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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2021
COLUMBUS MCKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)

001-34362 |  | 16-0547600
(Commission File Number) |  | (IRS Employer Identification No.)

205 Crosspoint Parkway | Buffalo | NY | 14068
(Address of principal executive offices) | (Zip Code)

Registrant's telephone number including area code: (716) 689-5400
_________________________________________________
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value per share | CMCO | Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ | Emerging Growth Company

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 | Entry into a Material Definitive Agreement.

On November 3, 2021, Columbus McKinnon Corporation (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) by and among the Company, Garvey Corporation, a New Jersey corporation (“Garvey”), and William J. Garvey, The Mark Garvey Residuary Trust and Thomas G. Garvey III (collectively the “Sellers”), pursuant to which the Company will acquire all of the issued and outstanding shares of capital stock of Garvey for a purchase price of $74.0 million, subject to adjustment, as set forth in the Purchase Agreement, for (i) net working capital, cash and indebtedness of Garvey at closing and (ii) a $2.0 million escrowed portion of the purchase price that only becomes payable, in whole or in part, to the Sellers if (a) the EBITDA target set forth in the Purchase Agreement for the twelve-month period commencing on the month immediately following closing is achieved and (b) a specific current executive of Garvey remains employed with Garvey until at least March 31, 2023. The Company expects to finance the purchase price for the acquisition with borrowings obtained by utilizing the accordion option under the Company’s existing Term Loan B.
The Purchase Agreement contains representations, warranties and covenants of each party customary for a transaction of this type. Between the date of the Purchase Agreement and the closing date, the Sellers have agreed to operate Garvey in the ordinary course of business and consistent with the terms of certain pre-closing covenants set forth in the Purchase Agreement. The closing of the acquisition is subject to customary closing conditions for a transaction of this nature.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement is included in this filing only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding Garvey, the Sellers or the acquired business.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 | Regulation FD Disclosure.

On November 4, 2021, the Company issued a press release announcing entry into the Purchase Agreement. A copy of the press release and related presentation slides are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that this Current Report on Form 8-K contains material investor information that is not otherwise publicly available.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER |  | DESCRIPTION
2.1 |  | Stock Purchase Agreement, dated November 3, 2021, among Columbus McKinnon Corporation, Garvey Corporation, William J. Garvey, The Mark Garvey Residuary Trust and Thomas G. Garvey III
99.1 |  | Press Release, dated November 4, 2021
99.2 |  | Presentation Slides, dated November 4, 2021
104 |  | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COLUMBUS McKINNON CORPORATION
By: | /s/ Alan S. Korman
Name: | Alan S. Korman
Title: | Senior Vice President Corporate Development,
| General Counsel and Secretary

Dated: November 4, 2021