CECO Environmental Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2025, CECO Environmental Corp. (the "Company") through its subsidiary Met-Pro Technologies LLC executed a membership interest purchase agreement (the "Agreement") with May River Capital through its special purpose entity Tusk Industrial OpCo Acquisition LLC (the "Purchaser") and simultaneously closed the sale of its Fluid Handling business, also known as its Global Pump Solutions business. The Global Pump Solutions business consists of three niche leadership severe service industrial metallic, fiberglass and thermoplastic centrifugal pump brands - Dean, Fybroc and Sethco. The business primarily operates from locations in Indianapolis, Indiana and Telford, Pennsylvania, and is comprised of certain assets including intellectual property, inventory, and property and equipment. Under the terms of the Agreement, the Purchaser acquired the Purchased Assets, Assumed Liabilities, issued and outstanding Equity Securities, and Assigned IP (each term as defined in the Agreement) for a purchase price of $109.5 million, subject to purchase price adjustments. The Company retained historical asbestos liabilities and the related legacy insurance policies. On March 31, 2025, the Company received cash proceeds of approximately $106 million, inclusive of the purchase price and purchase price adjustments, with an additional amount of approximately $3 million placed in escrow for the potential satisfaction of purchase price adjustments.
The Agreement contains customary representations, warranties and covenants of each of the parties to the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Item 8.01 Other Events.
On April 1, 2025, the Company issued a press release providing information about the divesture. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1† |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
† Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish on a supplemental basis a copy of any omitted schedule or exhibit upon request by the Securities and Exchange Commission.
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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CECO Environmental Corp. |
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Date: |
April 4, 2025 |
By: |
/s/ Kiril Kovachev |
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Kiril Kovachev |