UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2016
SPX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 1-6948 | 38-1016240 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
13320-A Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (980) 474-3700
NOT APPLICABLE
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 30, 2016, certain SPX Corporation (“SPX” or the “Company”) subsidiaries completed the previously announced sale of SPX’s Balcke-Dürr businesses, a group within SPX’s Power Reportable Segment (“Balcke-Dürr”), to a subsidiary of mutares AG. Mutares AG is a German-based publically traded industrial holding company.
Pursuant to the Share Purchase Agreement, by and among SPX Cooling Technologies Leipzig GmbH, a company organized in Germany, Marley Cooling Tower (Holdings) Limited, a company organized in the United Kingdom, and SPX Mauritius Ltd., a company organized in Mauritius (collectively, the “Sellers,” and each a “Seller”), and mutares Holding-24 AG, a company organized in Germany (“Purchaser”), and, as parent guarantor, mutares AG, a company organized in Germany (“mutares”), the Sellers transferred the equity interests of the various subsidiaries comprising Balcke-Dürr to Purchaser on a debt-free basis in exchange for €5 cash at closing. In addition, Sellers provided a non-interest bearing loan of €8.8 million to Purchaser, payable in installments due at years end 2018 and 2019, and left approximately €20 million of cash and sufficient working capital (subject to a working capital adjustment) within Balcke-Dürr to support ongoing operations and implementation of the Purchaser’s strategic plan. Finally, the parties agreed to an earn-out arrangement whereby Purchaser will pay a percentage of free cash flow of Balcke-Dürr, up to €5 million, beginning in 2020.
Item 8.01. Other Events.
A copy of the press release issued by the Company announcing the completion of the sale is included as Exhibit 99.1 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press Release of SPX Corporation, dated December 30, 2016 | |
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.
SPX CORPORATION | ||
(Registrant) | ||
Date: December 30, 2016 | By: | /s/ John W. Nurkin |
John W. Nurkin | ||
Vice President, Secretary and General Counsel | ||
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release of SPX Corporation, dated December 30, 2016 | |
Exhibit 99.1
SPX Completes Sale of European Power Generation Business,
Marking Substantial Completion of Power Segment Transformation
CHARLOTTE, N.C., December 30, 2016 /Globe Newswire/ -- SPX Corporation (NYSE:SPXC) today announced that it has completed the sale of its European Power Generation business (“Balcke-Dürr”) to a wholly owned subsidiary of mutares AG, a German-based publicly traded industrial holding company. SPX anticipates that the transaction will qualify for discontinued operations presentation in our full-year 2016 financial statements.
“The closing of the sale of Balcke-Dürr marks an important milestone along our value creation roadmap and positions the company to further strengthen our focus on growth,” said Gene Lowe, President and CEO. “This is the latest in a series of actions that we have taken to reposition our Power segment and our company by exiting or restructuring businesses that did not have a clear path to drive shareholder value and masked our true earnings power. As we enter 2017 we remain focused on initiatives to further enhance operational performance and are increasing our efforts to drive both organic and inorganic growth within our strategic platforms.”
About SPX Corporation: Based in Charlotte, North Carolina, SPX Corporation is a leading supplier of highly engineered HVAC products, detection and measurement technologies and power equipment. With operations in about 20 countries, SPX Corporation had approximately $1.7 billion in annual revenue in 2015 and approximately 6,000 employees worldwide. SPX Corporation is listed on the New York Stock Exchange under the ticker symbol “SPXC.” For more information, please visit www.spx.com.
About mutares AG: Based in Munich, Germany, mutares AG is an industrial holding company acquiring companies that are being sold in the course of a repositioning process at their owners and that show a clear operational improvement potential. Getting engaged with its own teams, mutares actively supports its portfolio companies to achieve a clear value increase. The focus of the operational work is to ensure sustainable, long-term growth. The shares of mutares AG are listed on the Frankfurt Stock Exchange under the ticker symbol “MUX” (ISIN: DE000A0SMSH2). For more information, please visit www.mutares.com.
Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Please read these results in conjunction with the company's documents filed with the Securities and Exchange Commission, including the company's annual reports on Form 10-K, and any amendments thereto, and quarterly reports on Form 10-Q. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. The words “believe”, "expect," "anticipate," "project" and similar expressions identify forward-looking statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company's existing operations and complement of businesses, which are subject to change.
Statements in this press release speak only as of the date of this press release, and SPX disclaims any responsibility to update or revise such statements.
SOURCE SPX Corporation.
Investor Contact:
Paul Clegg, Vice President, Finance and Investor Relations
Phone: 980-474-3806
E-mail: spx.investor@spx.com
Media and Customer Contact:
Vivek Dhir, Vice President, Global Marketing and Business Development
Phone: 980-474-3703
E-mail: vivek.dhir@spx.com