Transcat, Inc. Reports Material Agreements and Acquisitions

TL;DR

Transcat just filed an 8-K detailing material agreements, acquisitions, and equity sales. Big moves happening.

AI Summary

On April 15, 2024, Transcat, Inc. reported on several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and the unregistered sale of equity securities. The company also made a Regulation FD disclosure and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Transcat, Inc., including potential acquisitions or divestitures and equity transactions, which could impact its business structure and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, acquisitions, and unregistered sales of equity, which can introduce complexities and potential risks related to integration, financing, and regulatory compliance.

Key Players & Entities

• Transcat, Inc. (company) — Registrant
• Ohio (jurisdiction) — State of incorporation
• 35 Vantage Point Drive, Rochester, New York 14624 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value TRNS Nasdaq Global Market
• $50.0 million — mpany acquired Becnel for approximately $50.0 million (the "Acquisition"), consisting of a co
• $17.5 million — n"), consisting of a combination of (i) $17.5 million in cash and (ii) approximately $32.5 mi
• $32.5 million — million in cash and (ii) approximately $32.5 million of the Company's common stock, par valu
• $1.5 million — cquisition consideration, approximately $1.5 million in cash and approximately $1.0 million
• $1.0 million — $1.5 million in cash and approximately $1.0 million in shares of Common Stock, or 9,283 sha

Filing Documents

• trns4323441-8k.htm (8-K) — 28KB
• trns4323441-ex991.htm (EX-99.1) — 13KB
• trns4323441-ex991x1x1x1.jpg (GRAPHIC) — 43KB
• 0001206774-24-000358.txt ( ) — 275KB
• trns-20240415.xsd (EX-101.SCH) — 3KB
• trns-20240415_pre.xml (EX-101.PRE) — 22KB
• trns-20240415_lab.xml (EX-101.LAB) — 33KB
• trns4323441-8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. To the extent required by Item 1.01 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On April 15, 2024, Transcat, Inc. (the "Company" or "Transcat") acquired Becnel Rental Tools, LLC, a privately-held Louisiana limited liability company ("Becnel"), pursuant to an Agreement and Plan of Merger (the "Agreement"), by and among the Company, Becnel, Becnel Rental Tools, LLC (the "Merger Subsidiary"), and Jason Becnel and Mark Becnel (Messrs. Becnel collectively, the "Members"). Becnel is an ISO 9001:2015 certified provider of rental tools and services primarily utilized in the decommissioning and maintenance of oil wells. Prior to this transaction, there were no material relationships between the Merger Subsidiary, Becnel, or the Members and Transcat or its affiliates, or any director or officer of Transcat, or any associate of any such director or officer. Pursuant to the Agreement, the Company acquired Becnel for approximately $50.0 million (the "Acquisition"), consisting of a combination of (i) $17.5 million in cash and (ii) approximately $32.5 million of the Company's common stock, par value $0.50 per share ("Common Stock"), or 301,707 shares of Common Stock. Of the Acquisition consideration, approximately $1.5 million in cash and approximately $1.0 million in shares of Common Stock, or 9,283 shares, are subject to certain customary holdback provisions. The Company issued the Common Stock in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Under the Agreement, the Members and certain of Becnel's employees who received shares of Common Stock in connection with the Acquisition entered into customary lock-up agreements pursuant to which they agreed not to sell or otherwise dispose of the Common Stock until 180 days after the shares of Common Stock have been registered under the Securities Act. The Agreement contains various representations, warranties, covenants and indemnification of the parties that are cu

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 15, 2024, the Company issued a press release announcing the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated April 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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. TRANSCAT, INC. Dated: April 15, 2024 By: /s/ James M. Jenkins James M. Jenkins Chief Legal and Corporate Development Officer

View Full Filing

View this 8-K filing on SEC EDGAR