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SHLO > SEC Filings for SHLO > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 11, 2013, a wholly-owned subsidiary of Shiloh Industries, Inc. (the "Subsidiary") entered into an Asset Purchase Agreement (the "Agreement"), with Contech Castings, LLC ("Contech") and its subsidiary Contech Casting Real Estate Holdings, LLC ("Contech Real Estate" and together with Contech, "Sellers"). Contech is engaged in the business of die casting and machining motor vehicle parts and further producing engineered high pressure aluminum die cast and machined parts for the motor vehicle industry, and Contech Real Estate owns the real property used by Contech in its business.

Under the terms of the Agreement, the Subsidiary has agreed to acquire the assets of the business located at the purchased facilities (the "Assets") from the Sellers for $54.4 million in cash, subject to adjustment based upon changes in working capital, plus the assumption of certain specified liabilities. The Subsidiary has deposited 10% of the purchase price into escrow, which will, subject to a working capital escrow, which will be credited to the purchase price on the completion of the acquisition of the Assets. If the Agreement is terminated, the deposit will be returned to the Subsidiary unless the Subsidiary defaults under the Agreement.

Sellers have the right to obtain alternative bids during a limited solicitation period as provided in the Agreement. If additional bids are received by the Sellers, the Sellers reserve the right to conduct an auction of the Assets wherein the Subsidiary will have the opportunity to become the successful bidder for the Assets. If the Agreement is later terminated for certain reasons, including because of Sellers' entry into an alternative transaction to sell all or substantially all of the Assets, the Sellers are required to pay the Subsidiary a termination fee of $2 million upon closing of the alternative transaction.

The Agreement contains customary closing conditions, representations and warranties and covenants by each party. The Agreement also contains a condition concerning issuance of a "comfort" order by the United States Bankruptcy Court for the District of Delaware in the Chapter 11 case related to Revstone Industries LLC, the parent entity of non-debtor subsidiaries Contech and Contech Real Estate. Both parties are obligated, subject to certain limitations, to indemnify the other under the Agreement for certain matters, including breaches of representations, warranties and covenants.

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