ALTG 8-K
Alta Equipment Group Inc. (ALTG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|||
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|||
|
|
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 1.01 Entry into Material Definitive Agreement.
On January 21, 2026, Alta Equipment Group Inc. (the “Company”), entered into a Cooperation Agreement (the “Cooperation Agreement”), between the Company and Mill Road Capital III, L.P. (“Mill Road”), pursuant to which the Company granted Mill Road the right to appoint one observer to attend meetings of the Board, including any meetings of the committees of the Board, and to participate in discussions of matters brought to the Board or any committee thereof. Mill Road is initially appointing Deven Petito, a Management Committee Director of Mill Road Capital III GP, LLC, the general partner of Mill Road (the “Observer”) as its initial Board observer subject to the terms and condition contained in a Board Observer Agreement dated January 21, 2026 (the “Board Observer Agreement”) between the Company and the Observer. The Cooperation Agreement will expire on the date that is fifteen (15) business days prior to the deadline under the Company’s Amended and Restated Bylaws for the submission of director nominations and stockholder proposals for the Company’s 2027 annual meeting of stockholders, unless terminated earlier in accordance with the terms thereof. As of the date of this Current Report on Form 8-K, Mill Road owns approximately 13.4% of the outstanding shares of common stock of the Company.
The Cooperation Agreement and the Board Observer Agreement were unanimously approved by the Company’s Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
4.1 |
|
|
4.2 |
|
|
99.1 |
|
Press Release, dated January 22, 2026, of Alta Equipment Group Inc. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
ALTA EQUIPMENT GROUP INC. |
||
|
|
||
Dated: January 22, 2026 |
By: |
|
/s/ Ryan Greenawalt |
|
|
|
Name: Ryan Greenawalt |
|
|
|
Title: Chief Executive Officer |
Exhibit 4.1
BOARD OBSERVER AGREEMENT
This BOARD OBSERVER AGREEMENT, dated as of January 21, 2026 (this “Agreement”), is entered into by and among Alta Equipment Group Inc., a Delaware corporation (the “Company”), and Deven Petito, an individual (the “Board Observer”). The Company and the Board Observer are sometimes together referred to herein as the “Parties,” and each, a “Party.”
WHEREAS, pursuant to that certain Cooperation Agreement (the “Cooperation Agreement”), dated the date hereof, between the Company and Mill Road Capital III, L.P., the Company desires to appoint the Board Observer as a single non-voting observer to the board of directors of the Company (the “Board”); and
WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the foregoing matters, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:
provided that, in each case, it is understood that if the Observer Rights are limited pursuant to this Section 1(b), the Board will notify the Board Observer of such limitation as soon as reasonably practicable.
2
3
4
5
If to the Company:
Alta Equipment Group, Inc.
13211 Merriman Road
Livonia, Michigan 48150
Attention: Jeffrey A. Hoover
Email: [email protected]
With a copy to (which shall not constitute notice):
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Joel L. Rubinstein
Email: [email protected]
Attention: Richard Brand
Email: [email protected]
If to the Board Observer:
Mill Road Capital Management LLC
328 Pemberwick Road
Greenwich, CT 06831
Attention: Deven Petito
Email: [email protected]
With a copy to (which shall not constitute notice):
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Attention: Peter M. Rosenblum, Esq.
Email: [email protected]
6
[Signature Page Follows]
7
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.
COMPANY:
ALTA EQUIPMENT GROUP, INC.
By: /s/ Jeffrey A. Hoover
Name: Jeffrey A. Hoover
Title: Chief Legal Officer and General Counsel
BOARD OBSERVER
/s/ Deven Petito
Deven Petito
[Signature Page to Board Observer Agreement]
Exhibit 4.2
COOPERATION AGREEMENT
This COOPERATION AGREEMENT (this “Agreement”), dated as of January 21, 2026 (the “Effective Date”), is entered into by and among Alta Equipment Group Inc., a Delaware corporation (the “Company”), and Mill Road Capital III, L.P. (“Mill Road”). The Company and Mill Road are sometimes together referred to herein as the “Parties,” and each, a “Party.”
WHEREAS, the Parties desire to set forth their agreements regarding certain matters relating to Mill Road’s ownership of stock in the Company;
NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:
2
3
4
5
For the avoidance of doubt, the Parties acknowledge and agree that Mill Road and its Affiliates and Associates (including the Observer) intend to continue to engage in non-public discussions with members of management of the Company and the Board and nothing in this Section 2 shall be deemed to prevent or impede such discussions from occurring, so long as such discussion is not intended to, and would not reasonably be expected to, require any public disclosure of such discussion. The Company shall notify Mill Road in writing upon the occurrence of the Expiration Date.
For purposes of this Agreement, the “Standstill Period” shall mean the period from and after the Effective Date until the earlier of the Expiration Date or the termination of this Agreement by Mill Road in accordance with its terms. As used herein, “Extraordinary Transaction” means any merger, acquisition, amalgamation, tender offer, exchange offer, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company or any of its subsidiaries or that relates to or would result in a Change of Control. As used herein, a “Change of Control” shall be deemed to have taken place if (x) any person is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the equity interests and voting power of the Company’s then outstanding equity securities, (y) as a result of a merger or stock-for-stock transaction the Company’s stockholders retain less than fifty percent (50%) of the equity interests and voting power of the surviving entity’s then-outstanding equity securities or (z) the Company sells all or substantially all of its assets.
