Prior to market open on October9, 2018, Quanex Building Products Corporation (the Company) and Praesidium Investment Management Company LLC (Praesidium) and for certain provisions of the agreement, Kevin Oram (Oram) and Peter Uddo (together with Oram, the Manager Principals) entered into a Share Repurchase Agreement (the Repurchase Agreement), by which the Company is repurchasing 1,900,000 shares of the Companys common stock, par value $0.01 per share (the Common Stock) beneficially owned by Praesidium pursuant to investment management agreements. The full text of the Repurchase Agreement is filed as Exhibit10.1 to this Current Report on Form
and is incorporated herein by reference.
Summary of Terms.
Set forth below is a short summary of the key terms of the Repu rchase Agreement.
The Company purchased an aggregate of 1,900,000 shares of Common Stock at a purchase price of $16.86 per share, a 2.5% discount to the closing price of the Common Stock on October8, 2018. The aggregate purchase price is $32,034,000.
Praesidium and the Manager Principals agreed to certain standstill provisions that will continue in effect until following the Companys 2021 Annual Meeting of Shareholders.
Each of Praesidium and the Manager Principals, on the one hand, and the Company, on the other hand, agreed to a mutual
and mutual prohibition on public criticism.
Praesidium and the Company made certain representations and warranties as more fully set forth in the Repurchase Agreement.
The foregoing discussion is qualified by reference to the Repurchase Agreement, and should be read in conjunction with the Repurchase Agreement. Any capitalized terms used but not defined herein shall be ascribed the meaning for such term set forth in the Repurchase Agreement.
Financial Statements and Exhibits.
Financial Statements of businesses acquired.
Pro forma financial information.
Share Repurchase Agreement by and among Praesidium Investment Management Company LLC, Quanex Building Products Corporation, Kevin Oram and Peter Uddo, effective October9, 2018.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUANEX BUILDING PRODUCTS CORPORATION
Brent L. Korb
Senior Vice President-Finance & Chief Financial Officer
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