UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Explanatory Note
On June 1, 2022, The Gorman-Rupp Company (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) in connection with the closing of its acquisition of the fuel transfer business, including the Fill-Rite and Sotera brands (the “Acquired Business”) from Tuthill Corporation, for approximately $525 million (the “Purchase Agreement”).
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The non-statutory carve-out historical audited financial statements of the Acquired Business as of and for the years ended December 31, 2021 and 2020 are attached hereto as Exhibit 99.1 to this Form 8-K/A.
The non-statutory carve-out historical unaudited financial statements of the Acquired Business as of and for the three-months ended March 31, 2022 and 2021 are attached hereto as Exhibit 99.2 to this Form 8-K/A.
(b) Pro Forma Financial Information.
The pro forma combined financial information of the Company and the Acquired Business as of and for the three-months ended March 31, 2022 and for the year ended December 31, 2021 is attached hereto as Exhibit 99.3 to this Form 8-K/A.
(c) Exhibits
| Exhibit Number |
Description | |
| 23.1 | Consent of RSM US LLP | |
| 99.1 | Historical audited financial statements of the Acquired Business as of and for the year ended December 31, 2021 and 2020 | |
| 99.2 | Historical unaudited financial statements of the Acquired Business as of and for the three-months ended March 31, 2022 and 2021 | |
| 99.3 | Unaudited pro forma combined financial information of the Company and the Acquired Business as of and for the three-months ended March 31, 2022 and for the year ended December 31, 2021 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |
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.
Dated: August 15, 2022
| THE GORMAN-RUPP COMPANY | ||
| By: | /s/ Brigette A. Burnell | |
| Name: | Brigette A. Burnell | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |