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): November 20, 2019
ALBANY INTERNATIONAL CORP.
|
| (Exact name of registrant as specified in its charter) |
Delaware
| 1-10026
| 14-0462060
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) |
| 216 Airport Drive Rochester, New Hampshire | 03867
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 603-330-5850
None
|
| (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:
☐
| 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:
Title of each class
| | Trading Symbol(s)
| | Name of each exchange on which registered
|
Class A Common Stock, $0.001 par value per share
| | AIN
| | The New York Stock Exchange (NYSE)
|
Class B Common Stock, $0.001 par value per share
| | AIN
| | The New York Stock Exchange (NYSE)
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
| ☐ | 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.
Albany International Corp. (NYSE:AIN) announced on November 20, 2019 that it has acquired CirComp GmbH, a privately-held developer and manufacturer of high-performance composite components located in Kaiserslautern, Germany. CirComp specializes in designing and manufacturing customized engineered composite components for aerospace and other demanding industrial applications.
Total consideration for the acquisition was approximately €39 million, equal to slightly over 7 times projected 2019 EBITDA.
The total consideration of €39 million includes €5 million of deferred payments that will become due upon the completion of certain post-closing performance obligations and paid annually, in equal installments, over the next 5 years.
Albany funded the acquisition using a combination of cash on hand and funds drawn on its revolving credit facility.
A copy of the Company’s press release, dated November 20, 2019, which sets forth other information is attached as Exhibit 99.1.
Item 9.01 Exhibits
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.
| | | | ALBANY INTERNATIONAL CORP. | |
| | | | | |
| | | | | |
| | | | By: | /s/Stephen M. Nolan | |
| | | | | | |
| | | | Name: Stephen M. Nolan | |
| | | | Title: Chief Financial Officer and Treasurer |
| | | | (Principal Financial Officer) |
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| Date: | November 21, 2019 | | | | |
