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FIX > SEC Filings for FIX > Form 8-K on 9-Apr-2014All Recent SEC Filings

Show all filings for COMFORT SYSTEMS USA INC

Form 8-K for COMFORT SYSTEMS USA INC


9-Apr-2014

Entry into a Material Definitive Agreement, Other Events, Financial State


Item 1.01 Entry into a Material Definitive Agreement

On April 7, 2014, Comfort Systems USA, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Dyna Ten Corporation ("Dyna Ten"), certain of its shareholders, and CSUSA (20), Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, Dyna Ten will merge with and into the Merger Sub (the "Merger"), with Dyna Ten surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger each share of Dyna Ten's common stock issued and outstanding prior to the Merger will be converted into the right to receive a pro rata share of the Merger Consideration. The aggregate Merger Consideration is $37.5 million payable in cash at closing, subject to certain post-closing adjustments, including calculations related to Dyna Ten's working capital requirements and the outcome of certain projects in process as of the closing date.

Each of Dyna Ten's and the Company's obligation to consummate the Merger is subject to a number of conditions, including, among others, approval by Dyna Ten's shareholders of the adoption of the Merger Agreement, execution by all of Dyna Ten's shareholders of key consents and acknowledgments, and the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Merger Agreement. The Merger Agreement contains customary representations and warranties by the parties, as well as customary covenants, including non-compete and non-solicitation covenants by the Dyna Ten shareholders, indemnification covenants by both parties, and covenants by the signing shareholders to vote in favor of the transaction.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



Item 8.01 Other Events

Attached as Exhibit 99.1 is a copy of a press release of the Company dated April 7, 2014, reporting the Company's entry into the Merger Agreement with Dyna Ten.



Item 9.01 Financial Statement and Exhibits.

(d) Exhibits.

10.1   Agreement and Plan of Merger, dated April 7, 2014.
99.1   Press Release dated April 8, 2014 announcing the Company's entry into an
       agreement to acquire Dyna Ten Corporation.

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