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TOWR > SEC Filings for TOWR > Form 8-K on 2-Jan-2013All Recent SEC Filings

Show all filings for TOWER INTERNATIONAL, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TOWER INTERNATIONAL, INC.


2-Jan-2013

Completion of Acquisition or Disposition of Assets, Financial Statement


Item 2.01. Completion of Acquisition or Disposition of Assets

On December 28, 2012, our subsidiaries Tower Automotive Holdings Asia B.V. and Tower Automotive International Holdings B.V. (together, "Sellers"), entered into a Stock Purchase Agreement ("Agreement") with SJ Holdings, Inc., a subsidiary of SECO ("Buyer") and consummated the divestiture of our Korean subsidiary Seojin Industrial Company Ltd. ("Seojin"). Pursuant to the Agreement, Buyer acquired all of the outstanding capital stock of Seojin for a purchase price of fifty billion Korean Won, or an estimated $47 million, 50% of which was paid on December 28, 2012, 40% (plus interest) will be paid on or before January 31, 2013 (the "Second Tranche Payment"), and 10% (plus interest) will be held in escrow and released to Sellers in December 2013 unless Sellers fail to satisfy indemnification obligations. Tower International, Inc. has guaranteed Sellers' tax indemnification obligations under the Agreement. Payment of the Second Tranche is secured by a pledge of all of the purchased shares of capital stock of Seojin. For a period of up to one year, Sellers will continue to provide certain transition services to Seojin and will be reimbursed at cost. For a period of five years, Sellers are subject to certain restrictive covenants, including a non-competition covenant.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Agreement which is included as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

For reporting purposes, the results of operations of the Company's South Korean operations will be included as income from discontinued operations in the Company's 2012 results.

Pro forma financial information with respect to this sale is provided in Item 9.01 of this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Unaudited Pro Forma Condensed Consolidated Financial Information required by Article II of Regulation S-X is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

(d) Exhibits

2.1 Stock Purchase Agreement, dated December 28, 2012, between Tower Automotive Holdings Asia B.V. and Tower Automotive International Holdings B.V., and SJ Holdings, Inc.

99.1 Unaudited Pro Forma Condensed Consolidated Financial Information

-2-

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