| Item 1.01 |
Entry into a Material Definitive Agreement. |
On January 13, 2026, Columbus McKinnon Corporation (the “Company” or “Seller”) entered into an Equity Purchase Agreement (the “Agreement”) by and among the Company, Star Hoist Intermediate, LLC (“Buyer”) and Royal NY Company Holdings, LLC (“Holdings”) providing for the sale (the “Sale”) of 100% of the equity interests of Holdings and the Company’s U.S. power chain hoist (other than with respect to Little Mule® products) and chain manufacturing operations (the “Business”).
The purchase price for the transaction is $210,000,000, subject to customary adjustments for a transaction of this type, including working capital, to the extent actual working capital exceeds the negotiated upper or lower thresholds, indebtedness and transaction expenses. In addition, the Agreement provides that Seller may receive an earnout payment of $25,000,000 (the “Earnout Amount”), provided that net sales of the Business exceed a certain threshold during the 2027 and 2028 fiscal years (the “Earnout Threshold”). In the event that Buyer sells, transfers or otherwise disposes of a majority of the interests of Holdings or all or substantially all of the assets of the Business or grants certain exclusive licenses with respect to lines of Business products prior to a certain date, Seller shall be entitled to receive a prorated payment of the Earnout Amount. In addition, to the extent any lines of Business products are discontinued or sold prior to a certain date, the Earnout Threshold will be proportionately reduced.
The Agreement contains customary representations and warranties of the parties, covenants regarding the conduct of Seller and Holdings with respect to the Business prior to closing, and customary post-closing covenants. The Agreement also includes indemnification provisions in favor of the parties.
The Sale is expected to close, subject to satisfaction or waiver of all closing conditions, on (i) January 30, 2026, (ii) the last business day of the month in which all closing conditions are satisfied or (ii) such date as mutually agreed by the parties. The closing of the Sale is subject to customary closing conditions, including, among others, the accuracy of representations and warranties, compliance with covenants, execution of certain transition agreements, receipt of a payoff letter for outstanding indebtedness, receipt of certain third-party consents, absence of certain material adverse effects, and the delivery of customary closing deliverables. The Agreement may be terminated by the parties under certain circumstances, including by mutual consent, upon the occurrence of specified termination events or if the Sale has not been consummated by April 30, 2026.
In connection with the Sale, on January 13, 2026, the Company entered into two Contribution Agreements (collectively the “Contribution Agreements”) with Holdings pursuant to which the Company will contribute to Holdings the assets relating to the Business and Holdings agreed to assume certain liabilities associated with such assets.
The foregoing descriptions of the Agreement and the Contribution Agreements, including the descriptions of the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the Contribution Agreements, respectively. Copies of the Agreement and the Contribution Agreements are attached as Exhibits 2.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure. |
On January 14, 2026, the Company issued a press release announcing the Sale. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for 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 Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
