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LAWS > SEC Filings for LAWS > Form 8-K on 18-Feb-2014All Recent SEC Filings

Show all filings for LAWSON PRODUCTS INC/NEW/DE/

Form 8-K for LAWSON PRODUCTS INC/NEW/DE/


18-Feb-2014

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01 Entry Into a Material Definitive Agreement.

On February 14, 2014, Lawson Products, Inc. ("Lawson" or the "Company") completed the previously announced sale of substantially all of the assets of Automatic Screw Machine Products Company, Inc. ("ASMP"), its wholly owned subsidiary, to Nelson Stud Welding, Inc. ("Buyer"), an indirect subsidiary of Doncasters Group Limited, for a cash purchase price of $12.5 million, subject to adjustments based on the closing date net working capital, plus the assumption of certain liabilities. In addition, the Buyer has agreed to lease the real property located in Decatur, Alabama previously used by ASMP.

In connection with the sale of ASMP, the Company and The PrivateBank and Trust Company ("PrivateBank") entered into a Consent and Third Amendment to Loan and Security Agreement (the "Amendment"). The Amendment confirms PrivateBank's consent to the sale of ASMP as set forth above and releases ASMP from any and all liabilities and obligations under the Loan and Security Agreement between the Company and PrivateBank.

The foregoing summary of the sale of ASMP is qualified in its entirety by the Asset Purchase Agreement by and between ASMP, Baron Divestiture Company, the Company and Nelson Stud Welding, Inc., which agreement is incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2013.



Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided by Item 1.01 of this Current Report on Form 8-K with respect to the sale of assets of ASMP is hereby incorporated into this Item 2.01 by reference.



Item 9.01 Financial Statements and Exhibits.

(b)(1) Pro forma financial information.

Pro forma financial information required by this item related to the sale of ASMP is attached as Exhibit 99.1 to this Current Report.

(d) Exhibits.

2.1 Asset Purchase Agreement by and among Automatic Screw Machine Products Company, Inc., Baron Divestiture Company Lawson Products, Inc. and Nelson Stud Welding, Inc., which is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 16, 2013.

10.1 Consent and Third Amendment to Loan and Security Agreement

99.1 Unaudited Pro Forma Condensed Consolidated Financial Information


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