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): January 5, 2021
ALTA EQUIPMENT GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-38864 | 83-2583782 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
13211 Merriman Road
Livonia, Michigan 48150
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (248) 449-6700
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) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
Common stock, $0.0001 par value per share | | ALTG | | The New York Stock Exchange |
Warrants, each exercisable for one share of common stock | | ALTG WS | | The New York Stock Exchange |
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | | ALTG PRA | | The 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 8.01. Other Events.
On December 31, 2020, Alta Equipment Group Inc. (“Alta” or the “Company”) closed its acquisition of the construction dealership assets of Vantage Equipment, LLC (“Vantage”), a privately held equipment dealer operating three branches across New York State in Batavia, Syracuse and Albany. The purchase price consisted of $28.9 million in cash consideration paid at closing. Included in the purchase price is approximately $2.7 million of floorplan eligible new equipment inventories, yielding an enterprise value at close of approximately $26.2 million. The consideration paid at closing is subject to certain post-closing adjustments and reflects a goodwill premium of $1.5 million above tangible assets acquired. Vantage’s construction dealerships generated approximately $41.0 million in revenue and had adjusted EBITDA of approximately $4.7 million in the trailing twelve months through September 30, 2020.
The information in this Item 8.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 8.01.
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SIGNATURE
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.
| ALTA EQUIPMENT GROUP INC. |
| | |
Dated: January 5, 2021 | By: | /s/ Ryan Greenawalt |
| | Name: Ryan Greenawalt |
| | Title: Chief Executive Officer |
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