UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 7, 2019
ALLISON TRANSMISSION HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-35456 | 26-0414014 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One Allison Way, Indianapolis, Indiana | 46222 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(317) 242-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-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 Rule12b-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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||
Common stock, $0.01 par value | ALSN | New York Stock Exchange |
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 7, 2019, Allison Transmission Holdings, Inc. (the “Company”), entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Ashe Capital Management, LP (“Ashe”), pursuant to which the Company agreed to repurchase from Ashe 4,977,043 shares of the Company’s common stock for aggregate consideration of $232.4 million, representing a purchase price equal to the May 6, 2019 closing price of $46.70 per share.
The transaction is expected to close on or about May 9, 2019, subject to customary closing conditions. Following the closing of the transaction, Ashe will own approximately 4.1% shares of common stock of the Company.
A copy of the Stock Repurchase Agreement has been attached as Exhibit 10.1 to this Current Report on Form8-K and is incorporated by reference herein. The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 7, 2019, William R. Harker, Ashe’s designee to the Board of Directors (“Board”) of the Company, notified the Board of his intention to resign as a director of the Company effective as of the closing of the transactions contemplated by the Stock Purchase Agreement, which is expected to be May 9, 2019. Mr. Harker’s decision to resign was not as a result of any disagreement with the Company.
The Company will file a supplement to its proxy statement for its annual meeting of stockholders to reflect the changes described in this Current Report on Form8-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
10.1 | Stock Repurchase Agreement, dated May 7, 2019, between Allison Transmission Holdings, Inc. and Ashe Capital Management, LP. |
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.
Allison Transmission Holdings, Inc. | ||||||
Date: May 7, 2019 | By: | /s/ Eric C. Scroggins | ||||
Eric C. Scroggins | ||||||
Vice President, General Counsel and Secretary |