8-K

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): August 16, 2017

ACTUANT CORPORATION

(Exact name of Registrant as specified in its charter)

Wisconsin	1-11288	39-0168610
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

N86 W12500 Westbrook Crossing

Menomonee Falls, Wisconsin 53051

Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (262) 293-1500

N/A

(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 (see General Instruction A.2. below):

[ ] 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))

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 Rule 12b-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.                                  [ ]

Item 2.05Costs Associated with Exit or Disposal Activities.

On August 16, 2017, Actuant Corporation (“Actuant”) signed a definitive agreement to sell its Viking SeaTech (“Viking”) business to Acteon Group Limited (“Acteon”). The sale price for the Viking transaction is approximately $12 million, payable in cash at the closing of the Viking transaction.

In conjunction with the Viking transaction, Actuant expects to record after tax charges in the range of $110 million to $125 million, consisting of: (i) a cash charge of approximately $28 million from unwinding certain rental fleet operating leases, including those resulting from a mid-2014 sale and leaseback transaction; and (ii) $82 million to $97 million in largely non-cash charges, including the write down of Viking assets to their net realizable value and the recognition in earnings of the cumulative effect of foreign currency rate changes since acquisition. These charges will be incurred during the fourth quarter of 2017 and early in fiscal 2018, upon the closing of the Viking transaction.

A copy of the press release announcing the Viking transaction and therelated charges is attached as Exhibit 99.1 to this Form 8-K.

Item 2.06Material Impairments.

The information disclosed above under Item 2.05 is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number	Description
99.1	Press Release of Actuant Corporation dated August 16, 2017.

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.

	ACTUANT CORPORATION
Date: August 17, 2017
	/s/ Rick T. Dillon
	Name: Rick T. Dillon Title: Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

ACTUANT SIGNS AGREEMENTS TO DIVEST VIKING SEATECH AND ACQUIRE MIRAGE MACHINES, LTD.

MILWAUKEE, August 16, 2017-- Actuant Corporation (NYSE:ATU) announced today the signing of a definitive agreement to sell its Viking SeaTech (Viking) business to Acteon Group Limited (Acteon), a global subsea services business, for approximately $12 million. Actuant has also signed a definitive agreement to purchase Mirage, a $12 million revenue provider of industrial and energy maintenance tools, from Acteon for approximately $16 million, plus potential future performance based consideration. The two transactions will close simultaneously, and are subject to customary regulatory approvals and closing conditions.

Randy Baker, Actuant President and Chief Executive Officer stated, The decision to divest Viking was not taken lightly, but it is consistent with our strategy to concentrate our energy offerings where we can provide the most value over the long term. It also helps to simplify and stabilize our portfolio by significantly limiting exposure to upstream, offshore oil & gas.

The Viking business generated approximately $20 million in revenue during the past twelve months. In conjunction with the sale, Actuant expects to record after tax charges in the range of $110-125 million, including a cash charge of approximately $28 million from unwinding certain rental fleet operating leases, including those resulting from the mid-2014 sale and leaseback transaction. The remaining charges largely consist of non-cash items including the write down of Viking assets to their net realizable value and the recognition in earnings of the cumulative effect of foreign currency rate changes since acquisition. These charges will be incurred during the fourth quarter of fiscal 2017 and early in fiscal 2018, upon closing.

The Mirage business, headquartered in the UK, is a strong complement to Hydratight. It broadens its product line offerings, most notably in the flange facing and hot tapping categories, while providing additional rental and service opportunities, Baker continued.

We are pleased to have reached this mutually beneficial agreement with Acteon. On a pro-forma basis, Actuant’s trailing twelve month adjusted earnings per share would have been approximately $0.15-0.16 higher, taking into account Viking’s performance in a very challenging upstream market and the accretion associated with Mirage. We believe these proactive portfolio management actions will improve overall shareholder value.

About Actuant

Actuant Corporation is a diversified industrial company serving customers from operations in more than 30 countries. The Actuant businesses are leaders in a broad array of niche markets including branded hydraulic tools and solutions, specialized products and services for energy markets and highly engineered position and motion control systems. The Company was founded in 1910 and is headquartered in Menomonee Falls, Wisconsin. Actuant trades on the NYSE under the symbol ATU. For further information on Actuant and its businesses, visit the Company's website at www.actuant.com.

Safe Harbor

Certain of the above comments represent forward-looking statements made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Management cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Actuant’s results are also subject to general economic conditions, variation in demand from customers, the impact of geopolitical activity on the economy, continued market acceptance of the Company’s new product introductions, the successful integration of acquisitions, restructuring, operating margin risk due to competitive pricing and operating

efficiencies, supply chain risk, material and labor cost increases, foreign currency fluctuations and interest rate risk. See the Company’s Form 10-K filed with the Securities and Exchange Commission for further information regarding risk factors. Actuant disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.