Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - REXNORD LLC | ex991vagpressrelease.htm |
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): July 25, 2011
RBS GLOBAL, INC. | REXNORD LLC |
(Exact Name of Registrant as Specified in Its Charter) | (Exact Name of Registrant as Specified in Its Charter) |
Delaware | Delaware |
(State of Incorporation or Organization) | (State of Incorporation or Organization) |
333-102428-08 | 033-25967-01 |
(Commission File Numbers) | (Commission File Numbers) |
01-0752045 | 04-3722228 |
(I.R.S. Employer Identification No.) | (I.R.S. Employer Identification No.) |
4701 West Greenfield Avenue Milwaukee, Wisconsin | 53214 |
(Address of Principal Executive Offices) | (ZIP Code) |
(414) 643-3000
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On July 25, 2011, RBS Global, Inc. and Rexnord LLC (collectively, the “Company”) issued a press release announcing the acquisition of 100% of the outstanding stock of VAG Holding GmbH (“VAG”) from the individual shareholders of VAG (collectively, “Sellers”), for an estimated aggregate transaction value of €175 million, excluding transaction costs. The purchase price will include a cash payment to the Sellers at closing plus the assumption or extinguishment of certain indebtedness outstanding as of the closing date. The transaction is expected to be funded with the Company's existing available liquidity.
VAG is a global leader in the design and manufacture of valves and engineered solutions across a broad range of applications, including water distribution, wastewater treatment, dams and hydropower generation as well as various other industrial applications. The acquisition is highly complementary to Rexnord's existing Water Management platform with limited product overlap and virtually no geographic duplication.
VAG employs approximately 1,200 associates world-wide and reported net sales of approximately €140 million for the twelve months ended June 30, 2011. Headquartered in Mannheim, Germany, VAG currently operates three other principal manufacturing operations in, Hodonin, Czech Republic, Secunderabad, India and Taicang, China as well as sales offices in eighteen countries to service its global customer base.
The share sale and transfer agreement includes various representations, warranties, covenants and indemnities of the type often found in such agreements. The consummation of the transaction is subject to customary closing conditions and, subject to those conditions, is expected to close within 90 days.
Item 9.01. Exhibits.
Exhibit No. | Description |
99.1 | Press Release dated July 25, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 25th day of July 2011.
REXNORD LLC | ||
BY: | /S/ MICHAEL H. SHAPIRO | |
Michael H. Shapiro | ||
Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Co-Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 25th day of July 2011.
RBS GLOBAL, INC. | ||
BY: | /S/ MICHAEL H. SHAPIRO | |
Michael H. Shapiro | ||
Vice President and Chief Financial Officer | ||