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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
May 6, 2022
Date of Report (Date of earliest event reported)
AZZ Inc.
(Exact name of Registrant as specified in its charter)
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| Texas | | 1-12777 | | 75-0948250 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
One Museum Place, Suite 500
3100 West 7th Street
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817) 810-0095
(Registrant’s telephone number, including area code)
Not applicable
(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:
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| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock | | AZZ | | New York Stock Exchange |
Indicate by check mark whether the Registrant is an emerging growth company 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2022, AZZ Inc., a Texas corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and between the Company and Sequa Corporation, a Delaware corporation (the “Seller”), pursuant to which the Company will acquire all of the Seller’s right, title and interest in and to the membership interests of Sequa Mezzanine Holdings L.L.C., a Delaware limited liability company. On May 6, 2022, the Company and the Seller entered into the First Amendment to Securities Purchase Agreement (the “First Amendment”), which amends the Securities Purchase Agreement by, among other matters, (i) extending the earliest date of Closing (as defined in the Securities Purchase Agreement) from May 6, 2022 to May 13, 2022 and (ii) modifying the termination provision of the Securities Purchase Agreement by reducing the period in which the Company may cure its failure to consummate the transactions contemplated by the Securities Purchase Agreement from five Business Days (as defined in the Securities Purchase Agreement) to two Business Days in the event that the Seller is otherwise ready, willing and able to consummate the transactions contemplated by the Securities Purchase Agreement and has provided notice to that effect to the Company.
In connection with the First Amendment, the Company entered into Amendment No. 1 to Second Amended and Restated Commitment Letter (the “DCL Amendment”) with the Commitment Parties (as defined in the DCL Amendment) to (i) extend the earliest Closing Date (as defined in the DCL Amendment) from May 6, 2022 to May 13, 2022 and (ii) eliminate the requirement that the Company provide certain financial statements of the Acquired Business (as defined in the DCL Amendment) to the Lead Arrangers (as defined in the DCL Amendment) if the Closing Date occurs on or prior to May 31, 2022.
The foregoing description of the First Amendment and the DCL Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amendment and DCL Amendment, a copy of which are filed as Exhibit 2.1 and 10.1 to this Current Report on Form 8-K and are incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit | Description |
| 2.1 | |
| 10.1 | |
104 | Cover Page Interactive Date File (embedded with the Inline XBRL document). |
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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| AZZ Inc. |
| Date: May 9, 2022 |
By: /s/ Tara D. Mackey |
| Tara D. Mackey
Chief Legal Officer and Secretary |
Execution Version
Exhibit 2.1
FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT
This First Amendment to Securities Purchase Agreement, dated as of May 6, 2022 (this “Amendment”), to the Securities Purchase Agreement, dated as of March 7, 2022 (the “Original Agreement”), by and between Sequa Corporation, a corporation organized under the Laws of the State of Delaware (“Seller”), and AZZ Inc., a corporation organized under the Laws of Texas (“Buyer”), is made and entered into by and between Seller and Buyer. Unless otherwise defined herein, all capitalized terms shall have the meanings assigned to such terms in the Original Agreement.
WHEREAS, Seller and Buyer entered into the Original Agreement;
WHEREAS, Section 11.02 of the Original Agreement provides that the terms of the Original Agreement may be amended by written agreement signed by both Seller and Buyer; and
WHEREAS, the Parties desire to amend certain terms of the Original Agreement, in accordance with the terms thereof and as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual promises, covenants and undertakings contained herein, subject to and on the terms and conditions herein set forth, and intending to be bound hereby, the Parties agree as follows:
Section 1.Amendment to Section 2.04(a). The first sentence of Section 2.04(a) of the Original Agreement is hereby amended and restated by deleting such sentence and replacing it in its entirety as follows:
“Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Mezzanine Interests (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts), at 9:00 a.m. (Eastern Time) (i) on the later of (x) the third (3rd) Business Day after all the conditions precedent set forth in Article VIII shall have been satisfied or waived (other than those conditions that, by their nature, are to be satisfied at the Closing (provided such conditions would be so satisfied)) and (y) May 13, 2022 or (ii) on such other date as Seller and Buyer may mutually agree in writing.”
