Item 1.01.
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Entry into a Material Definitive Agreement.
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Acquisition of ASW Steel
On November 1, 2016, Ampco UES Sub, Inc. (the Purchaser), a Delaware corporation and an indirect wholly-owned subsidiary of
Ampco-Pittsburgh Corporation, a Pennsylvania corporation (Ampco), entered into a Purchase Agreement (the Purchase Agreement) with ASW Steel Inc., a company organized and existing under the laws of Ontario, Canada (ASW
Steel), CK Pearl Fund, Ltd., CK Pearl Fund LP, and White Oak Strategic Master Fund, L.P., (each a Seller, and collectively the Sellers). Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from the
Sellers all of the outstanding equity of ASW Steel (the Acquisition). ASW Steel is engaged in the business of specialty steel production by offering a unique combination of carbon, stainless, and other steel making capabilities.
The Acquisition was closed simultaneously with the signing of the Purchase Agreement on November 1, 2016 (the Closing) for an
aggregate consideration of $13,115,650, consisting of $3,500,000 in cash and $9,615,650 in the assumption of outstanding indebtedness. The Acquisition was financed with cash on hand.
The Purchase Agreement contains customary representations and warranties of the Purchaser and the Sellers. Each party has agreed to various
customary covenants and agreements. The Purchase Agreement also provides that the Sellers will indemnify the Purchaser for certain limited liabilities associated with the Sellers. The parties respective indemnification obligations are subject
to various limitations, including, among other things, deductibles, caps, and time limitations.
The foregoing description of the Purchase
Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is incorporated herein by reference as Exhibit 2.1. The Purchase Agreement has been included as an exhibit hereto solely to
provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business, or operational information about the Purchaser or the Sellers. The representations, warranties, and covenants
contained in the Purchase Agreement are made only for purposes of the Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in
connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Moreover, information concerning the subject matter of the representations, warranties, and covenants may
change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Amendment to
Credit Agreement
On October 31, 2016, Ampco and its subsidiaries Air & Liquid Systems Corporation, Union Electric
Steel Corporation, Alloys Unlimited and Processing, LLC, Akers National Roll Company, Union Electric Steel UK Limited, and Åkers Sweden AB (collectively the Corporation), entered into a First Amendment (the Amendment)
to the Corporations Revolving Credit and Security Agreement, dated May 20, 2016, with certain lenders, the guarantors party thereto, PNC Bank, National Association, as administrative agent, and the other agents party thereto
(collectively, the Credit Agreement).
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Pursuant to the Amendment, the Credit Agreement was amended to, among other things:
(i) permit, commencing on October 31, 2016 and ending on the date on which ASW Steel becomes a borrower under the Credit Agreement, intercompany loans made to ASW Steel not to exceed the aggregate dollar amount of $7,500,000 at any time
outstanding and (ii) increase the amount of loans, advances, and investments permitted to be made to certain of Ampcos subsidiaries that are not parties to the Credit Agreement (excluding ASW Steel) from $2,500,000 to $5,000,000.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is incorporated herein by reference as Exhibit 10.1.