8-K
filed January 27, 2025, 6:59 PM ET
CIK 0000009984
M&A
confidence high
sentiment neutral
materiality 1.00
BARNES GROUP INC: M&A transaction — Apollo Funds complete acquisition of Barnes Group for $3.6B; stock delisted
BARNES GROUP INC
- Apollo Funds acquire Barnes for $47.50/share cash; total enterprise value ~$3.6B.
- Barnes common stock (B) delisted from NYSE effective Jan 27, 2025.
- Entire board resigned except Thomas J. Hook; Michael Kennedy appointed.
- Parent issued $750M 6.75% Senior Secured Notes due 2032 and entered $1.35B term loan plus $300M revolver.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
JoAnna L. Sohovich resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard J. Hipple resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jakki L. Haussler resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Kennedy was appointed as Director at BARNES GROUP INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
In connection with the consummation of the Merger, Michael Kennedy was appointed to the Board, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Hans-Peter Männer resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neal J. Keating resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam J. Katz resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony V. Nicolosi resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elijah K. Barnes resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daphne E. Jones resigned as Director at BARNES GROUP INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Elijah K. Barnes, Jakki L. Haussler, Richard J. Hipple, Daphne E. Jones, Adam J. Katz, Neal J. Keating, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich resigned from the board of directors of Barnes (the “Board”) and the committees thereof, effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BARNES GROUP INC: Barnes' Amended and Restated By-Laws were amended and restated in their entirety at the Effective Time of the Merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Barnes’ Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BARNES GROUP INC: Barnes' Restated Certificate of Incorporation was amended and restated in its entirety at the Effective Time of the Merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Barnes’ Restated Certificate of Incorporation and Amended and Restated By-Laws were amended and restated in their entirety.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BARNES GROUP INC underwent a change of control involving Goat Holdco, LLC for $47.50 per share in cash (closed 2025-01-27).
- Action
- change of control
- Counterparty
- Goat Holdco, LLC
- Consideration
- $47.50 per share in cash
- Closing
- 2025-01-27
Exact text from the filing
effectively withdraw or lose their right to appraisal and payment under Delaware law with respect to such Common Shares), were automatically converted into the right to receive $47.50 per share in cash, without interest (the “Merger Consideration”). At the Effective Time, on the terms and subject to the conditions of the Merger Agreement, each then-outstanding
View on SEC.gov
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