Transcat Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets
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| Item 1.01 | Entry into a Material Definitive Agreement. |
To the extent required by Item 1.01 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 5, 2025, Transcat, Inc. (the “Company”) acquired all the membership units of Essco Calibration Laboratory, LLC (“Essco”), a privately held Delaware limited liability company, pursuant to a Membership Unit Purchase Agreement (the “Purchase Agreement”), by and among the Company, Essco Holdings Inc., and Michael Walsh, individually and as Trustee of the Michael Walsh Revocable Trust of 2020. Essco is an ISO-17025 accredited calibration laboratory located in the Boston metro area, with a customer base extending throughout the U.S., and is the New England market leader in calibration services. Prior to this transaction, there were no material relationships between Essco and the Company or their respective affiliates, or any director or officer of the Company, or any associate of any such director or officer.
Pursuant to the Purchase Agreement, the Company acquired all the membership units of Essco for $84.0 million in cash subject to customary holdback and adjustment provisions set forth in the Purchase Agreement. The Purchase Agreement contains various representations, warranties, covenants and indemnification of the parties that are customary for a transaction of this nature.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.
| Item 7.01 | Regulation FD Disclosure. |
On August 5, 2025, the Company issued a press release announcing this transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated August 5, 2025 | |
| 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.
| TRANSCAT, INC. | |||
| Dated: August 5, 2025 | By: | /s/ Thomas L. Barbato | |
| Thomas L. Barbato | |||
| Senior Vice President of Finance and Chief Financial Officer |