COLUMBUS MCKINNON CORP (CMCO): M&A transaction — Columbus McKinnon closes $2.7B cash acquisition of Kito Crosby on Feb 3, 2026

On January 30, 2026, the Company completed an offering of $900.0 million in aggregate principal amount of its 7.125% Senior Secured Notes due 2033 (the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), outside the United States to certain persons in reliance on Regulation S under the Securities Act or to “institutional” accredited investors (as defined in Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under Regulation D promulgated under the Securities Act).

Term Loan B Facility: An aggregate $1,650.0 million Term Loan B Facility, which requires quarterly principal amortization of 0.25% with the remaining principal due at the maturity date.

Revolving Facility: An aggregate $500.0 million Revolving Facility, which includes sublimits for the issuance of letters of credit and bankers’ acceptances, swingline loans and multi-currency borrowings in certain specified foreign currencies. The Revolving Facility matures five years after the closing date of the Kito Crosby Acquisition and the entry into the New Credit Agreement.

On February 3, 2026, as contemplated by the Investment Agreement, the Company issued and sold to the CD&R Investor 800,000 Preferred Shares for an aggregate purchase price of $800.0 million or $1,000 per Preferred Share, pursuant to the Investment Agreement.

On January 29, 2026 and as contemplated by the Investment Agreement, the Company filed a certificate of amendment (the “Preferred Shares Amendment”) to the Company’s Restated Certificate of Incorporation with the New York State Department of State establishing the rights, preferences, privileges, qualifications, restrictions and limitations of the new Preferred Shares.

On January 29, 2026 and as contemplated by the Investment Agreement, the Company filed a certificate of amendment (the “Authorized Shares and Preemptive Rights Amendment”) to the Company’s Restated Certificate of Incorporation with the New York State Department of State to (i) increase the number of authorized shares of the Company’s capital stock from 51,000,000 shares to 101,000,000 shares and to increase the number of authorized Common Shares from 50,000,000 Common Shares to 100,000,000 and (ii) permit the exercise by the CD&R Investor and its affiliated funds of preemptive rights provided for in the Investment Agreement for so long as the CD&R Investor and its affiliated funds hold Preferred Shares (or Common Shares issued upon conversion of the Preferred Shares) representing at least 25% of the Preferred Shares initially issued to the CD&R Investor to participate in future equity and equity-linked issuances by the Company to the extent necessary to maintain their pro rata ownershi

On February 3, 2026, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement, the Company completed the Kito Crosby Acquisition. The aggregate consideration paid by the Company was $2.7 billion in cash, subject to certain customary adjustments with respect to, among other things, cash, debt, transaction expenses and working capital set forth in the Stock Purchase Agreement.

The Notes were issued pursuant to an indenture, dated as of January 30, 2026 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) and as note collateral agent (the “Note Collateral Agent”).

On February 3, 2026, and in connection with the closing of the Kito Crosby Acquisition, the Company, Columbus McKinnon EMEA GmbH and certain other subsidiaries of the Company entered into a credit agreement (the “New Credit Agreement”) with the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent.