Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

TECHPRECISION CORPORATION

(TPCS)
  Report
SummaryQuotesChartsNewsCalendarCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

TECHPRECISION CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

02/03/2021 | 04:07pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Loan Purchase and Sale Agreement

As previously disclosed, TechPrecision Corporation (the "Company") entered into a stock purchase agreement (the "SPA") with Stadco New Acquisition, LLC, a wholly owned subsidiary of the Company ("Acquisition Sub"), Stadco, Stadco Acquisition, LLC ("Holdco") and each stockholder of Holdco. The SPA provides for the Company, through Acquisition Sub, to acquire all of the issued and outstanding capital stock of Stadco from Holdco (the "Acquisition"). The consummation of the Acquisition and the related transactions contemplated by the SPA is subject to, among other things, agreements being reached with certain stockholders and lenders of Stadco, in each case relating to the satisfaction of the debts and obligations owed to such persons. In connection therewith, on January 29, 2021, Acquisition Sub entered into a Loan Purchase and Sale Agreement (the "Loan Purchase Agreement"), effective January 26, 2021, with Sunflower Bank, N.A. ("Sunflower Bank"), and agreed to by Stadco, Holdco, and Stadco Mexico, Inc. Under the terms of the Loan Purchase Agreement, Acquisition Sub agreed to purchase certain indebtedness obligations of Stadco consisting of long-term indebtedness and revolving credit line indebtedness owed to Sunflower Bank. The current amount outstanding under these indebtedness obligations is approximately $9.8 million. In exchange, Acquisition Sub agreed to pay $2 million less than the aggregate amount of the indebtedness that is then outstanding on the date of the closing of the transactions contemplated under the Loan Purchase Agreement. The closing of the indebtedness purchase is subject to the closing of the Acquisition and will take place on or about February 15, 2021, with an optional grace period of up to an additional 15 days. In connection with the closing, Acquisition Sub will also guaranty repayment by Stadco to Sunflower Bank of any of the original approximately $1.5 million in principal indebtedness under Stadco's Paycheck Protection Program Loan that is not forgiven under the terms of the Coronavirus Aid, Relief, and Economic Security Act. The Loan Purchase Agreement contains customary representations and warranties of each party, as well as mutual indemnification provisions.

There is no material relationship between Acquisition Sub or the Company, on the one hand, and Sunflower Bank, on the other hand. The description of the Loan Purchase Agreement is qualified in its entirety by reference to the full text of the Loan Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Securities Purchase Agreement Amendment

On February 2, 2021, the Company entered into an amendment (the "Amendment") effective as of December 15, 2020, to the previously disclosed stock purchase agreement (the "SPA") providing for the Acquisition with Acquisition Sub, Stadco, Holdco and each stockholder of Holdco. Under the terms of SPA, if the Acquisition was not closed by December 31, 2020, either the Company or Stadco could have terminated the SPA. The Amendment effected a change to this provision by extending until February 28, 2021 the date after which the parties may terminate if the Acquisition has not closed. The Amendment also effected certain other minor changes to the SPA.

Other than in respect of the SPA and the related agreements, there is no material relationship between the Company and Acquisition Sub, on the one hand, and Stadco, Holdco and Stadco's stockholders, on the other hand. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





(d)     Exhibits



Exhibit    Description
Number
  10.1       Loan Purchase and Sale Agreement, dated as of January 26, 2020,
           between Stadco New Acquisition, LLC and Sunflower Bank, N.A.
  10.2       Amendment to Stock Purchase Agreement, dated as of December 15, 2020,
           between TechPrecision Corporation, Stadco New Acquisition, LLC, Stadco,
           Stadco Acquisition, LLC and Douglas A. Paletz

© Edgar Online, source Glimpses

All news about TECHPRECISION CORPORATION
07/26TECHPRECISION CORP : Entry into a Material Definitive Agreement, Unregistered Sa..
AQ
06/29TECHPRECISION CORP : Entry into a Material Definitive Agreement, Financial State..
AQ
06/10TECHPRECISION : Management's Discussion and Analysis of Financial Condition and ..
AQ
06/10Techprecision Corporation Reports Earnings Results for the Full Year Ended Ma..
CI
06/10TECHPRECISION CORP : Results of Operations and Financial Condition, Financial St..
AQ
02/11TechPrecision Corporation Provides Revenue Guidance Fourth Quarter of 2021
CI
02/11TECHPRECISION : Management's Discussion and Analysis of Financial Condition and ..
AQ
02/11Techprecision Corporation Reports Earnings Results for the Third Quarter Ende..
CI
02/11TECHPRECISION CORP : Results of Operations and Financial Condition, Financial St..
AQ
02/11TECHPRECISION : Earnings Flash (TPCS) TECHPRECISION CORPORATION Posts Q3 Revenue..
MT
More news
Financials (USD)
Sales 2021 15,6 M - -
Net income 2021 0,32 M - -
Net Debt 2021 1,69 M - -
P/E ratio 2021 127x
Yield 2021 -
Capitalization 40,9 M 40,9 M -
EV / Sales 2020 2,42x
EV / Sales 2021 2,51x
Nbr of Employees 93
Free-Float 87,5%
Chart TECHPRECISION CORPORATION
Duration : Period :
TechPrecision Corporation Technical Analysis Chart | MarketScreener
Full-screen chart
Income Statement Evolution
Managers and Directors
Alexander Shen Chief Executive Officer
Thomas C. Sammons Chief Financial Officer
Richard S. McGowan Non-Executive Chairman
Andrew A. Levy Independent Director
Robert A. Crisafulli Independent Director
Sector and Competitors
1st jan.Capi. (M$)
TECHPRECISION CORPORATION1.09%41
ATLAS COPCO AB38.21%78 182
FANUC CORPORATION-3.86%42 606
PARKER-HANNIFIN CORPORATION14.54%40 269
TECHTRONIC INDUSTRIES COMPANY LIMITED25.59%32 765
SANDVIK AB11.43%32 715