Current Report Filing (8-k)
02 Dezember 2021 - 2:32PM
Edgar (US Regulatory)
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2021-12-02
2021-12-02
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2021-12-02
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2021-12-02
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 2, 2021
ALTA EQUIPMENT GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38864
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83-2583782
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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13211 Merriman Road
Livonia, Michigan 48150
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (248) 449-6700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.0001 par value per share
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ALTG
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The New York Stock Exchange
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Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share
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ALTG PRA
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events. *
On December 1, 2021, Alta Equipment Group Inc. (“Alta” or the “Company”) closed its acquisition of Midwest Mine Services LLC, which was structured as an asset sale. Midwest Mine Services, based near Toledo, Ohio, designs, fabricates, and installs full aggregate processing plants for quarries, mines and recycling operations throughout the United States and is well-established in the Ohio and Michigan markets. The acquisition was completed pursuant to the agreement announced on November 18, 2021. The purchase price for the acquisition was $7.1 million of cash paid at closing, which included $0.6 million worth of excess working capital, yielding an enterprise value at close of approximately $6.5 million. The purchase price is subject to certain post-close adjustments. Midwest Mine Services generated approximately $17.0 million in revenue and had adjusted EBITDA of approximately $1.3 million in the trailing twelve months through July 2021.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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Ex-104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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*
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The information furnished under Item 8.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information included in Item 8.01.
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2
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.
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ALTA EQUIPMENT GROUP INC.
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Dated: December 2, 2021
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By:
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/s/ Ryan Greenawalt
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Name: Ryan Greenawalt
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Title: Chief Executive Officer
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3
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