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): October
3, 2016
Commission file number 0-21513
DXP
Enterprises, Inc.
(Exact name of registrant as
specified in its charter)
|
Texas |
76-0509661 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
|
7272 Pinemont, Houston, Texas 77040 |
(713) 996-4700 |
| (Address of principal executive offices) | 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:
[ ] 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)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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 October 3, 2016, DXP Enterprises, Inc. (the “Company”) sold its master distribution business of industrial fasteners, Vertex Corporate Holdings, Inc. and its subsidiaries, to HWC Wire & Cable Company, a subsidiary of Houston Wire & Cable Company (the “Transaction”). The Company received approximately $31.0 million in net cash proceeds, subject to customary transaction adjustments. The net proceeds of the Transaction were used to satisfy the $30.0 million mandatory prepayment obligation under the Company’s Amended and Restated Credit Facility, dated as of January 2, 2014, as subsequently amended.
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the closing of the Transaction.
Item 9.01. Financial Statements And Exhibits
(d) Exhibits.
99.1 Press Release dated October 4, 2016 announcing the Transaction.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DXP ENTERPRISES, INC. |
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| Date: |
October 4, 2016 |
By: |
/s/ Mac McConnell |
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Mac McConnell |
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Senior Vice President/Finance, Chief Financial |
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INDEX TO EXHIBITS
|
Exhibit No. |
Description |
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|
99.1 |
Press Release dated October 4, 2016 announcing the Transaction. |
Exhibit 99.1
DXP Enterprises Announces Sale of Non-Core Business
HOUSTON--(BUSINESS WIRE)--October 4, 2016--DXP Enterprises, Inc. (NASDAQ: DXPE) announced today that it has sold its master distribution business of industrial fasteners, Vertex Corporate Holdings, Inc., to Houston Wire & Cable Company (HWC). DXPE received approximately $31.0 million in net cash proceeds, subject to customary transaction adjustments. Signing of the definitive agreement occurred on October 3, 2016.
David Little, chairman and chief executive officer, stated, “This transaction presents a win-win outcome for each party. DXP is strengthening its balance sheet for growth and positioning DXP to focus on its core products and offerings. HWC is acquiring a strong complementary business that will benefit from their keen understanding of Vertex’s business model and should help position them for growth.”
“The decision to sell our master distributor of fasteners was contemplated some time ago after a comprehensive strategic review of our business model and operations. We reached this agreement with HWC after a thorough sale process. This sale is part of our continuing commitment to provide greater financial flexibility and predictability, all aimed at creating greater long-term value for all of DXP’s stakeholders,” added Kent Yee, senior vice president of corporate development.
The divestiture of Vertex Corporate Holdings, Inc. will be treated as the sale of a non-core business for financial reporting purposes. The financial results will be excluded from the fourth quarter of 2016.
About DXP Enterprises, Inc.
DXP Enterprises, Inc. is a leading products and service distributor that adds value and total cost savings solutions to industrial customers throughout the United States, Canada, Mexico and Dubai. DXP provides innovative pumping solutions, supply chain services and maintenance, repair, operating and production ("MROP") services that emphasize and utilize DXP’s vast product knowledge and technical expertise in rotating equipment, bearings, power transmission, metal working, industrial supplies and safety products and services. DXP's breadth of MROP products and service solutions allows DXP to be flexible and customer-driven, creating competitive advantages for our customers. DXP’s business segments include Service Centers, Innovative Pumping Solutions and Supply Chain Services. For more information, go to www.dxpe.com.
The Private Securities Litigation Reform Act of 1995 provides a “safe-harbor” for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made by or to be made by the Company) contains statements that are forward-looking. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future; and accordingly, such results may differ from those expressed in any forward-looking statement made by or on behalf of the Company. These risks and uncertainties include, but are not limited to: ability to obtain needed capital, dependence on existing management, leverage and debt service, domestic or global economic conditions, and changes in customer preferences and attitudes. For more information, review the Company’s filings with the Securities and Exchange Commission.
CONTACT:
DXP Enterprises, Inc.
Mac McConnell, 713-996-4700
Senior
Vice President, Finance & CFO
www.dxpe.com