Item 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
OnOctober 5, 2021 ,Northwest Pipe Company (the "Company") andEBSR, LLC , aTexas limited liability company ("Seller") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), by and among the Company, Seller, the equity holders of Seller, andPark Environmental Equipment, LLC , aTexas limited liability company ("ParkUSA") pursuant to which the Company agreed to purchase from Seller all of the issued and outstanding membership interests of ParkUSA (the "Acquisition"). ParkUSA is a precast concrete and steel fabrication-based company that develops, manufactures, and distributes water, wastewater, and environmental solutions products. The Purchase Agreement includes customary representations, warranties, covenants, and agreements by the parties, including mutual indemnification obligations. The Acquisition was completed onOctober 5, 2021 . The purchase price was approximately$87.4 million , net of cash acquired, and is subject to a post-closing adjustment based on changes in net working capital. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated by reference herein. OnOctober 5, 2021 , the Company issued a press release announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 7.01. REGULATION FD DISCLOSURE
The Company will discuss the Acquisition and certain preliminary 2021 financial metrics in a conference call to be held onWednesday, October 6, 2021 at8:00 a.m. Pacific time . The presentation made available in connection with the conference call is attached hereto as Exhibit 99.2. To listen to the live call, visit theNorthwest Pipe Company website, www.nwpipe.com, under Investor Relations. For those unable to listen to the live call, the replay will be available approximately one hour after the event on the Investor Relations page. The information contained in Item 7.01 of this Current Report on Form 8K, including Exhibit 99.2, is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 as amended (the "Exchange Act") and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.2. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Current Report on Form 8K, other than purely historical information, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current expectations, estimates, and projections about the Company's business, management's beliefs, and assumptions made by management. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "forecasts," "should," "could," and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements as a result of a variety of important factors. While it is impossible to identify all such factors, those that could cause actual results to differ materially from those estimated by the Company include the important factors discussed in Part I - Item 1A. "Risk Factors" of the Company's most recent Annual Report on Form 10K and from time to time in the Company's otherSecurities and Exchange Commission filings and reports. Such forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Current Report on Form 8K. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements.
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Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired The audited consolidated financial statements required to be filed under Item 9.01(a) of this Current Report on Form 8K will be filed by amendment to this Current Report on Form 8K no later than 71 days after the date on which this Current Report on Form 8K is required to be filed. (b) Pro forma financial information The pro forma financial information required to be filed under Item 9.01(b) of this Current Report on Form 8K will be filed by amendment to this Current Report on Form 8K no later than 71 days after the date on which this Current Report on Form 8K is required to be filed. (d) Exhibits 2.1 Membership Interest Purchase Agreement dated as ofOctober 5, 2021 by and amongNorthwest Pipe Company ,EBSR, LLC , the equity holders ofEBSR, LLC , andPark Environmental Equipment, LLC * 99.1 Press Release issued byNorthwest Pipe Company datedOctober 5, 2021 99.2 Presentation made available for reference in connection with the conference call to be held at8:00 a.m. Pacific time onOctober 6, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Schedules and similar attachments to the Purchase Agreement have been omitted
pursuant to Instruction 4 to Item 1.01 of the Form 8K. The Registrant will
furnish supplementally a copy of any omitted schedule or similar attachment to
the
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