REV Group Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the closing of the previously announced registered underwritten public offering (the “Offering”) by certain Selling Shareholders (as defined below), each of Paul Bamatter, Dino Cusumano, Joel Rotroff and Randall Swift tendered his resignation from the Board of Directors of REV Group, Inc. (the “Company”), effective as of March 15, 2024. These resignations were not the result of any disagreement with the Company.
Under the Amended and Restated Shareholders Agreement, dated as of February 1, 2017 (as amended), American Industrial Partners Capital Fund IV, LP, American Industrial Partners Capital Fund IV (Parallel), LP and AIP/CHC Holdings, LLC and affiliates of the foregoing (collectively, the “AIP Parties”) no longer had the right to nominate any directors to the board of directors of the Company when the AIP Parties no longer beneficially owned in the aggregate at least 15% of the outstanding Company shares, which occurred upon the closing of the Offering.
Mr. Bamatter served as Chairman of the Board of Directors, on the Compensation Committee and on the Nominating and Corporate Governance Committee as its chairman; Mr. Cusumano served on the Compensation Committee as its chairman; and Mr. Rotroff served on the Nominating and Corporate Governance Committee.
Item 8.01 Other Events
On March 15, 2024, the Company closed the Offering by certain Selling Shareholders (as defined below) of the Company of 7,395,191 shares of the Company’s common stock, at a public offering price of $18.00 per share, pursuant to an underwriting agreement, dated March 13, 2024, by and among the Company, the Selling Shareholders named in Schedule I thereto (the “Selling Shareholders”) and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”) (the “Underwriting Agreement”).
A copy of the Underwriting Agreement is filed with this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement dated March 13, 2024 by and among the Company, the Selling Shareholders named therein, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC | |
| 104* | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REV Group, Inc. | ||
| Date: March 15, 2024 | By: | /s/ Mark Skonieczny |
| Name: Mark A. Skonieczny | ||
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Title: President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive and Financial Officer) |
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