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Deal announced Nov 2020 · California Verified

CSW Industrials to Acquire TRUaire for $360 Million

CSW Industrials, through its subsidiary RectorSeal, has entered into a stock purchase agreement to acquire T.A. Industries d/b/a TRUaire. The total consideration is $360 million, consisting of $284 million in cash and 849,852 shares of CSWI common stock. The transaction is expected to close subject to regulatory approvals and customary conditions.

“On November 4, 2020, CSW Industrials, Inc., a Delaware corporation (the “Company”), and RectorSeal, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“RectorSeal”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with T.A. Industries, Inc. d/b/a TRUaire, a California corporation (“TRUaire”), the holders of the outstanding capital stock of TRUaire (the “Sellers”), and Yongki Yi, as Seller Representative. Pursuant to the Purchase Agreement, RectorSeal has agreed to purchase all of the issued and outstanding shares of common stock of TRUaire in exchange for consideration consisting of $284 million in cash and 849,852 shares of the Company’s common stock, $0.01 par value per share, representing aggregate consideration at signing of $360 million, based on the closing price of the Company’s common stock on November 4, 2020 (the “Transaction”).”

Entities

CSW Industrials Inc. · Acquirer RectorSeal · Acquirer T.A. Industries, Inc. d/b/a TRUaire · Target
HVAC Sentiment: Neutral

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