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| MTW > SEC Filings for MTW > Form 8-K on 5-Oct-2012 | All Recent SEC Filings |
5-Oct-2012
Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig
On October 4, 2012, The Manitowoc Company, Inc. (the "Company") and certain of its subsidiaries (the "Guarantors") entered into an Underwriting Agreement with J.P. Morgan Securities LLC as representative of the several underwriters listed therein (the "Underwriters"), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth therein, $300,000,000 aggregate principal amount of the Company's 5.875% Senior Notes due 2022 to be guaranteed by the Guarantors (the "Notes"), in a public offering (the "Offering"). The Offering is expected to close on October 19, 2012.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Guarantors, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
In the ordinary course of their respective businesses, the Underwriters or their affiliates have performed and may in the future perform certain commercial banking, investment banking and advisory services for the Company from time to time for which they have received and may receive in the future customary fees and expenses.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-170573) that the Company filed with the Securities and Exchange Commission (the "SEC") relating to the Offering. The Company is filing certain exhibits as part of this Current Report on Form 8-K in connection with its filing with the SEC of a final prospectus supplement, dated October 4, 2012, and prospectus, dated November 11, 2010, relating to the Offering. See "Item 9.01. Financial Statements and Exhibits."
On October 4, 2012, the Company issued a press release announcing that it had priced the Offering. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The following exhibits are filed herewith:
(1.1) Underwriting Agreement, dated October 4, 2012, among The Manitowoc Company, Inc., the guarantors named therein and the underwriters named therein.
(5.1) Opinion of Foley & Lardner LLP, dated October 4, 2012.
(23.1) Consent of Foley & Lardner LLP (contained in Exhibit (5.1) hereto).
(99.1) Press Release of The Manitowoc Company, Inc., dated October 4, 2012.
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