SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 4, 2018
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Air T, Inc. |
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35476 | 52-1206400 | ||
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification No.) |
5930 Balsom Ridge Road
Denver, North Carolina 28037
(Address of Principal Executive Offices)
(Zip Code)
(828) 464-8741
(Registrant’s Telephone Number, Including Area Code)
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Not Applicable |
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(Former name or former address, if changed from 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 (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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Item 2.01. |
Completion of Acquisition or Disposition of Assets |
On May 4, 2018, Air T, Inc. (the “Company”) completed the acquisition of substantially all of the assets (the “WAV Assets”) of Worthington Aviation Parts, Inc., a Minnesota corporation (“Worthington”), and assumed certain liabilities (the “WAV Liabilities”) of Worthington (the “Transaction”), in each case pursuant to the Asset Purchase Agreement (the “Purchase Agreement”), dated as of April 6, 2018, by and among the Company, Worthington, and Churchill Industries, Inc., as guarantor of Worthington’s obligations as disclosed in the Purchase Agreement.
Worthington is primarily engaged in the business of operating, distributing and selling airplane and aviation parts along with repair services. The Company agreed to acquire the WAV Assets and WAV Liabilities in exchange for payment to Worthington of $50,000 as earnest money upon execution of the Agreement and a cash payment of $3,400,000 (the “Cash Purchase Price”) upon closing, subject to adjustment for Worthington’s net working capital as of the closing date. In connection with Amendment No. 2 to the Asset Purchase Agreement, dated May 2, 2018, the Cash Purchase Price was reduced by $100,000 to $3,300,000.
The above discussion of the Transaction and the Purchase Agreement are qualified in their entirety by reference to the Purchase Agreement and related amendments, attached hereto as Exhibits 10.1, 10.2 and 10.3, each of which are incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
We intend to file by amendment the required historical financial statements of Worthington not later than 71 calendar days after the date that this Form 8-K was required to be filed.
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(b) |
Pro Forma Financial Information |
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We intend to file by amendment the required pro forma financial information reflecting the acquisition of Worthington interests not later than 71 calendar days after the date the Worthington Form 8-K was required to be filed. |
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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10.1 |
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10.2 |
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10.3 |
SIGNATURES
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.
| Dated: May 9, 2018 | AIR T, INC. | |||
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By: |
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/s/ Nick Swenson |
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Name: |
Nick Swenson |
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Title: |
Chief Executive Officer |
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AIR T, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Method of Filing |
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10.1 |
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Asset Purchase Agreement by and among Air T, Inc., Worthington Aviation Parts, Inc., and Churchill Industries, Inc., dated as of April 6, 2018. |
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Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Air T, Inc. on April 12, 2018. |
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10.2 |
Amendment No. 1 to Asset Purchase Agreement by and among Air T, Inc., Worthington Aviation, LLC, Worthington Aviation Parts, Inc., and Churchill Industries, Inc., dated as of April 27, 2018. |
Filed electronically herewith |
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10.3 |
Amendment No. 2 to Asset Purchase Agreement by and among Air T, Inc., Worthington Aviation, LLC, Worthington Aviation Parts, Inc., and Churchill Industries, Inc., dated as of May 2, 2018. |
Filed electronically herewith |
15412664v2
Exhibit 10.2
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of the 27th day of April, 2018 (the “Effective Date”) by and among Air T, Inc., a Delaware corporation (“Buyer”), Worthington Aviation Parts, Inc., a Minnesota corporation (“Seller”), Churchill Industries, Inc., a Minnesota corporation (“Churchill”), in its own capacity and its capacity as guarantor of Seller’s obligations pursuant to Section 12.14 of the Purchase Agreement referred to below, and Worthington Aviation, LLC, a North Carolina limited liability company that is wholly owned by Buyer (“Subsidiary”).
WHEREAS, Buyer, Seller and Churchill are the parties to the Asset Purchase Agreement dated as of April 6, 2018 (the “Purchase Agreement”) and wish to amend the Purchase Agreement as stated in this Amendment;
WHEREAS, capitalized terms used in this Amendment without definition have the meanings provided in the Purchase Agreement;
WHEREAS, the parties wish to provide, among other things, that the Lease Agreement dated as of November 20, 2003, as amended, between CIM Urban Income Investments LP (“Eagan Landlord”) and Seller for the Seller’s premises in Eagan, Minnesota (the “Eagan Lease”) shall be assigned to Subsidiary;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties, intending to be legally bound, agree as follows:
1. Addition of Subsidiary as a Party. Subsidiary is hereby added as a party to the Agreement, and shall be (i) jointly and severally liable with Buyer for the obligations of Buyer under the Agreement, and (ii) entitled to the benefits due Buyer under the Agreement.
