Subsequent Events

3 Months Ended

Jan. 31, 2020



19	Subsequent Events

Acquisition of Venture Products, Inc. ("Venture Products")

On January 20, 2020, the company entered into an Agreement and Plan of Merger to acquire Venture Products, Inc., a privately held Ohio corporation and the manufacturer of Ventrac-branded products, and an agreement to purchase the real property used by Venture Products ("Purchase Agreement"), for a total purchase price of $167.5 million in cash, subject to certain customary adjustments. On March 2, 2020 ("Venture Products closing date"), pursuant to the Agreement and Plan of Merger and the Purchase Agreement, the company completed its acquisition of Venture Products. Venture Products designs, manufactures, and markets articulating turf, landscape, and snow and ice management equipment for grounds, landscape contractor, golf, municipal, and rural acreage customers and provides innovative product offerings that broaden and strengthen the company's Professional segment and expands its dealer network.

The Agreement and Plan of Merger was structured as a merger, pursuant to which a wholly-owned subsidiary of the company merged with and into Venture Products, with Venture Products continuing as the surviving entity and a wholly-owned subsidiary of the company. As a result of the merger, all of the outstanding equity securities of Venture Products were canceled and now only represent the right to receive the applicable consideration as described in the Agreement and Plan of Merger. The separate Purchase Agreement as part of the Venture Products acquisition was with an affiliate of Venture Products and was for the real estate used by Venture Products. The aggregate preliminary consideration was $163.4 million and remains subject to certain customary adjustments based on, among other things, the amount of actual cash, debt, and working capital in the business of Venture Products at the Venture Products closing date. Such customary adjustments are expected to be completed during fiscal 2020. The company funded the acquisition with borrowings under its existing unsecured senior revolving credit facility. Due to the limited time since the Venture Products closing date, at this time it is impracticable for the company to make the additional disclosures required under the accounting standards codification guidance for business combinations as the company is still gathering information necessary to provide such disclosures.

The company has evaluated all additional subsequent events and concluded that no other subsequent events have occurred that would require recognition in the Condensed Consolidated Financial Statements or disclosure in the Notes to the Condensed Consolidated Financial Statements.