Jim Hammil leaving Roadtrek/Hymer?

[Glamper]

If EHGNA owns Road Trek, it would seem that would impact RT as well as Hymer? Hammill was CEO of RT before Hymer acquired them right? That acquisition happened in Feb 2016, wondering if they can carve out the RT part of the business and re-establish it as a separate company? https://www.roadtrek.com/news-events...-b-motorhomes/

[warpig]

Originally Posted by ponti33602

I am not seeing things slashed on Agiles on RV Trader in my "just" now search. I am also not sure how they could. The chassis cost ~$40K...........unlike what many might think I can't imagine all that much profit is in these anyway....RT needs to make a profit as well as the dealer. I do suspect the dealer will just want to move them but don't think they will sell my $150K Agile when new for $75K.

Here is where we bought ours. We got a 20% discount on an in-stock unit. Was the best deal in the country I found and called and or mailed every dealer than had a van with the features my wife wanted. The one below is 23% off at Colonial with 400 Lithium.....nice price.

There are some deals starting to happen. They have a couple 2019 Agile's for 100k.

https://www.lakeregionrvs.com/New-In...nesota-6393646

[rowiebowie]

Originally Posted by warpig

There are some deals starting to happen. They have a couple 2019 Agile's for 100k.

A really good price. I am not in the market, but if I was, for $20-$25K off I'd figure that amount takes care of the potential lack of warranty and resale value. Especially for anything of theirs that was not Ecotrek.
.

[RossWilliams]

Originally Posted by Bud

I suppose that we don't really Know which dealers are making the wise, smart appropriate decision concerning warranties. But then maybe RossWilliams knows

Bud

We do have reports from owners who are getting warranty work done with factory approval. I doubt Roadtrek is approving warranty work done by some dealers and not by others. So if a dealer isn't honoring the warranty and blaming Roadtrek, they are lying.

[RossWilliams]

Originally Posted by Glamper

If EHGNA owns Road Trek, it would seem that would impact RT as well as Hymer? Hammill was CEO of RT before Hymer acquired them right? That acquisition happened in Feb 2016, wondering if they can carve out the RT part of the business and re-establish it as a separate company? https://www.roadtrek.com/news-events...-b-motorhomes/

As a business, Roadtrek is just a brand of EHGNA. As I understand it, however, they are all still produced at the old Roadtrek Kitchner facility. The new factory in Cambridge was built to produce models under Hymer's European brands. That would be the Hymer Activ and the Carado.

With Thor buying Hymer's European operations, they will own the rights to Hymer European brands. If they aren't going to buy the North America operations, then something has to give. Apparently that is what is happening. Production of Hymer brand products has ended at the Cambridge factory. This sounds like part of the process of separating the Hymer North America operations from the Hymer European operations as Thor and Hymer had announced.

[Glamper]

Thor just filed this with SEC , EHGNA excluded, but EHG honoring 'existing contractual obligations' of N America, Thor will put out press release Friday.

http://d18rn0p25nwr6d.cloudfront.net...78b79fb52b.pdf

Thor Industries, Inc. (NYSE: THO) today announces that the closing of its pending acquisition of the Erwin Hymer Group (EHG) is anticipated to occur on February 1, 2019. Thor also announces changes to the financial terms of the stock purchase agreement with EHG resulting from the exclusion of its North American operations from the transaction. Thor and the sellers continue to work to finalize discussions to exclude EHG's North American operations from Thor's purchase of EHG, including appropriate revisions to the terms of the stock purchase agreement. The modifications are expected to include a purchase price reduction of €170 million. The size of Thor’s previously syndicated term loan facility will be reduced by an equal amount. Additionally, it is expected that there will be a reduction of €180 million in obligations of EHG that Thor would have otherwise assumed under the terms of the original stock purchase agreement. The equity consideration component of the purchase price is not anticipated to change. After the closing, EHG would continue to be obligated on its existing contractual obligations related to the North American businesses, but otherwise will not assume any obligations or liabilities of those businesses under the terms of the stock purchase agreement. The negotiated adjustments to the stock purchase agreement are expected to be made within the terms of the Company's committed acquisition debt financing agreements

[RossWilliams]

Originally Posted by Glamper

Thor just filed this with SEC , EHGNA excluded, but EHG honoring 'existing contractual obligations' of N America, Thor will put out press release Friday.

