8-K
STANDARD MOTOR PRODUCTS, INC. (SMP)
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): June 1, 2021
STANDARD MOTOR PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
| New York<br><br> <br>(State or Other Jurisdiction of Incorporation) | 001-04743<br><br> <br>(Commission File Number) | 11-1362020<br><br> <br>(I.R.S. Employee Identification Number) |
|---|
37-18 Northern Boulevard, Long Island City, New York 11101
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, including Area Code: 718-392-0200
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 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). |
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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)). |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $2.00 per share | SMP | New York Stock Exchange LLC |
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 June 1, 2021, Standard Motor Products, Inc. (the “Company”) announced that it has acquired all of the capital stock of Trumpet Holdings, Inc. (d/b/a Trombetta), pursuant to a Stock Purchase Agreement, dated as of May 31, 2021, among the Company and Fulham Investors, L.P., Fulham Investors II, L.P. and all of the other shareholders of Trombetta (the “Agreement”), for $108 million, subject to certain post-closing adjustments. The acquisition closed as of May 31, 2021. The Agreement provides for customary representations, warranties, indemnities and post-closing covenants.
Trombetta is leading manufacturer and distributor of power switching and power management products to OE customers in various markets, with manufacturing facilities in Milwaukee, Wisconsin, Sheboygan Falls, Wisconsin, and Tijuana, Mexico, as well as a majority ownership in a joint venture in Asia.
The Company has financed the acquisition from cash on hand and through borrowings under its revolving credit facility with JPMorgan Chase Bank, N.A., as agent.
A copy of the press release announcing this transaction is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. | |
|---|---|---|
| (d) | Exhibits. | |
| --- | --- | --- |
| 99.1 | Press release dated June 1, 2021 announcing Standard Motor Products, Inc.’s acquisition of Trombetta. | |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are 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.
| STANDARD MOTOR PRODUCTS, INC. | |
|---|---|
| By: | /s/ Nathan R. Iles |
| Nathan R. Iles | |
| Chief Financial Officer |
Date: June 1, 2021
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Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated June<br> 1, 2021 announcing Standard Motor Products, Inc.’s acquisition of Trombetta. |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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Exhibit 99.1
For Immediate Release
For more information, contact:
Nathan R. Iles
Standard Motor Products, Inc.
(718) 392-0200
Standard Motor Products, Inc. Announces
Acquisition of Trombetta
New York, NY, June 1, 2021 ….… Standard Motor Products, Inc. (NYSE: SMP), a leading automotive parts manufacturer and distributor, announced today that it has acquired 100% of the capital stock of Trumpet Holdings, Inc., a Delaware corporation (more commonly known as “Trombetta”), for $108 million, subject to certain post-closing adjustments. Trombetta is a worldwide leader in providing power switching and power management products to OE customers in various markets. Trombetta generates approximately $60 million in annual revenue, and has manufacturing facilities in Milwaukee, Wisconsin, Sheboygan Falls, Wisconsin, and Tijuana, Mexico, as well as a majority ownership in a joint venture in Wuxi, China.
37-18 Northern Blvd., Long Island City, NY 11101
(718) 392-0200
www.smpcorp.com
SMP will fund the acquisition in cash through borrowings under its revolving credit facility. We anticipate the acquisition will be accretive to earnings in 2021.
Mr. Eric Sills, Standard Motor Products’ Chief Executive Officer and President, stated, “We are very pleased to announce this acquisition. Founded in 1932, Trombetta has a long history of supplying high-quality products to a broad group of blue-chip OE customers across multiple commercial vehicle and off-highway channels, including heavy truck, construction, agricultural, electric vehicle and power sports markets. This acquisition fits very well with our strategy to expand beyond our core aftermarket business into related markets, and is highly complementary with our recent Pollak acquisition.
“Trombetta’s product portfolio includes well-established electromechanical parts such as contactors and voltage regulators, along with cutting edge electronic components including various electronic controls and CAN bus-enabled devices. Importantly, few of Trombetta’s products are powertrain-related and thus are unaffected by the shift from internal combustion engines. We believe that in the future we will be able to leverage these technologies in our aftermarket business.
“This acquisition also provides us with an increased global manufacturing footprint, additional engineering talent, a well-connected sales organization, and a strong and seasoned leadership team. We believe that the combination of Trombetta, along with the business we have already built in these markets, will create a critical mass that can be a powerful force for growth. It will also provide enhanced capabilities for SMP’s core aftermarket business. We welcome Trombetta and its roughly 300 employees to the SMP family.”
Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Standard Motor Products cautions investors that any forward-looking statements made by the company, including those that may be made in this press release, are based on management’s expectations at the time they are made, but they are subject to risks and uncertainties that may cause actual results, events or performance to differ materially from those contemplated by such forward-looking statements. Among the factors that could cause actual results, events or performance to differ materially from those risks and uncertainties discussed in this press release are those detailed from time-to-time in prior press releases and in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K and quarterly reports on Form 10-Q. By making these forward-looking statements, Standard Motor Products undertakes no obligation or intention to update these statements after the date of this release.