20.  SUBSEQUENT EVENTS

On February 6, 2018, the Company issued and sold 4,400,000 shares of its common stock at $57.50 per share in a registered public offering (“Offering”).  The net increase to shareholders’ equity and cash proceeds from the Offering was approximately $239,824, after deducting underwriting discounts and commissions and estimated offering costs.   The Company used the net proceeds for the repayment of debt under its credit facility and intends to use the balance of the funds to fund the Faster acquisition and for working capital and general corporate purposes.

On February 19, 2018, the Company announced that it has entered into a definitive agreement to acquire the shares of Polyusus Lux IV S.à r.l., a Luxembourg limited liability company, which owns Faster S.p.A., an Italian joint stock company (“Faster”), from Capvis Equity IV LP, a fund advised by the Swiss private equity firm Capvis Equity Partners AG, and other co-investors, for €430,000 (approximately $531,000) in cash, less outstanding debt and unpaid transaction costs and other deductions from the purchase price as agreed to by the parties.  The acquisition will be funded with approximately $161,000 of cash on hand and $370,000 drawn against the Company’s revolving credit facility, including exercise of the revolver’s accordion.  

Faster is a leading global manufacturer of quick-release hydraulic coupling solutions and is engaged in the business of designing, engineering and distributing hydraulic coupling solutions focused in the agriculture, construction equipment and industrial markets.  Its primary markets include agriculture, construction equipment and general industrial applications.  Headquartered in Milan, Italy, Faster has manufacturing operations co-located with its headquarters as well as in Toledo, Ohio and Pune, India.  Additionally, the company has sales offices in Shanghai, China; São Paulo, Brazil; and Langenfeld, Germany.

The Company believes the acquisition of Faster is in alignment with its Vision 2025 goals, advancing the Company as a global technology leader in the industrial goods sector while maintaining superior profitability and financial strength.  Faster further diversifies the Company more deeply into the growing global agriculture market and broadens the Company’s global footprint, advancing its ‘in the region, for the region’ initiative.”

Faster recorded 2017 sales of €105,000 (approximately $130,000) and an adjusted 2017 EBITDA margin of 27.5%.  The acquisition is expected to be accretive to GAAP earnings in 2018 and beyond.

The closing of the transaction, which is expected to occur in the second quarter of 2018, is subject to the satisfaction of customary closing conditions, including, among others, the preparation and delivery of certain audited financial statements of Faster, all as determined in accordance with the Purchase Agreement.