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) May 2, 2012
ALBANY INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-10026 | 14-0462060 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
216 Airport Drive, Rochester, New Hampshire 03867
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (603) 330-5850
(Former name or former address, if changed since last report.)
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 240.13a-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Asset Purchase Agreement
On May 2, 2012, Albany International Corp., a Delaware corporation (“Albany” or the “Company”) entered
into an Asset Purchase Agreement (the “Agreement”) with PrimaLoft Holding Company, LLC (the “Parent”) and
PrimaLoft, Inc. (the “Buyer”) for the sale of the Company’s global PrimaLoft® Products business. The following
description of the Agreement does not purport to be a complete description and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is filed herewith.
Under the terms of the Agreement, the Buyer will acquire all of the Primaloft® Products business assets, which are located
in the United States, Italy and Germany.
Under the Agreement, Albany will receive a purchase price of $37,950,000, subject to post-closing adjustments based on working
capital. The transaction is subject to customary closing conditions, including, among others (i) the expiration or termination
of any applicable waiting periods or receipt of any required antitrust clearances under applicable laws; (ii) the absence of any
law or order prohibiting the transaction; (iii) the accuracy of the parties’ representations and warranties, subject to customary
materiality limits and (iv) the performance by each of the parties of covenants under the Agreement in all material respects.
Albany and the Buyer have made customary representations and warranties, and covenants in the Agreement, which will generally survive
for a period of 18 months following Closing. The covenants require, among other things, that (i) Albany conduct the PrimaLoft®
Products business in the ordinary course in all material respects consistent with past practice during the interim period between
the execution of the Agreement and the closing of the transaction and not engage in certain kinds of transactions or take certain
actions during such interim period, and (ii) Albany, subject to certain limitations, use reasonable best efforts, with the cooperation
of Buyer, to obtain any required approvals or consents. The parties have rights to indemnification for breaches of representations
and warranties, subject to customary caps and deductibles, and for non-performance of their respective covenants.
The Agreement contains customary termination rights for both the Company and the Buyer. These include, subject to certain conditions,
termination by (i) mutual consent of Albany and the Buyer; (ii) either party if the transaction has not closed by July
31, 2012, subject to certain limited exceptions, which such date may be extended by the Buyer for up to 180 days under certain
circumstances; and (iii) either party if the other party has breached or failed to perform in any material respects any of
its representations or covenants, as a result of which a condition to such non-breaching party’s obligation to complete the
transaction will not be met, and the breach or failure is not or cannot be cured within 30 days.
The Agreement has been summarized to provide security holders with information regarding its terms. It is not intended to provide
any other factual information about Albany or the PrimaLoft® Products business. The representations, warranties and covenants
contained in the Agreement were made solely for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to the Agreement, may be subject to qualifications and limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the 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 security holders. Security holders are not third-party beneficiaries under the Agreement and
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual
state of facts or condition of Albany or its subsidiaries or the PrimaLoft® Products business. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information
may or may not be fully reflected in Albany’s public disclosures.
Item 8.01. Other Events.
The Company issued a news release on May 2, 2012 announcing its agreement to sell its global PrimaLoft® Products business to the Buyer for $37,950,000, subject to contractual closing adjustments. The news release is attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.12 | Asset Purchase Agreement among Albany International Corp., PrimaLoft Holding Company, LLC and PrimaLoft, Inc., dated as of May 2, 2012. |
| 99.1 | News Release dated May 2, 2012. |
Signature
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.
ALBANY INTERNATIONAL CORP.
|
By: /s/ John B. Cozzolino Date: May 7, 2012 |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.12 | Asset Purchase Agreement among Albany International Corp., PrimaLoft Holding Company, LLC and PrimaLoft, Inc., dated as of May 2, 2012. |
| 99.1 | News Release dated May 2, 2012. |