SIFCO Industries Acquired by American Industrial Partners
Ticker: SIF · Form: 8-K · Filed: Oct 21, 2024 · CIK: 90168
Sentiment: neutral
Topics: acquisition, going-private
TL;DR
SIFCO is officially private again, bought by AIP.
AI Summary
SIFCO Industries, Inc. announced the completion of its acquisition by an affiliate of American Industrial Partners on October 15, 2024. The transaction was approved by SIFCO's stockholders on October 11, 2024. As a result of the acquisition, SIFCO will cease to be a publicly traded company.
Why It Matters
This 8-K filing marks the end of SIFCO Industries' tenure as a public company, transitioning ownership to American Industrial Partners.
Risk Assessment
Risk Level: low — The filing reports a completed acquisition, which is a definitive event with no ongoing uncertainty.
Key Players & Entities
- SIFCO Industries, Inc. (company) — Company filing the report and subject of the acquisition
- American Industrial Partners (company) — Acquiring entity
- October 15, 2024 (date) — Date of acquisition completion
- October 11, 2024 (date) — Date of stockholder approval for the acquisition
FAQ
What was the effective date of the acquisition of SIFCO Industries, Inc.?
The acquisition was completed on October 15, 2024.
Who acquired SIFCO Industries, Inc.?
SIFCO Industries, Inc. was acquired by an affiliate of American Industrial Partners.
When did SIFCO Industries' stockholders approve the acquisition?
SIFCO's stockholders approved the acquisition on October 11, 2024.
What is the consequence of this acquisition for SIFCO Industries as a public entity?
As a result of the acquisition, SIFCO Industries will cease to be a publicly traded company.
What is the principal executive office address for SIFCO Industries, Inc.?
The principal executive offices are located at 970 East 64th Street, Cleveland, Ohio 44103.
Filing Stats: 662 words · 3 min read · ~2 pages · Grade level 10.6 · Accepted 2024-10-21 17:29:41
Filing Documents
- sif-20241015.htm (8-K) — 32KB
- ex991sif0101524proforma.htm (EX-99.1) — 240KB
- 0000090168-24-000043.txt ( ) — 409KB
- sif-20241015.xsd (EX-101.SCH) — 2KB
- sif-20241015_lab.xml (EX-101.LAB) — 21KB
- sif-20241015_pre.xml (EX-101.PRE) — 12KB
- sif-20241015_htm.xml (XML) — 3KB
01
Item 2.01 Completion of Acquisition of Disposition of Assets. Completion of Sale of C Blade S.p.A. Forging & Manufacturing As previously announced, 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 definitive Share Purchase Agreement (as amended in accordance with the terms of the amendment described in the Form 8-K filed by the Company on September 27, 2024, the "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 in net equity value at closing, subject to adjustment pursuant to and in accordance with the terms of the Agreement. On October 15, 2024, Seller and the Company completed the sale of the Sale Shares to Buyer pursuant to the terms of the Agreement. The description of the Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the US Securities and Exchange Commission on August 6, 2024 and is incorporated herein by reference.
Financial Statements and Exhibits
Financial Statements and Exhibits. (b) The unaudited pro forma condensed consolidated financial information of the Company, giving effect to the divestiture of the Sale Shares, together with the related notes thereto, is attached hereto as Exhibit 99.1. (d) Exhibits 99.1 Unaudited pro forma condensed consolidated financial information of SIFCO Industries, Inc.
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: October 21, 2024 /s/ Thomas R. Kubera Thomas R. Kubera Chief Financial Officer (Principal Financial Officer)