Jim Hammil leaving Roadtrek/Hymer?

[Glamper]

So what would Thor's reason be for dropping EHGNA from the deal? I seriously doubt they made that decision based on an industry blogger.

[wincrasher]

Try to keep up. The news of this came out as a result of the due diligence audit Thor conducted as part of their acquisition of Erwin Hymer Group. These audits are common prior to the purchase - not unlike a home inspection before you buy a house. You want to know if there are termites! In this case, they found rats!

[RossWilliams]

"I find it hard to believe Thor would decouple EHG NA from any acquisition and rework a major purchase agreement on 'reporting irregularities'."

Why wouldn't they if they didn't really want EHG NA anyway but they very much did want EHGA's european business?

"Thor is a publicly traded company and does not want any negative EHG NA news to impact the stock. "

Thor is a publicly traded company and it would be illegal for them to fail to report the "irregularities". Which may be reason enough to want to push them off their plate.

"I have been part of mergers and acquisition as a senior executive"

I can't imagine that you would have made decisions based on the information available to you here. And while Thor may have better information, finding out that one of the units they were buying had significantly inflated its sales would be enough to make most senior executives step back. Particularly if the seller couldn't really tell you what the scope of the problem was, what the legal exposure might be or determine the likely public relations impact.

[booster]

I find it interesting that anyone would disregard and even insult the opinions of people who have actually worked on and been involved in acquisitions. Executives, accountants, auditors, engineers, etc have all chimed in, but the opinion of someone who has never been involved in any of this kind of stuff (as far as we know) is being claimed as more insightful than the the opinions of those who have actually done it. Personally, I would rather have a doctor treat my illnesses and a mechanic fix my vehicles, rather than the other way around, but that is just me.

[rowiebowie]

Originally Posted by RossWilliams

I can't imagine that you would have made decisions based on the information available to you here. And while Thor may have better information, finding out that one of the units they were buying had significantly inflated its sales would be enough to make most senior executives step back. Particularly if the seller couldn't really tell you what the scope of the problem was, what the legal exposure might be or determine the likely public relations impact.

The Hymer/Roadtrek situation is unprecedented and ripe for speculation and opinion. These are not "decisions" as that implies the power to act upon the situation.

Now, if we were on a jury in this case (should it come to that), I'm sure nobody here would say there's enough information yet to know anything for sure. For now, the things said on this forum will not have any impact on their future, so I say lighten up and carry on.
.

[RossWilliams]

"I find it interesting that anyone would disregard and even insult the opinions of people who have actually worked on and been involved in acquisitions."

They aren't "opinions", they are pure speculation. When they post their resumes and references, I'll treat their speculation as professional judgments. Until then, they are going to have to rely on something beyond their personal authority.

I have accounting training ... I took accounting 1-001 in college.

In my experience, understanding the limits of your knowledge is far more important than what you know in exercising good judgment.

[booster]

Originally Posted by RossWilliams

They aren't "opinions", they are pure speculation.

That opinion is pure speculation, in my opinion, so I guess we all can chose to consider it false.

[RossWilliams]

" would rather have a doctor treat my illnesses and a mechanic fix my vehicles, rather than the other way around, but that is just me."

On the other hand a lot of people seem to have taken Booster's advice on battery problems over the technicians at Roadtrek.

[rowiebowie]

Originally Posted by booster

I find it interesting that anyone would disregard and even insult the opinions of people who have actually worked on and been involved in acquisitions. Executives, accountants, auditors, engineers, etc have all chimed in, but the opinion of someone who has never been involved in any of this kind of stuff (as far as we know) is being claimed as more insightful than the the opinions of those who have actually done it. Personally, I would rather have a doctor treat my illnesses and a mechanic fix my vehicles, rather than the other way around, but that is just me.

Originally Posted by RossWilliams

" would rather have a doctor treat my illnesses and a mechanic fix my vehicles, rather than the other way around, but that is just me."

On the other hand a lot of people seem to have taken Booster's advice on battery problems over the technicians at Roadtrek.

How did you miss the key passage in his previous post "opinions of those who've actually done it"? Booster is qualified to give battery advice because he's one of those who's actually done it.
.

[B Eventually]

Originally Posted by ClassB4Me

One has to wonder why you are taking this so seriously...

Are you related to any of the principles at EHG NA?

Are you on sick leave at home awaiting your fate?

You seem to be taking this so very personally.

Originally Posted by RossWilliams

"Are you on sick leave at home awaiting your fate?"

No, I am waiting for the temperature to get above -30 ...

Did anyone else catch Ross' response to the question: Are you related to any of the principles at EHG NA?

Let the speculating begin!

[booster]

Originally Posted by RossWilliams

" would rather have a doctor treat my illnesses and a mechanic fix my vehicles, rather than the other way around, but that is just me."

On the other hand a lot of people seem to have taken Booster's advice on battery problems over the technicians at Roadtrek.

Of course you are forgetting that all the techs are stating what management and sales has told them too, most likely My guess would be if you could get an honest answer out of them, it would be quite good information, as we have heard that many of the techs are quite talented, but of course we don't have signed statements so it all speculation.


So if folks are listening to advice from folks on this forum, they are really comparing internet forum posters (always questionable but can be very good or very bad) to what management says to attempt to minimize fallout of problems, IMO. Pick your poison. Of course this is just another attempt to turn the discussion away and make it personal issues and attacks, but we are getting pretty used to this.

