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 8, 2020
______________________
REV Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37999 | 26-3013415 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification Number) |
111 E. Kilbourn Avenue, Suite 2600, Milwaukee, WI 53202
(Address of principal executive offices and zip code)
(414) 290-0910
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: N/A
______________________
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)) |
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 ($0.001 Par Value) | REVG | New York Stock Exchange |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 7.01 Regulation FD Disclosure.
On May 8, 2020, REV Group, Inc. (the “Company”) issued a press release announcing the closing of the disposition referred to in Item 8.01 below. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
The information contained in this Current Report, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On May 8, 2020, the Company completed the sale of its two shuttle bus businesses to Forest River, Inc. effective as of the same date for approximately $49.0 million in cash (the “disposition”). The Company will retain certain rights and obligations in respect of accounts payable and accounts receivable, which is expected to result in an additional $5.0 million in cash due to the Company, for total gross proceeds to the Company of approximately $54.0 million. The Company intends to use the net proceeds from the disposition to pay down borrowings outstanding under the Company’s ABL facility.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit relating to Item 7.01 shall be deemed furnished, and not filed:
99.1 | REV Group, Inc. Press Release issued on May 8, 2020 |
SIGNATURES
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 thereunto duly authorized.
REV Group, Inc. | ||
Date: May 8, 2020 | By: | /s/ Stephen W. Boettinger |
Stephen W. Boettinger | ||
General Counsel |
Exhibit 99.1
May 8, 2020
NEWS RELEASE
FOR IMMEDIATE RELEASE
REV GROUP, INC. COMPLETES SALE OF SHUTTLE BUS BUSINESSES
Milwaukee, Wis.--(BUSINESS WIRE) -- REV Group, Inc. (NYSE: REVG), a manufacturer of industry-leading specialty vehicle brands, announced today that it has completed the sale of its two shuttle bus businesses to Forest River effective May 8, 2020. Proceeds from the sale will be used to pay down outstanding borrowings under the company's ABL debt facility. Financial details have been described within a Current Report on Form 8-K that is being filed with the SEC today.
“We continue to review our businesses and align the portfolio to achieve our strategic objectives and create shareholder value,” said Rod Rushing, President and Chief Executive Officer. “The divestiture of our shuttle bus business provides an opportunity to improve our portfolio profitability, reduce debt and renew our focus on reducing our leverage. We are committed to improving our operations to achieve best-in-class performance in each of our business segments. I appreciate the hard work and dedication of our shuttle business employees and wish them success,” concluded Rushing.
About REV Group
REV Group (REVG) is a leading designer, manufacturer, and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base, primarily in the United States, through three segments: Fire & Emergency, Commercial, and Recreation. We provide customized vehicle solutions for applications, including essential needs for public services (ambulances, fire apparatus, school buses, and transit buses), commercial infrastructure (terminal trucks, industrial sweepers, transportation services) and consumer leisure (recreational vehicles and ‘RVs’). Our diverse portfolio is made up of well-established principal vehicle brands, including many of the most recognizable names within their industry. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. REV Group trades on the NYSE under the symbol REVG.
Investors-REVG
Investor Contact
Drew Konop
VP, Investor Relations
Email: investors@revgroup.com
Phone: 1-888-738-4037 (1-888-REVG-037)
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