2. Representations and Warranties Regarding Subsidiary. Article 5 of the Purchase Agreement is hereby amended by adding a new Section 5.5 that reads as follows:
“5.5 Representations and Warranties Regarding Subsidiary. The representations and warranties made in Sections 5.1, 5.2 and 5.3 above concerning Buyer and also true and correct as to Subsidiary, except that with respect to the representation and warranty in Section 5.2, Subsidiary is a North Carolina limited liability company. All of the outstanding equity and ownership interests of Subsidiary are owned by Buyer.”
3. Assignment to Subsidiary. The first sentence of Section 2.1 of the Purchase Agreement is hereby amended by inserting the words “(or cause Subsidiary to purchase)” so that the sentence reads as follows:
“On the terms and subject to the provisions of this Agreement, Seller agrees to sell, transfer and deliver to Subsidiary on the Closing Date, and Subsidiary agrees to purchase from Seller for the Purchase Price, all of the assets, properties, rights and interests of Seller of every kind and character and wherever located, except for the Excluded Assets (collectively, the “Acquired Assets”).”
Immediately following the amended sentence stated above, the following additional sentence shall be inserted:
“At the Closing, Seller shall assign to Subsidiary (i) the Eagan Lease, (ii) all of the Acquired Assets that are not Contracts, (iii) all Contracts which are part of the Acquired Assets where no consent by the other party or parties to the Contract is required for Closing, and (iv) all Contracts which are part of the Acquired Assets where consent to assignment to Subsidiary has been obtained.”
4. Contracts Where Consent Not Yet Obtained. Except for the Eagan Lease, with respect to any Contracts or Leases which are listed on Schedule 4.10 for which a consent to assignment has not been obtained prior to May 4, 2018, (i) the condition to Closing in Section 8.2(b) of the Purchase Agreement is waived, (ii) Seller and Buyer shall continue after the Closing their efforts pursuant Section 6.3 of the Purchase Agreement to obtain the required consent after the Closing, and (iii) Seller shall act on behalf of and for the benefit of Buyer and Subsidiary with respect to the Contract as contemplated by Section 8.2(b) of the Purchase Agreement.
5. Other Terms Unchanged. Except as expressly stated in this Amendment, all other terms and provisions of the Purchase Agreement are unchanged, and are hereby ratified and confirmed.
6. Entire Agreement; Modifications. This Amendment and the Purchase Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings relating to the subject matter hereof, whether written or oral. No provision of this Amendment shall be amended, altered, enlarged, supplemented, abridged, modified, or any provisions waived, except by a writing duly signed by all of the parties hereto. Following the execution and delivery of this Amendment, all references to the Purchase Agreement shall mean the Purchase Agreement as amended by this Amendment.
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. This Amendment may be signed by means of separate counterparts, and any signed counterpart shall be effective upon delivery of a signed signature page by facsimile, electronic transmission, mail, messenger, or personal delivery.
[Signatures are on following page]
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to Asset Purchase Agreement as of the date set forth above.
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Seller: |
Buyer: |
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WORTHINGTON AVIATION, INC. |
AIR T, INC. |
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Churchill: |
Subsidiary: |
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CHURCHILL INDUSTRIES, INC. |
WORTHINGTON AVIATION, LLC |
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Exhibit 10.3
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of May 2, 2018 (the “Effective Date”) by and among Air T, Inc., a Delaware corporation (“Buyer”), Worthington Aviation, LLC, a North Carolina limited liability company that is wholly owned by Buyer (“Subsidiary”), Worthington Aviation Parts, Inc., a Minnesota corporation (“Seller”) and Churchill Industries, Inc., a Minnesota corporation (“Churchill”).