[booster]

Originally Posted by B Eventually

Did anyone else catch Ross' response to the question: Are you related to any of the principles at EHG NA?

Let the speculating begin!

Perfectly logical answer in this part of the country.


Just needs to get the ice off the lakes so he can go "motor fishing" instead of doing it here.

[RossWilliams]

No, someone having actually done it makes me an accounting expert. I'm not.

[rowiebowie]

Originally Posted by RossWilliams

No, someone having actually done it makes me an accounting expert. I'm not.

Keep at it. I'm sure you'll become an expert at something. A mind is a terrible thing to waste.
.

[RossWilliams]

"Of course this is just another attempt to turn the discussion away and make it personal issues and attacks, but we are getting pretty used to this."

Yes, they should. You engage in ad-hominens and you don't even recognize it. You set yourself up as an expert and then claim someone is making it "personal" when they challenge your expertise. There are plenty of experts on battery banks out there who don't agree with you and are not working for anyone with any stake in the decision.

But those techs that disagree with you are just liars.

[RossWilliams]

I have no ambitions when it comes to accounting. Nor battery engineer. Nor international RV executive.

[GeorgeRa]

Originally Posted by booster

Perfectly logical answer in this part of the country.


Just needs to get the ice off the lakes so he can go "motor fishing" instead of doing it here.

On many forums some folks act as abusive trolls, fortunately they come and go at some frequency. A few months ago, we had a bad one, technomadness I think. Fortunately, this forum has more control as compared to others like Sprinter Forum which has a designated section for venting; diesel/gas, Ford/Chevy, German engineering, guns, politics or other street wisdom.

I used to use ignore functions but quotes still make these posts visible, so I just have an internal filter spelled "George out"

[Learning]

Originally Posted by ClassB4Me

I find it hard to believe Thor would decouple EHG NA from any acquisition and rework a major purchase agreement on 'reporting irregularities'.

I have been part of mergers and acquisition as a senior executive and if it was simply a matter of reporting irregularities, the sellers could attach an addendum to compensate Thor for any unfavorable reporting errors discovered post the finalizing of the deal. What was discovered was material.

A substantial portion of funds could be placed in an escrow account for said purpose as well.

There will probably not be any criminal charges announced / filed until after the purchase has been completed. Thor is a publicly traded company and does not want any negative EHG NA news to impact the stock.

I also have experience as a Senior Executive with M&A. I don't have specific facts on the RT situation. I do have skin in the game .... just took delivery in early January on a RT van. In my experience, though, and trying to make sense of what I'm reading, I agree with ClassB4Me.

The financial issues were very likely discovered by Thor while doing their due diligence. I imagine (am guessing) that after it was discovered, they raised with EHG. Within days of the suspensions of the senior exec's, Thor announced they were carving out EHGNA. That is pretty quick given the size of this deal. I understand there could be many reasons for this but really think its unlikely that at the 11th hour they decided they didn't want the No American ops. They could have decided that much sooner and before doing the deal. What they very likely didn't want was the potential liabilities that would come along with that business.

What EHG seems to be doing right now is stopping production, taking an inventory, and figuring out what happened. They are probably willing to carve out EHGNA from the deal, because its the only way they could sell the rest of the business. I'd be very surprised if there aren't significant financial issues at RT. Having fictitious employees on the payroll as has been reported in the press (and I believe also fictitious vendors as well) is a major breach in controls. Implies cash was leaving the company and going into the hands of .... the wrong people. Also, no cash is generated from fictitious sales .... and in the end, its all about the cash. So, I'm guessing here, but I'd be surprised if there isn't a serious cash crunch at RT.

Again, I don't have any specific information. Consider this speculation if you like. Obviously, I'm very interested in whether RT will be able to continue as a going concern and have the financial wherewithal to honor their warranty.

[Glamper]

@Learning - Did you see the SEC filing I posted yesterday? Would section below referring to 'existing contracts' mean existing warranties would be honored? In which case you are OK? Press release coming Friday morning with more details.

JAN 29 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.

[ClassB4Me]

Originally Posted by Learning

I also have experience as a Senior Executive with M&A. I don't have specific facts on the RT situation. I do have skin in the game .... just took delivery in early January on a RT van. In my experience, though, and trying to make sense of what I'm reading, I agree with ClassB4Me.

Not only are you an experienced professional and a new RT owner but a knife juggler as well.



Expect to be 'lambasted' for speculating on what is happening at EHG NA. I would like to agree with you on all points, BUT my flame resistant suit is not back from the cleaners. Brace for impact!!!! /s

-- The financial issues were very likely discovered by Thor while doing their due diligence.

-- I imagine (am guessing) that after it was discovered, they raised with EHG. Within days of the suspensions of the senior exec's, Thor announced they were carving out EHGNA.

-- I understand there could be many reasons for this but really think its unlikely that at the 11th hour they decided they didn't want the No American ops.

-- What they very likely didn't want was the potential liabilities that would come along with that business.

-- They are probably willing to carve out EHGNA from the deal, because its the only way they could sell the rest of the business.

-- I'd be very surprised if there aren't significant financial issues at RT.

-- Having fictitious employees on the payroll as has been reported in the press (and I believe also fictitious vendors as well) is a major breach in controls. Implies cash was leaving the company and going into the hands of .... the wrong people. Also, no cash is generated from fictitious sales .... and in the end, its all about the cash.

-- So, I'm guessing here, but I'd be surprised if there isn't a serious cash crunch at RT.

Again, I don't have any specific information. Consider this speculation if you like.