The obligations in Section 1(c) and the restrictions in this Section 2 shall terminate automatically if (a) the Company enters into a definitive agreement with a third party that, upon consummation, is reasonably anticipated to constitute a Change of Control or (b) a third party commences a tender or exchange offer that, if consummated, is reasonably anticipated to constitute a Change of Control; provided, that if such Change of Control, and all other proposed Extraordinary Transactions publicly announced thereafter by any other third party or parties, are abandoned or terminated prior to the consummation or closing of any such Extraordinary Transaction, then the obligations in Section 1(c) and the restrictions in this Section 2 shall be automatically reinstated and shall continue in full force and effect in accordance with their terms, subject to any subsequent expiration or termination pursuant to this Section 2.
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement (including the restrictions in this Section 2) will prohibit or restrict Mill Road, any of its Affiliates or Associates or any Representative thereof from negotiating, evaluating and/or trading, directly or indirectly, in any mutual fund, exchange-traded fund, benchmark fund or broad basket of securities which may contain or otherwise reflect the performance of, but not primarily consist of, securities of the Company.
6
7
8
If to the Company:
Alta Equipment Group, Inc.
13211 Merriman Road
Livonia, Michigan 48150
Attention: Jeffrey A. Hoover
Email: [email protected]
With a copy to (which shall not constitute notice):
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Joel L. Rubinstein
Email: [email protected]
Attention: Richard Brand
Email: [email protected]
If to Mill Road:
Mill Road Capital III, L.P.
328 Pemberwick Road
Greenwich, CT 06831
9
Attention: Deven Petito
Email: [email protected]
With a copy to (which shall not constitute notice):
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Attention: Peter M. Rosenblum, Esq.
Email: [email protected]
[Signature Page Follows]
10
IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.
COMPANY:
ALTA EQUIPMENT GROUP, INC.
By: /s/ Jeffrey A. Hoover
Name: Jeffrey A. Hoover
Title: Chief Legal Officer and General Counsel
MILL ROAD CAPITAL III, L.P.
By: Mill Road Capital III GP, LLC,
its General Partner
By: /s/ Deven Petito
Name: Deven Petito
Title: Management Committee Director
[Signature Page to Cooperation Agreement]
Exhibit 99.1
Alta Equipment Group Announces Board Observer
LIVONIA, Mich. – January 22, 2026 – Alta Equipment Group Inc. (NYSE: ALTG) (“Alta” or “the Company”), a leading provider of premium material handling, construction and environmental processing equipment and related services, today announced that it entered into a Cooperation Agreement with Mill Road Capital III, L.P. (“Mill Road”) allowing Mill Road to appoint a non-voting observer to its Board of Directors. Pursuant to a Board Observer Agreement dated January 21, 2026, Mill Road has appointed Deven Petito as its initial Board observer.
Mr. Petito is a Management Committee Director of Mill Road Capital, a private investment firm focused on investing in and partnering with small publicly traded companies in the U.S. and Canada. Since its founding in 2004, the firm has executed its strategy of investing in small public companies and partnering with management teams and boards to unlock value through collaborative engagement. Before joining Mill Road in 2014, Mr. Petito began his investing career in the private equity group at Kohlberg Kravis Roberts & Co. (KKR). Prior to KKR, Mr. Petito worked at Morgan Stanley in the firm’s investment banking division. Mr. Petito holds an AB in Economics from Princeton University and an MBA from Harvard Business School.
“Mill Road is a significant shareholder of Alta and we appreciate their continuing support of the Company and its management team. We appreciate the collaborative dialogue we’ve had with Mill Road and believe this agreement reflects our shared commitment to enhancing long-term value for all shareholders.” said Ryan Greenawalt, Chief Executive Officer and Chairman. “On behalf of the entire Board, I want to welcome Deven. We are excited for Deven to bring new perspective and expertise to the Board room."
“Mill Road values its partnership with Alta and appreciates the engagement that we have had with the Company’s management team,” said Mr. Petito. “I look forward to working with Alta’s Board of Directors on its commitment to achieving greater value for all shareholders.”
About Alta Equipment Group Inc.
Alta owns and operates one of the largest integrated equipment dealership platforms in North America. Through our branch network, the Company sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and other material handling equipment, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes and aerial work platforms, paving and asphalt equipment, other construction equipment and allied products. Alta has operated as an equipment dealership for 41 years and has developed a branch network that includes over 80 total locations across Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada and Florida and the Canadian provinces of Ontario, Maritime, and Quebec. Alta offers its customers a one-stop-shop for their equipment needs through its broad, industry-leading product portfolio. More information can be found at www.altg.com.
Contacts
Investors: |
Media: |
Kevin Inda |
Glenn Moore |
SCR Partners, LLC |
Alta Equipment Group Inc. |
(225) 772-0254 |
(248) 305-2134 |
1