UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On December 18, 2020, (the “Closing Date”), a wholly owned subsidiary of THOR Industries, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders of Tiffin Motorhomes, Inc., Vanleigh RV, Inc., Water-Way, Inc., Wynne Enterprises, Inc., Tiffin Door Co., Inc., Roma Enterprises, Inc., Drive-A-Way of Red Bay, Inc., TVL Real Estate, LLC (the “Sellers”), and Robert A. Tiffin, Jr. solely in the capacity as the Seller Representative, solely for the limited purposes expressly set forth in the Purchase Agreement, pursuant to which the Company acquired all of the issued and outstanding shares of capital stock of Tiffin. Tiffin is engaged in the business of manufacturing towable and motorized recreational vehicles.
Under the Purchase Agreement, the Closing was deemed effective as of 11:59 p.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 $300,000,000, subject to adjustment as set forth in the Purchase Agreement.
Tiffin will operate as an independent, wholly owned subsidiary of the Company following the closing of the transactions contemplated by the Purchase Agreement and Tiffin’s senior management team has agreed to continue employment with Tiffin after the sale.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference herein, and a copy of the Purchase Agreement is attached hereto as Exhibit 99.3.
On December 21, 2020, the Company issued a press release announcing its acquisition of Tiffin. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In addition, the Company provided a slide presentation describing the transaction. A copy of the slide presentation is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits |
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99.1 |
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Copy of press release dated December 21, 2020 issued by the Company |
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99.2 |
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Copy of slide presentation dated December 21, 2020 posted by the Company to its website |
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99.3 |
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104 |
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Cover Page Interactive Date File (embedded within the Inline XBRL document). |
*Certain schedules and exhibits referenced in the Stock Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.
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.
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Thor Industries, Inc. |
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Date: |
December 22, 2020 |
By: |
/s/ W. Todd Woelfer |
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Name: |
W. Todd Woelfer |
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Title: |
Senior Vice President, |
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General Counsel and Secretary |
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