Form 8-K - Current report

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 20, 2024

ALTA EQUIPMENT GROUP INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38864	83-2583782
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13211 Merriman Road

Livonia, Michigan 48150

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (248) 449-6700

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(s)	Name of each exchange on which registered
Common stock, $0.0001 par value per share	ALTG	The New York Stock Exchange
Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share	ALTG PRA	The 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 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 7.01 Regulation FD Disclosure.

On May 20, 2024, Alta Equipment Group Inc. (“Alta” or the “Company”) issued a press release announcing the proposed offering (the “Offering”), subject to market and other conditions, of $500 million aggregate principal amount of senior secured second lien notes due 2029. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On May 21, 2024, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Item 8.01 Other Events.

Senior Notes Offering

On May 20, 2024, the Company announced the Offering of $500 million aggregate principal amount of senior secured second lien notes due 2029. On May 21, 2024, the Company announced the pricing of the Offering of $500 million aggregate principal amount of 9.000% Senior Secured Second Lien Notes due 2029 (the “Notes”) at an issue price of 97.094% of face amount. The Notes will be guaranteed by all of the Company’s domestic subsidiaries and will be secured by a second lien on substantially all of the assets of the Company and such subsidiaries.

The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Offering and sale of the Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable securities laws of any state or other jurisdiction.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Amendment and Extension of Credit Facilities

The Company expects to amend and extend its existing $485 million senior secured asset-based revolving credit facility due 2026 and $70 million floor plan facility due 2026 with a $520 million senior secured asset-based revolving credit facility due 2029 (the “New ABL Facility”) and a $90 million floor plan facility due 2029 (together with the New ABL Facility, the “First Lien Facilities”). The First Lien Facilities will be secured by a first-priority lien on the same assets securing the Notes.

Redemption of 5.625% Senior Secured Second Lien Notes due 2026

On May 20, 2024, the Company elected to exercise its optional redemption right to redeem all of its outstanding 5.625% Senior Secured Second Lien Notes due 2026 (the “Existing Notes”) in the original aggregate principal amount of $315 million and instructed Wilmington Trust, National Association, as trustee under the indenture governing the Existing Notes (the “Existing Notes Indenture”), to issue a notice of conditional full redemption to registered holders of the Existing Notes. The date fixed for the redemption of the Existing Notes is June 5, 2024 (the “Redemption Date”).

The Existing Notes will be redeemed at a redemption price equal to 100% of the principal amount of the Existing Notes plus the Applicable Premium (as defined in the Existing Notes Indenture) and accrued and unpaid interest as of the Redemption Date.

The Company’s obligation to redeem the Existing Notes and pay the redemption price on the Redemption Date is conditioned on the completion by the Company on or prior to the Redemption Date of one or more financings, including the Offering, that provide net proceeds sufficient to pay the redemption price in full and all related fees and expenses.

The foregoing does not constitute a notice of redemption with respect to the Existing Notes.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include any statements regarding the intended use of proceeds from the notes, statements regarding refinancing our current credit obligations and statements regarding the closing of the note offering. These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the risks and uncertainties from time to time in the section entitled “Risk Factors” in our annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission (the “SEC”). The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated May 20, 2024.
99.2		Press Release, dated May 21, 2024.

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.


	ALTA EQUIPMENT GROUP INC.

Dated: May 22, 2024	By:	/s/ Ryan Greenawalt
		Ryan Greenawalt
		Chief Executive Officer

Exhibit 99.1

Alta Equipment Group Announces Proposed Private Offering of $500 Million of Senior Secured Second Lien Notes

LIVONIA, Mich.-- Alta Equipment Group Inc. (NYSE: ALTG) (“Alta” or the “Company”), today announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of its senior secured second lien notes due 2029 in a private offering (the “offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The notes will be guaranteed by all of the Company’s domestic subsidiaries and will be secured by a second lien on substantially all of the assets of the Company and its domestic subsidiaries. Concurrent with the closing of the offering, the Company expects to amend and extend its existing $485 million senior secured asset-based revolving credit facility due 2026 (the “Existing ABL Facility”) and $70 million floor plan facility due 2026 (the “Existing Floor Plan Facility”) with a $520 million senior secured asset-based revolving credit facility due 2029 (the “New ABL Facility”) and a $90 million floor plan facility due 2029 (together with the New ABL Facility, the “First Lien Facilities”). The First Lien Facilities will be secured by a first-priority lien on the same assets securing the notes. The Company intends to use the net proceeds from the offering, together with the proceeds of new borrowings under the First Lien Facilities, (i) to refinance a portion of the Existing ABL Facility and the Existing Floor Plan Facility prior to the amendments thereto, pay accrued and unpaid interest thereon, and pay related fees and expenses thereto, (ii) to redeem all of its outstanding 5.625% Senior Secured Second Lien Notes due 2026 (the “Existing Notes”), pay the premium, accrued and unpaid interest thereon, and pay related fees and expenses thereto, and (iii) for general corporate purposes to the extent there are any remaining proceeds. The offering and related refinancing is expected to be leverage neutral for the Company.

The notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offer and sale of the notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable securities laws of any state or other jurisdiction.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

This press release does not constitute a notice of redemption with respect to the Existing Notes.

