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Kewaunee Scientific Corporation Acquires Nu Aire, Inc. for $55M - Financial Report Insights

$KEQU
Form 8-K/A
Filed on: 2025-01-16
Source
Kewaunee Scientific Corporation Acquires Nu Aire, Inc. for $55M - Financial Report Insights

Here are the key points extracted from the financial report section regarding Kewaunee Scientific Corporation's acquisition of Nu Aire, Inc.:

  1. Acquisition Details:
  • Date of Closing: November 1, 2024.
  • Acquired Company: Nu Aire, Inc. (Minnesota corporation).
  • Purchase Price: $55,000,000 for all outstanding capital stock of Nu Aire, subject to adjustments for debt, cash, transaction expenses, and net working capital.
  1. Financial Arrangements:
  • Kewaunee entered into a Loan Agreement with PNC Bank, which includes:
    • A $20,000,000 committed senior secured revolving line of credit with an option to increase by $10,000,000 upon request and approval.
    • A $15,000,000 term loan.
  • Kewaunee also issued subordinated seller notes totaling $23,000,000, accruing interest at 8% per annum, maturing on the third anniversary of the closing date.
  1. Reporting Compliance:
  • Kewaunee filed an initial Current Report on Form 8-K to report the acquisition and financing, with plans to file the necessary audited financial statements and pro forma financial information within 71 days.
  • This report is an amendment (Form 8-K/A) to include the required historical audited financial statements and pro forma financial information of Nu Aire.
  1. Pro Forma Financial Information:
  • The pro forma financials are for illustrative purposes and involve various adjustments, assumptions, and estimates.
  • They may not accurately reflect the future financial position or results of the combined companies, as actual outcomes could differ due to risks and uncertainties related to both Kewaunee and Nu Aire's business operations and market conditions.
  1. Contact Information:
  • Kewaunee Scientific Corporation is based at 2700 West Front Street, Statesville, NC 28677.
  1. Ticker Symbol: KEQU, traded on NASDAQ.

Overall, Kewaunee Scientific Corporation is expanding its operations through the acquisition of Nu Aire, supported by financing arrangements that include both bank loans and seller notes. The report emphasizes the importance of understanding potential risks and the illustrative nature of the pro forma financials.