Winnebago Files SunnyBrook Purchase 8-K
Winnebago Industries Inc. today (Dec. 30) filed its form 8-K with the Securities and Exchange Commission (SEC) regarding its purchase of SunnyBrook Manufacturing Inc.
The filing reads as follows:
On December 29, 2010, Winnebago of Indiana, LLC, (“Winnebago of Indiana”) a newly formed wholly-owned subsidiary of Winnebago Industries, Inc. (the “Company”), SunnyBrook Manufacturing, Inc. (“SBM”), SunnyBrook RV, Inc, a wholly-owned subsidary of SBM (“SunnyBrook RV”) and certain shareholders of SBM entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Winnebago of Indiana purchased substantailly all of the assets and assumed certain liabilities of SunnyBrook RV (the “Transaction”).
The aggregate Transaction consideration paid by Winnebago of Indiana, as set forth in the Purchase Agreement, was $5.7 million in cash (consisting of a $2.4 million cash purchase price, a $2.3 million repayment in full of certain commercial loan obligations, and a $1.0 million repayment in full of loans outstanding to certain SBM shareholders) (collectively, the “Purchase Price”). The Purchase Price was funded entirely from the Company’s cash on hand and, as described in the Purchase Agreement, is subject to a post-closing working capital adjustment.
The assets of SunnyBrook RV will be used in connection with the operation of Winnebago of Indiana’s business of manufacturing towable recreational vehicles. SunnyBrook RV, located in Middlebury, Indiana, produces a variety of towable recreational vehicles under the SunnyBrook RV brand consisting of Harmony, Brookside, Bristol Bay, Edgewater and Sunset Creek travel trailers and Harmony, Brookside, Bristol Bay, West Pointe, Big Dog and Titan fifth-wheel trailers. After the Transaction, Winnebago of Indiana will continue to operate as a wholly-owned subsidiary of the Company. Elvie Frey, the president and majority owner of SBM, will serve as the president of Winnebago of Indiana. The Purchase Agreement contains certain customary representations, warranties and covenants. The assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Purchase Agreement. Moreover, certain representations and warranties in the Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to Company shareholders or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the representations and warranties in the Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts about the parties at the time they were made or otherwise.
The descriptions of the Purchase Agreement set forth above are qualified by reference to the Purchase Agreement that is filed as Exhibit 2.1 to this Current Report on Form 8-K and are incorporated by reference herein.