EHG would continue to be obligated on its existing contractual obligations related TO the North American businesses, but otherwise will not assume any obligations or liabilities of those businesses under the terms of the stock purchase agreement.

It says their obligations TO not OF. That sounds like Hymer NA has some contracts with EHGNA that Thor will have to honor. It could relate to services, technology or even the use of their brands. Although with "related" before "to" it would allow for a broader range than just contracts between the two entities.

[booster]

To me, the "to" would mean that is for any contracts that the EHGNA has with anybody, not with just EHG. This could be labor contracts, construction contracts, purchase orders or agreements, etc, as well as loans and all the other items of that type. Depending on how that all is defined in detail somewhere, it could be a lot of money.

[RossWilliams]

Originally Posted by warpig

There are some deals starting to happen. They have a couple 2019 Agile's for 100k.

https://www.lakeregionrvs.com/New-In...nesota-6393646

The sales guy I talked to, who sold us our rig last fall, said they may be overreacting, but they are just trying to get them off their lot. They have an RV show this weekend and another coming up and he expects they will be gone by then. I suspect they aren't the only dealer who ordered for their spring inventory and are having second thoughts about how many they can sell.

[RossWilliams]

This is a disclosure statement, not a news release. I think it is pretty clear Thor is assuming EHG's own contractual obligations, not EHGNA's. For all we know, EHG may be co-signors on large EHGNA loans or could just be the formal leaseholder on its offices. Whatever the cost, they have no doubt received consideration in the final price. They are simply disclosing they have some continuing obligations from the North America operations even though they are also stating it has been excluded from the purchase. Its lawyer talk.

But the fact that they Hymer family is holding on to EHGNA would indicate they think it has some value. Otherwise it seems they would have just given it to Thor and let them sell off its pieces.

[<<B-Guy>>]

Originally Posted by Glamper

Thor just filed this with SEC , EHGNA excluded, but EHG honoring 'existing contractual obligations' of N America, Thor will put out press release Friday.

http://d18rn0p25nwr6d.cloudfront.net...78b79fb52b.pdf

Thor Industries, Inc. (NYSE: THO) today announces that the closing of its pending acquisition of the Erwin Hymer Group (EHG) is anticipated to occur on February 1, 2019. Thor also announces changes to the financial terms of the stock purchase agreement with EHG resulting from the exclusion of its North American operations from the transaction. Thor and the sellers continue to work to finalize discussions to exclude EHG's North American operations from Thor's purchase of EHG, including appropriate revisions to the terms of the stock purchase agreement. The modifications are expected to include a purchase price reduction of €170 million. The size of Thor’s previously syndicated term loan facility will be reduced by an equal amount. Additionally, it is expected that there will be a reduction of €180 million in obligations of EHG that Thor would have otherwise assumed under the terms of the original stock purchase agreement. The equity consideration component of the purchase price is not anticipated to change. After the closing, EHG would continue to be obligated on its existing contractual obligations related to the North American businesses, but otherwise will not assume any obligations or liabilities of those businesses under the terms of the stock purchase agreement. The negotiated adjustments to the stock purchase agreement are expected to be made within the terms of the Company's committed acquisition debt financing agreements

What would one read into this aspect? .....................................

"The equity consideration component of the purchase price is not anticipated to change."

Does that relate to the buildings , equipment, and inventory currently in the name of EHG NA?

Does this Mean that these physical properties would still go to Thor as part of the deal, even though the business entity of EHG NA as a company is no longer a part of the deal?


Hard to decipher these things - maybe we will learn more on Friday.

