Item 2.01 Completion of Acquisition or Disposition of Assets
On January 3, 2022, Genuine Parts Company (the "Company"), through its
wholly-owned subsidiary, Motion Industries, Inc. ("Buyer"), completed the
previously announced acquisition of Ruby Holdings II, LLC ("Ruby Holdings")
pursuant to that certain interest purchase agreement (the "Purchase Agreement"),
dated as of December 15, 2021, by and among the Company, Buyer, Ruby Topco LLC
and Ruby Holdings. Pursuant to the Purchase Agreement, Buyer acquired 100% of
the limited liability company interests of Ruby Holdings (the "Acquisition") for
a purchase price of $1.3 billion in cash, subject to customary adjustments made
at closing for cash, working capital, indebtedness and transaction expenses.
Ruby Holdings operates Kaman Distribution Group ("Kaman"), a power transmission,
automation and fluid power industrial distributor and solutions provider with
operations throughout the U.S., providing electro-mechanical products, bearings,
power transmission, motion control and electrical and fluid power components to
MRO and OEM customers. Headquartered in Bloomfield, CT, Kaman's 1,700 employees
serve more than 50,000 customers.
Item 7.01 Regulation FD Disclosure
On January 4, 2022, the Company issued a press release announcing the completion
of the Acquisition. A copy of the press release is attached as Exhibit 99.1 and
is incorporated herein by reference.
The information disclosed under this Item 7.01 is being furnished and shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 and shall not be deemed incorporated by reference into any filing made
under the Securities Act of 1933, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated January 4, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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