--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-25-001965" form_type: "8-K" ticker: null cik: "0000009984" company_name: "BARNES GROUP INC" filed_at: "2025-01-27T23:59:59+00:00" generated_at: "2026-05-27T09:58:01.248315+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Apollo Funds complete acquisition of Barnes Group for $3.6B; stock delisted ## Summary - 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. ## SEC filing metadata - accession: 0001140361-25-001965 - form_type: 8-K - cik: 0000009984 - company_name: BARNES GROUP INC - filed_at: 2025-01-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/ef20042046_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-25-001965 - JSON: https://secwatch.observer/filing/0001140361-25-001965.json - Plain text: https://secwatch.observer/filing/0001140361-25-001965.txt ## Key facts - Executive change JoAnna L. Sohovich resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Richard J. Hipple resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Jakki L. Haussler resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Michael Kennedy was appointed as Director at BARNES GROUP INC. - Action: appointed - Role: Director source text: In connection with the consummation of the Merger, Michael Kennedy was appointed to the Board, effective as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Hans-Peter Männer resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Neal J. Keating resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Adam J. Katz resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Anthony V. Nicolosi resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Elijah K. Barnes resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Executive change Daphne E. Jones resigned as Director at BARNES GROUP INC. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/9984/000114036125001965/0001140361-25-001965-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.