Section 2.Amendment to Section 10.01(d)(ii). Section 10.01(d)(ii) of the Original Agreement is hereby amended and restated by deleting such Section 10.01(d)(ii) and replacing it in its entirety as follows:
“(ii) (A) all of the conditions set forth in Section 8.01 and Section 8.02 have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) as of the date
the Closing should have occurred pursuant to Section 2.04(a), (B) Seller has irrevocably confirmed in writing to Buyer that Seller is ready, willing and able to consummate the transactions contemplated by this Agreement subject to only those conditions set forth in Section 8.01 or Section 8.02 that by their nature are to be satisfied at the Closing but which would be capable of being satisfied if the Closing Date were the date that the notice of such termination is delivered to Buyer and (C) Buyer has failed to consummate the transactions contemplated by this Agreement within two (2) Business Days following the date the Closing should have occurred pursuant to Section 2.04(a), so long as all of the conditions set forth in Section 8.01 and Section 8.02 remain satisfied during such two (2) Business Day period (other than those conditions that by their nature are to be satisfied at the Closing);”
Section 3.Amendment to Section 5.01(a)(y)(vi). The proviso to Section 5.01(a)(y)(vi) of the Original Agreement is hereby amended and restated by deleting such proviso and replacing it in its entirety as follows:
“provided that nothing in this Section 5.01(a)(vi) shall restrict the transfer of employment to a Precoat Subsidiary prior to Closing of (1) any Precoat Business Employee set forth on Schedule 1.01(c)(ii) or (2) any employee that was included in the most recent Employee List provided by Seller to Buyer on May 4, 2022 or hired by the Precoat Business in the ordinary course following such delivery of the most recent Employee List;”
Section 4.Debt Financing Sources Consent. Each of Seller and Buyer acknowledge and agree that: (i) so long as the Closing Date occurs on or prior to May 31, 2022, Seller has provided Buyer with the Required Information, (ii) the Marketing Period has ended prior to the date of this Amendment, (iii) there is no further requirement to provide any subsequent Marketing Period and (iv) so long as the Closing Date occurs on or prior to May 31, 2022, there is no further requirement to provide, and Buyer hereby waives any obligation or condition of Seller to provide or to cause to be provided, any additional information that may constitute Required Information or any information described in Section 5.17(d)(viii) of the Original Agreement. In connection with the execution and delivery of this Amendment, Buyer has delivered to Seller a consent to this Amendment and an acknowledgment by the Debt Financing Sources of the satisfaction of the conditions set forth in paragraphs 5 and 8 of Exhibit C to the Debt Commitment Letter as of the date of this Amendment with no further obligations to deliver financial statements or other information under such paragraphs of the Debt Commitment Letter as a condition to the funding of the Facilities (as defined in the Debt Commitment Letter) in accordance with the Debt Commitment Letter, so long as the Closing Date occurs on or prior to May 31, 2022. For the avoidance of doubt, if Closing occurs on any date following May 31, 2022, the waivers and consents in this Section 4 shall become void and have no force or effect.
Section 5.Preliminary Closing Statement. Buyer and Seller agree that the Preliminary Closing Statement provided by Seller prior to the date hereof shall be disregarded for all purposes under
the Agreement and that Seller shall deliver the written statement contemplated by Section 2.05(a) of the Agreement on or prior to May 6, 2022 which shall constitute the Preliminary Closing Statement for all purposes under Agreement (for the avoidance of doubt, subject to the Buyer’s rights to review, comment and access set forth in Section 2.05(a) of the Agreement).
Section 6.Agreement Affirmed. Except as expressly modified and superseded by this Amendment, all terms and provision of the Original Agreement shall remain unchanged and in full force and effect without modification, and nothing herein shall operate as a waiver of any Party’s rights, powers or privileges under the Original Agreement. On and after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import, and each reference to the “Agreement” or the “Original Agreement”, including by “thereunder,” “thereof,” or words of like import in any document shall mean and be a reference to the Original Agreement, as amended and modified by this Amendment.
Section 7.Miscellaneous. Sections 11.1 through 11.14 and Section 11.17 of the Original Agreement shall apply to this Amendment, mutatis mutandis.
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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first above written.
SEQUA CORPORATION
By: /s/ Steven R. Lowson
Name: Steven R. Lowson
Title: Executive Vice President, General Counsel and Secretary
Signature Page to First Amendment to Securities Purchase Agreement
AZZ INC.
By: /s/ Thomas E. Ferguson
Name: Thomas E. Ferguson
Title: President and Chief Executive Officer
Signature Page to First Amendment to Securities Purchase Agreement
EXECUTION VERSION
Exhibit 10.1
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CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 | WELLS FARGO SECURITIES, LLC Duke Energy Center 550 South Tryon Street, 7th Floor Charlotte, NC 28202 | BANK OF AMERICA, N.A. One Bryant Park New York, NY 10036 |
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BARCLAYS 745 Seventh Avenue New York, NY 10019 | BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
345 Park Avenue New York, NY 20154 | U.S. BANK NATIONAL ASSOCIATION, INC. 214 N Tryon Street, 26th Floor Charlotte, NC 28202 |
| CIBC BANK USA CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH CIBC WORLD MARKETS CORP. 300 Madison Avenue New York, New York 10017 | |
AZZ Inc.