WHEREAS, Buyer, Seller, Churchill and Subsidiary are the parties to the Asset Purchase Agreement dated as of April 6, 2018, as amended by Amendment No. 1 dated April 27, 2018 (the “Purchase Agreement”) and wish to further amend the Purchase Agreement as stated in this Amendment;
WHEREAS, capitalized terms used in this Amendment without definition have the meanings provided in the Purchase Agreement;
WHEREAS, the parties wish to resolve various uncertain or disputed matters related to the Business by means of the provisions of this Amendment;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the parties, intending to be legally bound, agree as follows:
1. Australian Operations. With respect to Seller’s operations in Australia (the “Australian Operations”), commencing at the Closing Seller shall continue to conduct the Australian Operations, but as agent for Subsidiary, in substantially the same manner as they were conducted prior to the Closing, but at the direction of and expense of Subsidiary, and for the risk and benefit of Subsidiary, for a period that continues until, and ends at, the earlier of (a) the close of business in Brisbane, Australia on October 31, 2018, or (b) such date prior to October 31, 2018 as Subsidiary specifies, in a written notice given to Seller at least five days in advance of the date specified in that notice, for Seller’s agency to end and for Australian Operations to begin to be conducted directly by Subsidiary. Seller shall invoice Subsidiary monthly for Seller’s expenses incurred in providing services pursuant to this paragraph, and Subsidiary shall pay such invoices within fifteen (15) days of receipt. Notwithstanding the foregoing, Subsidiary is assuming at the Closing, and shall pay if and when due, any obligation owed to Bret Mehrtens or Kerrie Lill (Seller’s employees in Australia) for any redundancy pay, pay in lieu of notice of termination, or leave that arises out of or relates to their past service to Seller or the transactions under the Purchase Agreement.
2. Worldwide Agreements. Reference is made to the Consignment Agreement dated March 18, 2015 and the Consignment Agreement dated October 13, 2015, each with Worldwide Aviation, LLC (collectively, the “Worldwide Agreements”). Buyer and Subsidiary acknowledge that Subsidiary is assuming the Worldwide Agreements, including remaining payment obligations to Worldwide Aviation, LLC under Section 3 of each of the Worldwide Agreements. The closing conditions of Sections 8.1(d) and 8.2(g) of the Purchase Agreement relating to Worldwide Aviation, LLC are hereby deemed satisfied.
3. Other Topics. (a) Seller represents and warrants that it has paid the rent due under each of the Leases for the month of May 2018. Neither Buyer or Subsidiary shall be obligated to reimburse Seller for any rent paid by Seller prior to the Closing, including rent for periods that end following the Closing.
(b) Subsidiary assumes and agrees to pay if and when due any obligations of Seller, not to exceed a total of $30,000, for accrued paid time off for periods prior to the Closing as to any Seller employee who is hired by Buyer or Subsidiary at or after the Closing.
(c) Seller shall pay when due any health and dental claims of Seller’s employees for services received by such employees prior to the Closing for which Seller would be responsible in the absence of the sale of the Business under the Purchase Agreement; provided, that such claims are submitted to Seller within twelve (12) months after the Closing.
(d) Seller shall not provide any credit for insurance deductibles paid by Seller’s employees prior to the Closing, and Seller shall not provide contributions, funding or payments for flexible spending accounts of any employees.
(e) Section 10.2(e) of the Purchase Agreement is hereby amended by adding the parenthetical phrase “(including operations in Australia)” so that clause (e) reads:
“(e) the operation of the Business (including operations in Australia) prior to the Closing Date.”
4. Cash Payment Amount. In Section 3.1 of the Purchase Agreement the definition of “Cash Payment” is hereby amended from “$3,400,000” to “$3,300,000”, and all references in the Purchase Agreement to the Cash Payment shall mean the amended dollar amount.
5. Other Terms Unchanged. Except as expressly stated in this Amendment, all other terms and provisions of the Purchase Agreement are unchanged, and are hereby ratified and confirmed.
6. Entire Agreement; Modifications. This Amendment and the Purchase Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations and understandings relating to the subject matter hereof, whether written or oral. No provision of this Amendment shall be amended, altered, enlarged, supplemented, abridged, modified, or any provisions waived, except by a writing duly signed by all of the parties hereto. Following the execution and delivery of this Amendment, all references to the Purchase Agreement shall mean the Purchase Agreement as amended by this Amendment.
7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one agreement. This Amendment may be signed by means of separate counterparts, and any signed counterpart shall be effective upon delivery of a signed signature page by facsimile, electronic transmission, mail, messenger, or personal delivery.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 2 to Asset Purchase Agreement as of the date set forth above.
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| WORTHINGTON AVIATION, INC. | AIR T, INC. | ||||
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| CHURCHILL INDUSTRIES, INC. | WORTHINGTON AVIATION, LLC | ||||
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