Item 1.01 Entry into a Material Definitive Agreement
On September 1, 2021, Thor Industries, Inc. (the "Company") and AirX MidCo, LLC
(the "Seller") entered into a Stock Purchase Agreement (the "Purchase
Agreement") pursuant to which the Company acquired all of the issued and
outstanding shares of capital stock of AirX Intermediate, Inc. ("AirX"), a
privately held manufacturer of a comprehensive line of high-quality RV products
that it sells to original equipment manufacturers, including the Company and its
subsidiaries, as well as consumers via aftermarket sales through dealers and
retailers, for cash consideration of $750,000,000, subject to adjustment as set
forth in the Purchase Agreement. The purchase price was determined through
arms-length negotiations between the parties.
The Purchase Agreement contains customary representations, warranties, and
covenants by each of the parties, including certain non-competition and
non-solicitation obligations, and also contains indemnification provisions under
which the parties have agreed to indemnify each other against certain
liabilities.
Also on September 1, 2021, the Company amended its ABL facility to increase the
maximum availability from $750,000,000 to 1,000,000,000. The Company will use
$625,000,000 from its expanded Asset-Based Credit Facility to finance part of
the cash consideration for the stock purchase.
The foregoing description of the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Purchase
Agreement, which will be filed with the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended October 31, 2021.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information reported under Item 1.01 of this Form 8-K is incorporated herein
by reference in response to this Item.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on February 1, 2019, the Company entered into an ABL
Credit Agreement (the "ABL Credit Agreement"), among the Company, certain
domestic subsidiaries of the Company, certain subsidiaries of Erwin Hymer Group
SE organized under the laws of Germany and a subsidiary of Erwin Hymer Group SE
organized under the laws of the United Kingdom, the several lenders from time to
time parties thereto (the "Lenders") and JPMorgan Chase Bank, N.A., as
administrative agent. Pursuant to the ABL Credit Agreement, the Lenders provide
the Company with a revolving credit facility of $750 million subject to certain
terms and conditions. The other material terms of the ABL Credit Agreement were
described in the Company's Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 1, 2019.
On September 1, 2021, the ABL Credit Agreement was amended to increase from
$750.0 million to $1.0 billion the aggregate outstanding Revolving Facility
Commitments of the Lenders under the ABL Credit Agreement immediately prior to
the Amendment No. 1 Effective Date. Defined terms not otherwise defined in this
Form 8-K shall have the meaning given in the Amendment No. 1. The newly acquired
subsidiaries were also added as loan parties.
The foregoing description of Amendment No. 1 does not purport to be complete and
is qualified in its entirety by reference to Amendment No. 1, which will be
filed with the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 31, 2021.
Item 7.01 Regulation FD Disclosure.
On September 1, 2021, the Company issued a press release announcing its entry
into the Purchase Agreement and a presentation relating to its acquisition of
AirX, which is posted on the Company's website at http://ir.thorindustries.com.
Copies of the Company's press release and presentation are attached hereto as
Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
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In accordance with general instruction B.2 to Form 8-K, the information set
forth in Item 7.01 of this Form 8-K (including as incorporated by reference from
Exhibits 99.1 and 99.2 shall be deemed "furnished" and not "filed" with the
Securities and Exchange Commission for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, and shall not be deemed to be incorporated by reference into any
of the Company's filings under the Securities Act of 1933, as amended, or the
Exchange Act, whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
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Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press release, dated September 1, 2021, issued by the Company
Presentation Relating to Acquisition of AirX Intermediate,
99.2 Inc.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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