[booster]

Originally Posted by RossWilliams

This is a disclosure statement, not a news release. I think it is pretty clear Thor is assuming EHG's own contractual obligations, not EHGNA's. For all we know, EHG may be co-signors on large EHGNA loans or could just be the formal leaseholder on its offices. Whatever the cost, they have no doubt received consideration in the final price. They are simply disclosing they have some continuing obligations from the North America operations even though they are also stating it has been excluded from the purchase. Its lawyer talk.

But the fact that they Hymer family is holding on to EHGNA would indicate they think it has some value. Otherwise it seems they would have just given it to Thor and let them sell off its pieces.

I don't think it is that clear at all. To me "related to EHNA" means just what it says any obligations that NA has are being assumed. If it didn't say "related" and just said "to EHGNA", then I would think it was was EHG was obligated to NA for.


We need and English major to translate the context of the statement, or maybe a lawyer.

[RossWilliams]

Maybe, as well as experience in corporate governance and acquisitions.

Obviously if EHNA is not being acquired, then someone has to take ownership from EHG and operate it as a separate entity. Whatever the language, I assume this is related to that separation. There could be a lot of messy details.

[RossWilliams]

Originally Posted by <<B-Guy>>

What would one read into this aspect? .....................................

"The equity consideration component of the purchase price is not anticipated to change."

I think that relates to the Thor stock (AKA equity) Hymer's owners received as apart of the purchase. But my knowledge of high finance is limited.

[Gryphon]

Originally Posted by RossWilliams

I think that relates to the Thor stock (AKA equity) Hymer's owners received as apart of the purchase. But my knowledge of high finance is limited.

I think you're right. When the deal was initially announced,it was reported that

The deal, which was flagged by Reuters last week, will see the U.S. builder of mobile homes and caravans pay the bulk of the price in cash. It will also issue 2.3 million of its shares to the Hymer family.

So I think the Hymer family is still getting the 2.3 million shares of Thor, they're just not getting as much cash.

[wincrasher]

Originally Posted by RossWilliams

I think that relates to the Thor stock (AKA equity) Hymer's owners received as apart of the purchase. But my knowledge of high finance is limited.

Equity in these transactions means the cash or equivalents that Thor is putting into the deal. There is a large loan involved. So what the banks want is that the "skin in the game" is the same as it was before.

The equity can be cash or stock or a combo of both.

[ClassB4Me]

Originally Posted by wincrasher

Equity in these transactions means the cash or equivalents that Thor is putting into the deal. There is a large loan involved. So what the banks want is that the "skin in the game" is the same as it was before.

The equity can be cash or stock or a combo of both.

I want to know who is prepared to eat a potential $100 million dollar loss in this crisis?

This is some serious money and I'm surprised the Hymer family has not made efforts to freeze the personal bank accounts / assets of many EHG NA employees (active or suspended) and family relations.

[RossWilliams]

Originally Posted by ClassB4Me

I want to know who is prepared to eat a potential $100 million dollar loss in this crisis?

This is some serious money and I'm surprised the Hymer family has not made efforts to freeze the personal bank accounts / assets of many EHG NA employees (active or suspended) and family relations.

Its not clear what the "loss" was. They still own Hymer NA which likely still has value, at least with the Roadtrek brand. Its not clear that, if there was a net financial loss, it was is a result of the reporting irregularities. It may be that without the impression those irregularities created, they wouldn't have gotten that much money to begin with.

Despite the assumptions here, its not clear there was any criminal activity by anyone. Hymer NA is a private company with no public financial reporting requirements and misleading your boss isn't generally a crime. I suspect Hymer is more concerned about the company's future and sustaining its value than they are punishing people.

[avanti]

When the dust settles, it may turn out that EHNA has negative value, and will simply serve as a bankruptcy vehicle. Quite possible that Thor will simply wait for that to happen and then pick up thr RT brand for a song.

[mumkin]

Originally Posted by avanti

When the dust settles, it may turn out that EHNA has negative value, and will simply serve as a bankruptcy vehicle. Quite possible that Thor will simply wait for that to happen and then pick up thr RT brand for a song.

That was my original speculation way back when it all started... still seems the most logical outcome at this point.