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Alta’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Alta’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: supply chain disruptions, inflationary pressures resulting from supply chain disruptions or a tightening labor market; negative impacts on customer payment policies and adverse banking and governmental regulations, resulting in a potential reduction to the fair value of our assets; the performance and financial viability of key suppliers, contractors, customers, and financing sources; economic, industry, business and political conditions including their effects on governmental policy and government actions that disrupt our supply chain or sales channels; fluctuations in interest rates; the market price for our equipment; collective bargaining agreements and our relationship with our union-represented employees; our success in identifying acquisition targets and integrating acquisitions; our success in expanding into and doing business in additional markets; our ability to raise capital at favorable terms; the competitive environment for our products and services; our ability to continue to innovate and develop new business lines; our ability to attract and retain key personnel, including, but not limited to, skilled technicians; our ability to maintain our listing on the New York Stock Exchange; the impact

Exhibit 99.1

of cyber or other security threats or other disruptions to our businesses; our ability to realize the anticipated benefits of acquisitions or divestitures, rental fleet and other organic investments or internal reorganizations; federal, state, and local government budget uncertainty, especially as it relates to infrastructure projects and taxation; currency risks and other risks associated with international operations; and other risks and uncertainties indicated from time to time in the section entitled “Risk Factors” in Alta’s annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Alta cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Alta does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

About Alta Equipment Group Inc.

Alta owns and operates one of the largest integrated equipment dealership platforms in North America. Through our branch network, the Company sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and other material handling equipment, heavy and compact earthmoving equipment, crushing and screening equipment, environmental processing equipment, cranes and aerial work platforms, paving and asphalt equipment, other construction equipment and allied products. Alta has operated as an equipment dealership for 40 years and has developed a branch network that includes over 85 total locations across Michigan, Illinois, Indiana, Ohio, Pennsylvania, Massachusetts, Maine, Connecticut, New Hampshire, Vermont, Rhode Island, New York, Virginia, Nevada and Florida and the Canadian provinces of Ontario and Quebec. Alta offers its customers a one-stop-shop for their equipment needs through its broad, industry-leading product portfolio.

Contacts

Investors:

Kevin Inda
SCR Partners, LLC

kevin@scr-ir.com
(225) 772-0254

Media:

Glenn Moore

Alta Equipment

glenn.moore@altg.com

(248) 305-2134

Exhibit 99.2

Alta Equipment Group Announces Pricing of Private Offering of $500 Million of Senior Secured Second Lien Notes due 2029

LIVONIA, Mich.-- Alta Equipment Group Inc. (NYSE: ALTG) (“Alta” or the “Company”), announced today that it has priced $500 million in aggregate principal amount of its 9.000% senior secured second lien notes due 2029 (the “notes”) at an issue price of 97.094% of face amount in a private offering (the “offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the notes is expected to close on June 5, 2024, subject to customary closing conditions.

The notes will be guaranteed by all of the Company’s domestic subsidiaries and will be secured by a second lien on substantially all of the assets of the Company and its subsidiaries. Concurrent with the closing of the offering, the Company expects to amend and extend its existing $485 million senior secured asset-based revolving credit facility due 2026 (the “Existing ABL Facility”) and $70 million floor plan facility due 2026 (the “Existing Floor Plan Facility”) with a $520 million senior secured asset-based revolving credit facility due 2029 (the “New ABL Facility”) and a $90 million floor plan facility due 2029 (together with the New ABL Facility, the “First Lien Facilities”). The First Lien Facilities will be secured by a first-priority lien on the same assets securing the notes. The Company intends to use the net proceeds from the offering, together with the proceeds of new borrowings under the First Lien Facilities, (i) to refinance a portion of the Existing ABL Facility and the Existing Floor Plan Facility prior to the amendments thereto, pay accrued and unpaid interest thereon, and pay related fees and expenses thereto, (ii) to redeem all of its outstanding 5.625% Senior Secured Second Lien Notes due 2026 (the “Existing Notes”), pay the premium, accrued and unpaid interest thereon, and pay related fees and expenses thereto, and (iii) for general corporate purposes to the extent there are any remaining proceeds.

This press release does not constitute a notice of redemption with respect to the Existing Notes.

Forward Looking Statements

Exhibit 99.2

including, but not limited to, skilled technicians; our ability to maintain our listing on the New York Stock Exchange; the impact of cyber or other security threats or other disruptions to our businesses; our ability to realize the anticipated benefits of acquisitions or divestitures, rental fleet and other organic investments or internal reorganizations; federal, state, and local government budget uncertainty, especially as it relates to infrastructure projects and taxation; currency risks and other risks associated with international operations; and other risks and uncertainties identified from time to time in the section entitled “Risk Factors” in Alta’s annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. Alta cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Alta does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

About Alta Equipment Group Inc.

Contacts

Investors:

Kevin Inda
SCR Partners, LLC

kevin@scr-ir.com
(225) 772-0254

Media:

Glenn Moore

Alta Equipment

glenn.moore@altg.com

(248) 305-2134

Document and Entity Information	May 20, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity Registrant Name	ALTA EQUIPMENT GROUP INC.
Entity Central Index Key	0001759824
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38864
Entity Tax Identification Number	83-2583782
Entity Address, Address Line One	13211 Merriman Road
Entity Address, City or Town	Livonia
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48150
City Area Code	248
Local Phone Number	449-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	ALTG
Security Exchange Name	NYSE
Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares
Trading Symbol	ALTG PRA
Security Exchange Name	NYSE