8-K

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): May 1, 2015

 

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-9235 (Commission File Number)   93-0768752 (IRS Employer Identification No.)

601 East Beardsley Avenue, Elkhart, Indiana (Address of Principal Executive Offices) 46514-3305 (Zip Code)

Registrant’s telephone number, including area code: (574) 970-7460

N/A

(Former Name or Former Address, if Changed Since 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:

¨ 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 1.01 Entry into a Material Definitive Agreement

On May 1, 2015 (the “Closing Date”), Thor Industries, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Postle Aluminum Company, LLC (the “Seller”) pursuant to which the Company acquired all of the issued and outstanding membership units of Postle Operating, LLC (“Postle”). Postle is engaged in the business of extruding aluminum and distributing aluminum extrusions and steel parts. Under the Purchase Agreement, the Closing was deemed effective as of 12:01 a.m. on the Closing Date. Capitalized terms used in this Form 8-K but not otherwise defined herein shall have the meanings ascribed to those terms in the Purchase Agreement.

The Agreement provides that the purchase price to be paid by the Company to the Seller will be $140,000,000 (the “Closing Purchase Price”), subject to adjustment as set forth in Section 1.4 of the Agreement. On the Closing Date, $135,000,000 of the Closing Purchase Price, plus (i) the Estimated Cash Balance and (ii) approximately $4,000,000, the amount by which the Estimated Net Assets exceeded the Target Net Assets as of April 30, 2015, was paid to the Seller and the remaining $5,000,000 of the Closing Purchase Price was placed into an escrow account to be held pursuant to the provisions of Section 1.5 of the Purchase Agreement. The cash payments made by the Company as part of this transaction were funded entirely from the Company’s cash on hand.

As more fully outlined in the Purchase Agreement, the Sellers have agreed to indemnify the Company, Postle, and their Affiliates in respect of, and hold them harmless against, any and all losses incurred or suffered by them related to (a) any (i) Breach of any representation or warranty of the Seller contained in the Purchase Agreement or (ii) Breach of any covenant or agreement of the Seller contained in the Purchase Agreement; (b) any failure of the Seller to have good title to the issued and outstanding membership interests free and clear of any Encumbrance; (c) any and all known claims for which an adequate reserve (as determined by Exhibit 1.3 to the Purchase Agreement and, if not covered by Exhibit 1.3, then by generally accepted accounting principles (GAAP)) does not exist; or (d) resulting from any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made with the Seller or Postle (or any person acting on their behalf) in connection with any of the transactions contemplated by the Purchase Agreement. The indemnification obligations listed above are subject to an indemnification bucket and cap as outlined in Section 4.5 of the Purchase Agreement.

Postle will operate as an independent, wholly-owned subsidiary of the Company following the closing of the transactions contemplated by the Purchase Agreement and Postle’s senior management team has agreed to continue employment with Postle after the sale.

Certain of the Company’s operating subsidiaries have been long-term customers of Postle and/or the Seller; otherwise, there are no other material relationships between the Company or its affiliates and the Seller.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2015.

On May 1, 2015, the Company issued a press release announcing its acquisition of Postle. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Copy of press release, dated May 1, 2015, issued by the Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Thor Industries, Inc.
Date:  May 1, 2015	By:	/s/ W. Todd Woelfer
	Name:	W. Todd Woelfer
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Thor Announces Acquisition Of Postle Aluminum Co.

ELKHART, Ind., May 1, 2015 /PRNewswire/ -- Thor Industries, Inc. (NYSE:THO) today announced it has acquired Elkhart, Indiana-based Postle Operating, LLC, d/b/a Postle Aluminum Co., ("Postle"), effective today, May 1, 2015. The total purchase price, paid in cash, is approximately $144 million, subject to post-closing adjustments.

"We are pleased to welcome Postle to the Thor family. As a key supplier to our industry, Postle has built a longstanding reputation for quality and service in aluminum extrusions and specialized components that set the standard for the industry," said Bob Martin, Thor President and Chief Executive Officer. "We expect that Postle will continue to operate independently like our other subsidiaries, which is made possible because of our decentralized structure. This structure will enable Postle to continue serving their valued recreational vehicle and other customers with quality extrusions as they have done so well for the past 40 years."

Founded in 1974, Postle has been producing extruded aluminum and specialized components for the recreational vehicle (RV) and other industries, with a commitment to each customer in providing the highest quality products and exceptional service. Postle's offerings include a broad range of aluminum extrusions, powder coating and painting services, as well as specialized component fabrication. Postle generated sales of approximately $220 million in calendar year 2014 from four divisions located in northern Indiana and southwestern lower Michigan. The newly acquired business will be operated as a single, separate subsidiary of Thor Industries, Inc. and the existing management team and employees will remain with the business.

"We are pleased to be acquired by Thor, a company that shares our vision for excellence," said Kevin Robinson, Postle President and CEO. "As a Thor subsidiary, we will have the autonomy to continue operating our business and serving our broad customer base as we have in the past, but we will also have a strong financial partner to support our long-term growth objectives. As a result, we expect to strengthen our relationships within the RV and other industries we serve by continuing to provide the high-quality extruded aluminum products, with just in time delivery, that our customers have come to expect."

About Thor Industries, Inc.

Thor is the sole owner of operating subsidiaries that, combined, represent one of the world's largest manufacturers of recreational vehicles.

This release includes certain statements that are "forward looking" statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are made based on management's current expectations and beliefs regarding future and anticipated developments and their effects upon Thor Industries, Inc., and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the potential loss of existing customers of acquisitions, the integration of new acquisitions, the impact of the divestiture of the Company's bus business, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the potential impact of the strengthening of the U.S. dollar on international demand, general economic, market and political conditions and the other risks and uncertainties discussed more fully in ITEM 1A of our Annual Report on Form 10-K for the year ended July 31, 2014 and Part II, Item 1A of our quarterly report on Form 10-Q for the period ended January 31, 2015. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this release or to reflect any change in our expectations after the date of this release or any change in events, conditions or circumstances on which any statement is based, except as required by law.

CONTACT: Jeffery A. Tryka, CFA, Director of Corporate Development and Investor Relations, (574) 970-7912, jtryka@thorindustries.com