One Museum Place, Suite 500
Fort Worth, TX 76107
Attention: Philip Schlom
Project Pegasus
$1,525.0 million Senior Secured Term Facility
$400.0 million Senior Secured Revolving Facility
Amendment No. 1 to Second Amended and Restated Commitment Letter
Ladies and Gentlemen:
Reference is hereby made to that certain Second Amended and Restated Commitment Letter, dated as of April 26, 2022 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the "Commitment Letter"; terms not otherwise defined herein shall have the meaning set forth in the Commitment Letter) addressed to AZZ Inc. Capitalized terms used but not defined in this amendment (this “Amendment”) shall have the meanings set forth in the Commitment Letter.
The parties hereto wish to amend the Commitment Letter as follows:
1.The Commitment Parties hereby acknowledge the First Amendment to the Securities Purchase Agreement, dated as of May 6, 2022, and confirm that such amendments contained therein is not materially adverse to the interests of the Lead Arrangers or the Lenders.
2.Paragraph 5 of Exhibit C to the Debt Commitment Letter is hereby amended by adding the following text immediately following clause (b) thereof: “(provided, that, in no event shall the financial statements of the Acquired Business with respect to the fiscal quarter of the Acquired Business ending March 31, 2022 be required to be delivered if the Closing Date occurs on or prior to May 31, 2022)”. The Commitment Parties hereby confirm that the condition set forth in Paragraph 5 has been met if the Closing Date occurs on or prior to May 31, 2022.
3.The Commitment Parties hereby confirm that the requirement to use commercially reasonable efforts to provide a Marketing Period pursuant to Paragraph 8 of Exhibit C to the Debt Commitment Letter has been satisfied and that no further Marketing Period will be required.
4.Paragraph 9 of Exhibit C to the Debt Commitment Letter is hereby amended and restated in its entirety to read as follows: “The Closing Date shall not occur prior to May 13, 2022.”
Except as otherwise expressly provided herein, the Commitment Letter is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the date hereof all references in the Commitment Letter to “this letter”, “hereto”, “hereof”, “hereunder” or words of like import referring to the Commitment Letter in the Commitment Letter, engagement letter and fee letters delivered in connection therewith shall mean the Commitment Letter as amended and modified by this Amendment. This Amendment shall be effective only in the specific instances and for the specific purposes set forth herein and does not allow for any other or further departure from the terms and conditions of the Commitment Letter which terms and conditions shall remain in full force and effect.
This Amendment, and any claim, controversy or dispute arising under or related to this Amendment, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. Each of the parties hereto irrevocably and unconditionally consents to the exclusive jurisdiction and venue of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Amendment. If this Amendment becomes the subject of a dispute, to the maximum extent permitted by applicable law, each of the parties hereto hereby irrevocably waives trial by jury. This Amendment sets forth the entire agreement between the parties with respect to the matters addressed herein, supersedes all prior communications, written or oral, with respect hereto, and may not be amended, supplemented, or modified except in a writing signed by the parties hereto. This Amendment shall be binding upon the parties and their respective successors and assigns.
This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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Please confirm that the foregoing is in accordance with your understanding by signing and returning to us the enclosed copy of this Amendment, which shall become a binding agreement upon our receipt.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Matthew Burke
Name: Matthew Burke
Title: Managing Director
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATE COMMITMENT LETTER]
WELLS FARGO SECURITIES, LLC
By: /s/ Owen J. Toolson
Name: Owen J. Toolson
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Allison W. Connally
Name: Allison W. Connally
Title: Senior Vice President
BARCLAYS BANK PLC
By: /s/ Brad Aston
Name: Brad Aston
Title: Managing Director
BLACKSTONE HOLDINGS FINANCE CO. L.L.C.
By: /s/ Eric Liaw
Name: Eric Liaw
Title: Senior Managing Director
U.S. BANK NATIONAL ASSOCIATION, INC.
By: /s/ Blake Nilhas
Name: Blake Nilhas
Title: Senior Vice President
CIBC BANK USA
By: /s/ Debbie Sowards
Name: Debbie Sowards
Title: Managing Director
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
By: /s/ Marc Mainelli
Name: Marc Mainelli
Title: Authorized Signatory
By: /s/ James Field
Name: James Field
Title: Authorized Signatory
CIBC WORLD MARKETS CORP.
By: /s/ Marc Mainelli
Name: Marc Mainelli
Title: Managing Director
ACCEPTED AND AGREED TO
AS OF THE DATE FIRST ABOVE WRITTEN:
AZZ INC.
By: /s/ Philip Schlom
Name: Philip Schlom
Title: Senior Vice President, Chief Financial Officer
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATE COMMITMENT LETTER]