syntiant Corp., a Delaware corporation ("Buyer"), entered into a Purchase and Sale Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Sellers have agreed to sell and assign to Buyer, and Buyer has agreed to purchase and assume from Sellers, certain assets and liabilities of the Company's consumer MEMS microphones business as further described in the Purchase Agreement (the "Business", and such transaction, the "Transaction"). Business employees are expected to transfer to Buyer upon consummation of the Transaction, and the Company and Buyer have also agreed to enter into certain related transaction agreements at the closing of the Transaction (the "Closing"), including two commercial agreements, a transition services agreement, certain intellectual property license agreements, subleases and other customary agreements. The purchase price consists of (i) a payment of approximately $70,000,000 in cash, subject to customary working capital and inventory adjustments, and (ii) $80,000,000 in Buyer Series D-2 preferred stock, par value $0.0001, to be issued upon the Closing. The Company will also share in certain separation costs pursuant to a credit for up to $13.5 million which Buyer may apply to specified separation costs post-Closing. On June 17, 2024, in anticipation of the Transaction, the Company entered into a Consent Memorandum with the Administrative Agent (defined below) and its Lenders (defined below) regarding consents to certain conditions applicable to dispositions of assets in connection with the Transaction set forth in that certain Amended and Restated Credit Agreement, dated as of February 8, 2023 (the "Credit Agreement"), by and among the Company, certain of its subsidiaries from time to time party thereto, the f

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company issued a press release on September 19, 2024 announcing that it had entered into the Purchase Agreement described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On September 19, 2024, Knowles posted to its website an investor presentation entitled "Continuing Our Transformation." The presentation may be accessed by going to Knowles' investor relations website at http://investor.knowles.com. Knowles expects to use the presentation in meetings with investors from time to time. A copy of the investor presentation is being furnished as Exhibit 99.2 hereto. The information furnished pursuant to this Item 7.01, including the exhibits furnished herewith as Exhibit 99.1 and Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of Exhibit 99.1 and Exhibit 99.2 attached hereto is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.

Forward Looking Statements

Forward Looking Statements The foregoing contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, such as statements about our future plans, objectives, expectations, financial performance, and continued business operations. The words "believe," "expect," "anticipate," "project," "estimate," "budget," "continue," "could," "intend," "may," "plan," "potential," "predict," "seek," "should," "will," "would," "objective," "forecast," "goal," "guidance," "outlook," "effort," "target," and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The statements in this report are based on currently available information and the current expectations, forecasts, and assumptions of Company's management concerning risks and uncertainties that could cause actual outcomes or results to differ materially from those outcomes or results that are projected, anticipated, or implied in these statements. Other risks and uncertainties include, but are not limited to: the occurrence of any event, change, or other circumstance that could give rise to the termination of the Transaction; the possibility that various closing conditions associated with the Transaction may not be satisfied or waived; the possibility of a failure to obtain, delays in obtaining, or adverse conditions contained in, regulatory or other required approvals; unanticipated difficulties or expenditures relating to the Transaction; legal proceedings that may be instituted against the Company and others following announcement of the Transaction; disruptions of current plans and operations caused by the announcement and pendency of the Transaction; potential difficulties in employee retention as a result of the announcement and pendency of the Transaction; the response of customers, distributors, suppliers and competitors to the announcement

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are furnished as part of this report: Exhibit Number Description 2.1 Purchase and Sale Agreement, dated Septembe r 18 , 2024, by and between Knowles Corporation and Syntiant Corp.* 99.1 Press release of Knowles Corporation dated September 19 , 2024. 99.2 Presentation slides dated September 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules (and similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally copies of any of the omitted schedules (or similar attachments) to the Securities and Exchange Commission upon request.

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. KNOWLES CORPORATION Date: September 19, 2024 By: /s/ Robert J. Perna Robert J. Perna Senior Vice President, General Counsel & Secretary

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