SIFCO Industries Enters Material Agreement
Ticker: SIF · Form: 8-K · Filed: Aug 6, 2024 · CIK: 90168
Sentiment: neutral
Topics: material-agreement, acquisition
TL;DR
SIFCO Industries signed a big deal, filing an 8-K on Aug 1st.
AI Summary
SIFCO Industries, Inc. announced on August 1, 2024, that it entered into a Material Definitive Agreement related to the Irish Holdings Purchase Agreement. The filing also includes financial statements and exhibits. SIFCO Industries, Inc. is incorporated in Ohio and its principal executive offices are located in Cleveland.
Why It Matters
This filing indicates a significant new agreement for SIFCO Industries, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that require careful evaluation.
Key Players & Entities
- SIFCO Industries, Inc. (company) — Registrant
- August 1, 2024 (date) — Date of earliest event reported
- Irish Holdings Purchase Agreement (agreement) — Material Definitive Agreement
- Ohio (location) — State of incorporation
- Cleveland (location) — Principal executive offices
FAQ
What is the nature of the "Irish Holdings Purchase Agreement"?
The filing states that SIFCO Industries, Inc. entered into a Material Definitive Agreement related to the Irish Holdings Purchase Agreement on August 1, 2024. Specific details of the agreement are not provided in this excerpt.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on August 1, 2024.
Where are SIFCO Industries, Inc.'s principal executive offices located?
SIFCO Industries, Inc.'s principal executive offices are located at 970 East 64th Street, Cleveland, Ohio 44103.
In which state was SIFCO Industries, Inc. incorporated?
SIFCO Industries, Inc. was incorporated in Ohio.
What is the SIC code for SIFCO Industries, Inc.?
The Standard Industrial Classification (SIC) code for SIFCO Industries, Inc. is 3724, which corresponds to AIRCRAFT ENGINES & ENGINE PARTS.
Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 13.2 · Accepted 2024-08-06 16:24:08
Filing Documents
- sif-20240801.htm (8-K) — 36KB
- sharepurchaseagreementdate.htm (EX-10.1) — 482KB
- 0000090168-24-000029.txt ( ) — 716KB
- sif-20240801.xsd (EX-101.SCH) — 2KB
- sif-20240801_lab.xml (EX-101.LAB) — 21KB
- sif-20240801_pre.xml (EX-101.PRE) — 12KB
- sif-20240801_htm.xml (XML) — 3KB
01 Entry into Material Definitive Agreements
Item 1.01 Entry into Material Definitive Agreements. Share Purchase Agreement On August 1 2024, SIFCO Irish Holdings, Ltd., a private company limited by shares registered in the Republic of Ireland ("Seller"), a wholly owned subsidiary of SIFCO Industries, Inc., an Ohio corporation ("Company"), entered into a Share Purchase Agreement ("Agreement") with TB2 S.r.l., an entity incorporated and registered in Italy ("Buyer"), pursuant to which Buyer agreed to acquire from Seller 100% of the share capital ("Sale Shares") of C Blade S.p.A. Forging & Manufacturing, an Italian joint stock company and wholly-owned subsidiary of Seller ("CBlade"), at an enterprise value of 20,000,000 pursuant to a "lockbox" arrangement that results in the payment of 13,800,000 EUR in net equity value at closing. Capitalized terms used herein and not otherwise defined are defined as set forth in the Agreement. The closing of the transactions contemplated by the Agreement (the "Closing") is subject to the satisfaction of customary conditions and the delivery of certain customary documents, including, but not limited to: the grant and required governmental authorization of the transaction in connection with the Golden Power rules applicable under Italian law; the accuracy of the representations and warranties of the other party; the compliance of each party with its covenants in all material respects; the absence of a material adverse effect with respect to CBlade; and the execution and delivery by the Company of a guaranty of Seller's obligations under the Agreement, which guaranty shall be conditioned on and only effective in the event of the dissolution of Seller after the Closing. If the conditions set forth above are satisfied or waived in accordance with the Agreement, it is anticipated that the Closing will occur on September 18, 2024. The Buyer may unilaterally provide notice to Seller to extend the deadline of the Closing to September 25, 2024 if all conditions have not been met
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits 10.1 Share Purchase Agreement, dated as of August 1 , 2024 by and among SIFCO Irish Holdings, Ltd and TB2 S.r.l. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon request by the SEC.
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. SIFCO Industries, Inc. (Registrant) Date: August 6, 2024 /s/ Thomas R. Kubera Thomas R. Kubera Chief Financial Officer (Principal Financial Officer)