JOY GLOBAL INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-04-05: Form 8-K; Period of report 2017-04-05; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2017-03-02: Form 8-K; Period of report 2017-03-02; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 7.01.
- 2017-01-24: Form 8-K; Period of report 2017-01-24; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-04-05 | 8-K | 2017-04-05 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On April 5, 2017, in connection with and substantially concurrent with the Merger, the Company terminated the Amended and Restated Credit Agreement among the Company, as Borrower, certain of its domestic subsidiaries, as Guarantors, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank (USA), as Co-Syndication Agents, and the lenders party thereto (the “Term Loan Agreement”). 2.01 On the Closing Date, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Komatsu. 3.01 On April 5, 2017, the Company notified the New York Stock Exchange (the “NYSE”) that the Merger had closed and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) a Form 25 to delist and deregister the Joy Global Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 On April 5, 2017, in connection with and substantially concurrent with the Merger, Parent entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 10, 2006, between the Company and Wells Fargo Bank, National Association, as trustee (as amended and supplemented from time to time, the “Indenture”), which governs the Company’s 5.125% Senior Notes due 2021 and 6.625% Senior Notes due 2036 (collectively, the “Notes”). 5.01 The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 At the Effective Time, the Company’s directors ceased serving as directors pursuant to the terms of the Merger Agreement. 5.03 As of the Effective Time, the Amended and Restated Certificate of Incorporation of the surviving corporation was amended and restated to be the same as the Certificate of Incorporation of Merger Sub, as in effect immediately prior to the Effective Time, except that the name of the surviving corporation was changed to be “Joy Global Inc.” As of the Effective Time, the Amended and Restated Bylaws of the surviving corporation were amended and restated to be the same as the bylaws of Merger Sub, as in effect immediately prior to the Effective Time. | v463567_8k.htm |
| 2017-03-02 | 8-K | 2017-03-02 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 7.01 On March 2, 2017, Joy Global Inc. (the “Company”) issued a press release disclosing its financial results for the first quarter of fiscal 2017. | joy-03022017x8kearningsrel.htm |
| 2017-01-24 | 8-K | 2017-01-24 | 8.01 Other Events | 8.01 On January 24, 2017, Joy Global Inc. (the “Company”) entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 10, 2006, between the Company and Wells Fargo Bank, National Association, as trustee (as amended and supplemented from time to time, the “Indenture”), which governs the Company’s 5.125% Senior Notes due 2021 and 6.625% Senior Notes due 2036 (collectively, the “Notes”). | joy-1242017x8k.htm |