8-KMaterial Agreements

ILLINOIS TOOL WORKS INC 8-K Report, Material Agreement (Aug 17, 2012)

Filed August 17, 2012For Securities:ITW

Summary

Illinois Tool Works Inc. (ITW) announced on August 17, 2012, its entry into a material definitive agreement to sell a majority interest in its Decorative Surfaces business to CD&R Wimbledon Holdings III, L.P. (Investor) for approximately $1.05 billion in cash and a retained equity stake. The transaction involves the contribution of ITW's Decorative Surfaces business into a newly-formed subsidiary, Wilsonart International Holdings LLC, which will then be partially owned by the Investor. This strategic move allows ITW to divest a non-core asset and generate significant proceeds, while still retaining a minority interest and the potential for future upside. The agreement signifies a significant operational and accounting change for ITW, as the Decorative Surfaces business will no longer be consolidated in its financial statements. Instead, ITW will adopt the equity method of accounting for its remaining stake in Wilsonart. The transaction is expected to close in the fourth quarter of 2012, subject to customary closing conditions and regulatory approvals. The structure of the deal includes significant third-party debt financing for Wilsonart, a portion of which will be used to fund the payment to ITW.

Key Highlights

  • 1ITW is selling a majority interest in its Decorative Surfaces business to CD&R Wimbledon Holdings III, L.P. for approximately $1.05 billion.
  • 2The transaction involves contributing the business to a new entity, Wilsonart International Holdings LLC, which will be majority-owned by the Investor.
  • 3ITW will retain a minority equity interest (approximately 49%) in Wilsonart and will account for it using the equity method, no longer consolidating its results.
  • 4The deal is expected to close in Q4 2012 and is subject to regulatory approvals and other customary conditions.
  • 5Wilsonart will incur approximately $725 million in new third-party debt, along with a $175 million revolving credit facility.
  • 6The Investor will contribute $395 million for preferred units in Wilsonart, which have senior rights to dividends and liquidation preference.
  • 7The agreement includes customary representations, warranties, covenants, termination rights, and indemnification provisions.

Frequently Asked Questions

The primary purpose for ITW is to divest a majority stake in its Decorative Surfaces business, allowing the company to focus on its core operations, generate significant cash proceeds, and retain a minority interest for potential future upside. This also changes how the business is reported on ITW's financial statements.

Following the closing of the transaction, ITW will cease to consolidate the results of the Decorative Surfaces business in its financial statements. Instead, ITW will report its remaining ownership interest in Wilsonart using the equity method of accounting.

ITW will receive payments totaling $1.05 billion. This amount is subject to customary adjustments based on the cash, third-party indebtedness, and net operating assets of Wilsonart and its subsidiaries at closing. ITW will also retain an equity interest in Wilsonart.

Key conditions include no Material Adverse Effect on the Decorative Surfaces business, expiration of waiting periods and clearances under antitrust laws (like Hart-Scott-Rodino), and the completion of a marketing period for the new third-party financing arranged by the Investor.