cmco-202104290001005229false00010052292021-04-292021-04-29
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): April 29, 2021
COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
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| 0-27618 | | 16-0547600 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 205 Crosspoint Parkway | Buffalo | NY | 14068 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number including area code: (716) 689-5400
_________________________________________________
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | CMCO | NASDAQ Global Select Market |
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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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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| 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. | ☐ |
On April 29, 2021, Columbus McKinnon Corporation (the “Company”) issued a press release announcing the pricing of an upsized underwritten public offering (the “Offering”) of 3,750,000 shares of its common stock at a price of $48.00 per share for total gross proceeds of $180.0 million. The Offering was upsized from the previously announced size of $150.0 million worth of shares of common stock. In addition, the Company has granted the underwriters in the Offering an option for 30 days to purchase up to an additional 562,500 shares of the Company’s common stock.
A copy of the press release announcing the pricing of the Offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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| Item 9.01 | Financial Statements and Exhibits. |
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EXHIBIT NUMBER | | DESCRIPTION |
| | | |
| | Press Release dated April 29, 2021 |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| COLUMBUS McKINNON CORPORATION |
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| /s/ Alan S. Korman |
| Alan S. Korman |
| Vice President Finance and Chief Financial Officer |
| Counsel and Chief Human Resources Officer |
Dated: April 29, 2021
205 Crosspoint Parkway
Buffalo, NY 14068
Immediate Release
Columbus McKinnon Announces
Pricing of Upsized Common Stock Offering
BUFFALO, NY, April 29, 2021 – Columbus McKinnon Corporation (Nasdaq: CMCO) (the “Company” or “Columbus McKinnon”), a leading designer and manufacturer of intelligent motion solutions for material handling, today announced the pricing of an upsized underwritten public offering of 3,750,000 shares of its common stock at a price of $48.00 per share for total gross proceeds of $180.0 million. The offering was upsized from the previously announced size of $150.0 million. The offering is expected to close on May 4, 2021, subject to customary closing conditions.
The Company has granted the underwriters in the offering an option for a period of 30 days to purchase up to an additional 562,500 shares of the Company’s common stock.
The Company expects the net proceeds from the offering to be approximately $172.4 million (or $198.2 million if the underwriters exercise their option to purchase additional shares in full), after deducting underwriting discounts but before expenses. The Company intends to use all of the net proceeds from the offering (including the net proceeds if the underwriters exercise their option to purchase additional shares of common stock) to repay in part outstanding borrowings under its first lien term facility.
J.P. Morgan is acting as lead book-running manager. Wells Fargo Securities and PNC Capital Markets LLC are acting as additional joint book-running managers for the offering.
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on April 29, 2021. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering.
Copies of the final prospectus, when available, may be obtained from:
J.P. Morgan
c/o Broadridge Financial Solutions
1155 Long Island Avenue, Edgewood, New York, 11717
Telephone: 1-866-803-9204
-OR-
Wells Fargo Securities
Telephone: 1-800-326-5897
Facsimile: 1-212-214-5918
-OR-
PNC Capital Markets LLC
Telephone: 1-855-881-0697
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Columbus McKinnon
Columbus McKinnon is a leading worldwide designer, manufacturer and marketer of intelligent motion solutions that efficiently and ergonomically move, lift, position, and secure materials. Key products include hoists, crane components, precision conveyor systems, actuators, rigging tools, light rail workstations, and digital power and motion control systems. The Company is focused on commercial and industrial applications that require the safety and quality provided by its superior design and engineering know-how.
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the Company’s ability to complete its common stock offering, including the underwriters’ option to purchase additional shares of common stock, and the Company’s intended use of the net proceeds from the offering and the amount thereof, each of which involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including risks related to the integration of Dorner Mfg. Corp. into the Company, the impact of Covid-19 on global economic and business conditions affecting the industries served by the Company and its subsidiaries, conditions affecting the Company's customers and suppliers, competitor responses to the Company's products and services, the overall market acceptance of such products and services, the ability to expand into new markets and geographic regions, and other factors disclosed in the Company's periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, the Company assumes no obligation to update the forward-looking information contained in this release.
Contacts:
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| Gregory P. Rustowicz | Investor Relations: |
| Vice President - Finance and Chief Financial Officer | Deborah K. Pawlowski |
| Columbus McKinnon Corporation | Kei Advisors LLC |
| 716-689-5442 | 716-843-3908 |
| [email protected] | [email protected] |