Standard Motor Products Enters Material Agreement

Ticker: SMP · Form: 8-K · Filed: Jul 10, 2024 · CIK: 93389

Sentiment: neutral

Topics: material-agreement, financial-obligation

Related Tickers: SMP

TL;DR

SMP just signed a big deal, could be debt or a new contract. Watch this space.

AI Summary

On July 5, 2024, Standard Motor Products, Inc. entered into a material definitive agreement, which also constitutes a direct financial obligation. The company, incorporated in New York, filed an 8-K report detailing this event. The filing does not specify the nature of the agreement or the financial obligation.

Why It Matters

This filing indicates a significant new financial commitment or contract for Standard Motor Products, Inc., which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, suggesting potential financial risks or opportunities that are not yet fully detailed.

Key Players & Entities

FAQ

What type of material definitive agreement did Standard Motor Products, Inc. enter into?

The filing does not specify the exact nature of the material definitive agreement.

What is the nature of the direct financial obligation or off-balance sheet arrangement?

The filing states that an obligation exists but does not provide specific details about its nature or terms.

When was the earliest event reported in this 8-K filing?

The earliest event reported was on July 5, 2024.

Where is Standard Motor Products, Inc. incorporated?

Standard Motor Products, Inc. is incorporated in New York.

What is the principal executive office address for Standard Motor Products, Inc.?

The principal executive office is located at 37-18 Northern Boulevard, Long Island City, New York 11101.

Filing Stats: 1,392 words · 6 min read · ~5 pages · Grade level 10.2 · Accepted 2024-07-10 07:52:24

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Acquisition of Nissens Automotive On July 5, 2024, Standard Motor Products, Inc. (the "Company") entered into a Share Sale and Purchase Agreement (the "Purchase Agreement") with the sellers party thereto (the "Sellers") and Axcel V K/S, as the Sellers' Representative (as defined in the Purchase Agreement), to acquire AX V Nissens III ApS and its direct and indirect subsidiaries ("Nissens Automotive"). Pursuant to the Purchase Agreement, the Company will acquire the entire share capital of Nissens Automotive for 360 million (or approximately $388 million), subject to adjustment at closing, on a cash-free, debt-free basis (the "Purchase Price"). The Company plans to finance the acquisition and related transaction costs with funds available under its credit facility, as amended. The closing of the Purchase Agreement is subject to certain closing conditions, including, without limitation, obtaining clearances from applicable competition authorities that are required to consummate the transaction. In addition, the Purchase Agreement contains customary representations, warranties and covenants of the Company and the Sellers. The Purchase Agreement may be terminated in certain limited circumstances, including if the closing has not occurred by April 1, 2025, which date may be extended in accordance with the provisions of the Purchase Agreement. The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. Amendment to Credit Agreement On July 5, 2024, in connection with the execution of the Purchase Agreement, the Company entered into Amendment No. 2 (the "Second Amendment") to the Credit Agreement, dated as of June 1, 2022 (as amended, re

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 10, 2024, the Company issued a press release announcing the entry into the Purchase Agreement. The press release references an investor presentation. The press release and investor presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively. Such press release and investor presentation shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 3

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 2.1* Share Sale and Purchase Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Buyer, Axcel V K/S, as Sellers' Representative, and the sellers named therein. 10.1 Second Amendment to Credit Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein. 99.1 Press release, dated July 10, 2024, announcing the acquisition of Nissens Automotive by Standard Motor Products, Inc. 99.2 Investor Presentation, dated July 10, 2024. 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. * Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission. SIGNATURE 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. STANDARD MOTOR PRODUCTS, INC. By: /s/ Nathan R. Iles Nathan R. Iles Chief Financial Officer Date: July 10, 2024 4 Exhibit Index Exhibit No. Description 2.1* Share Sale and Purchase Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Buyer, Axcel V K/S, as Sellers' Representative, and the sellers named therein. 10.1 Second Amendment to Credit Agreement, dated July 5, 2024, by and among Standard Motor Products, Inc., as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders named therein. 99.1 Press release, dated July 10, 2024, announcing the acquisition of Nissens Automotive by Standard Motor Products, Inc. 99.2 Investor Presentation, dated July 10, 2024. 104 Cover Page Interactive Data File--the cover page XBRL tags are embed

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