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 18, 2021
AAON, INC.
(Exact name of Registrant as Specified in Charter) | | | | | | | | | | | | | | |
| Nevada | 0-18953 | 87-0448736 |
| (State or Other Jurisdiction | (Commission File Number: ) | (IRS Employer Identification No.) |
| of Incorporation) | | |
| | | | |
| 2425 South Yukon Ave., | Tulsa, | Oklahoma | | 74107 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(Registrant's telephone number, including area code): (918) 583-2266
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:
☐ 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))
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. ☐
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 | AAON | NASDAQ |
Item 1.01 Entry into a Material Definitive Agreement.
BasX Acquisition
On November 18, 2021, AAON, Inc. (the “Company”) entered into a membership interest purchase agreement (the “Purchase Agreement”) with D-velopment, LLC, JVK Holdings, LLC, Randa K. Brooks, Matthew J. Tobolski in his capacity as trustee of the Tobolski Family Trust, Dave Benson, John N. Kucera and Matt Tobolski (collectively, the “Seller Parties”), pursuant to which the Company agreed to purchase (the “BasX Acquisition”), all of the issued and outstanding equity ownership interests of BasX, LLC, an Oregon limited liability company doing business as BasX Solutions (“BasX”), for a purchase price of (i) $100 million payable in cash at the closing of the transaction (subject to customary closing purchase price adjustments), and (ii) up to $80 million in the aggregate of contingent consideration payable in shares of the Company’s common stock, par value $0.004 per share (the “Shares”), with the number of Shares calculated based on the five-day volume-weighted average closing price of the Company’s common stock immediately prior to the signing date of the transaction. The potential future issuance of the Shares is contingent upon BasX meeting certain post-closing earn-out milestones during each of 2021, 2022 and 2023. Under the Purchase Agreement, the Company agreed to enter into a real estate purchase agreement with BasX Properties, LLC, an affiliate of BasX, to acquire the principal real property and improvements utilized by BasX for an additional $22 million (the “Real Estate Acquisition”), subject to customary closing conditions and adjustments. The Company expects to fund the cash portion of the purchase price and related transaction costs, with respect to each of the BasX Acquisition and the Real Estate Acquisition, from cash on hand and borrowings under its senior credit facility.
The Purchase Agreement contains customary representations and warranties, covenants, termination rights and indemnification provisions for a transaction of this size and nature, and also provides the parties with specified rights and obligations and allocates risk among them in a customary manner. The Company anticipates the BasX Acquisition to close prior to December 31, 2021, subject to customary closing conditions, and anticipates the Real Estate Acquisition to close prior to March 31, 2022. There can be no assurance that all of the conditions to closing the BasX Acquisition and the Real Estate Acquisition will be satisfied. Pursuant to the Purchase Agreement, in the event the BasX Acquisition does not close for any reason, the Company will not close the Real Estate Acquisition. The foregoing is a brief description of the Purchase Agreement and does not purport to be a complete description or comprehensive summary.
The Purchase Agreement contains representations, warranties, covenants and other provisions that were made only for purposes of the Purchase Agreement and as of specific dates and were solely for the benefit of the parties thereto. The Purchase Agreement is a contractual document that establishes and governs the legal relations among the parties and is not intended to be a source of factual, business or operational information about the Company, BasX or Seller Parties or the membership interests (and related assets) to be acquired from the Seller Parties. The representations and warranties made by the Company and Seller Parties in the Purchase Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 is incorporated into this Item 3.02 by reference. The Company intends to issue the Shares, when and to the extent earned, in reliance on the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof and rules and regulations promulgated thereunder. The Company will rely upon representations, warranties, certifications and agreements of the Seller Parties and certain others in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act and rules and regulations promulgated thereunder.
Item 7.01 Regulation FD Disclosure.
On November 18, 2021, the Company issued a press release and posted to its website a corporate presentation (the “BasX Presentation”). The press release and BasX Presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated into this Item 7.01 by reference. The BasX Presentation is available on the Company’s website, www.aaon.com.
All statements in the press release and BasX Presentation, other than historical financial information, may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, ���seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Investors and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update publicly any forward-looking statements contained in the BasX Presentation, whether as a result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include, but are not necessarily limited to (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K and the exhibits attached hereto are deemed to be “furnished” and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | | | | | | | | | | | | | | |
| Exhibit Number | | Description |
| | | | |
| | Press release dated November 18, 2021 announcing BasX acquisition. |
| | | | |
| | BasX Presentation dated November 18, 2021 |
| | | | |
| 104 | | Cover Page Interactive Data File (embedded within 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.
| | | | | | | | | | | |
| | AAON, INC. |
| | | |
| Date: | November 18, 2021 | By: | /s/ Luke A. Bomer |
| | | Luke A. Bomer, Secretary |
