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MLI > SEC Filings for MLI > Form 8-K on 17-Oct-2013All Recent SEC Filings

Show all filings for MUELLER INDUSTRIES INC



Entry into a Material Definitive Agreement, Financial Statements and Exhib

Item 1.01. Entry into a Material Definitive Agreement

On October 17, 2013, Mueller Copper Tube Products, Inc. (the "Buyer"), a wholly owned subsidiary of Mueller Industries, Inc., entered into a Stock Purchase Agreement (the "Purchase Agreement") with Commercial Metals Company (the "Seller") and Howell Metal Company ("Howell") providing for the purchase by the Buyer and the sale by the Seller of all of the outstanding capital stock (the "Shares") of Howell. The closing of the transaction occurred on October 17, 2013.

The aggregate consideration paid by the Buyer to the Seller for the Shares was $58.5 million in cash in immediately available funds, subject to a customary working capital adjustment. The Purchase Agreement contains customary representations, warranties, and indemnification provisions for both the Buyer and the Seller. A portion of the purchase price equal to $3.235 million is being held in escrow to satisfy certain potential indemnification obligations of the Seller, and $1.0 million is being held in escrow to satisfy certain working capital adjustment obligations of the Seller.

The summary of the Purchase Agreement in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Purchase Agreement attached hereto as Exhibit 10.1, which is hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

  No.                                     Description

10.1         Stock Purchase Agreement by and among Commercial Metals Company,
             Howell Metal Company and Mueller Copper Tube Products, Inc., dated as
             of October 17, 2013.

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