SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 30, 2009
PROLIANCE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
(State or other jurisdiction
(Commission File Number)
|100 Gando Drive, New Haven, Connecticut 06513
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2009, Proliance International, Inc., a Delaware corporation (the Company),
through its wholly-owned subsidiary Aftermarket Delaware Corporation (the Seller) entered into a
Sale and Purchase Agreement (the Agreement) with its subsidiary Nederlandse Radiateuren Fabriek
B.V. (NRF), MC Radiator B.V.i.o. (the Buyer) and Mentha Capital Vintage Year II B.V. with
respect to the sale of the outstanding capital stock of NRF to the Buyer, subject to the
competitive bidding process described below. The purchase price for the stock as set forth in the
Agreement is Euro 13.5 million. In connection with the Agreement, Buyer has agreed to deposit Euro
1.0 million into escrow to support its obligations under the Agreement.
On July 2, 2009, the Company and certain of its United States subsidiaries (together with the
Company, the Debtors) filed voluntary petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court of the District of
Delaware (the Bankruptcy Court). The cases are being jointly administered as In re: Proliance
International, Inc., Case No. 09-12278.
The Agreement and the transactions contemplated by the Agreement will be subject to the
provisions of Section 363 of the Bankruptcy Code and approval by the Bankruptcy Court. Buyer
entered into the Agreement as a stalking horse bidder, and its purchase of the capital stock of
NRF under the Agreement is subject to Sellers solicitation of higher or otherwise better offers
pursuant to specified bidding procedures and an auction process to be conducted under the
supervision of the Bankruptcy Court. The Agreement provides that the Seller will be obligated to
pay a break-up fee equal to Euro 500,000, plus reimbursement of up to Euro 100,000 of Buyers
reasonable expenses, in certain circumstances, including the consummation of a competing
transaction with another bidder.
The closing under the Agreement is subject to a number of conditions, including the entry of
the bid procedures order by the Bankruptcy Court providing for the auction process and the approval
of the breakup fee and expense reimbursement described above, the entry of a sale order by the
Bankruptcy Court authorizing the completion of the transaction with Buyer, the release of liens
held by Proliances senior lender and other customary conditions.
The Agreement may be terminated by either party if the transaction has not been completed by
120 days after the execution of the Agreement, if Sellers enter into an agreement with respect to a
competing transaction or if the Bankruptcy Court enters an order approving a competing transaction.
The Agreement will also be terminated automatically if Sellers complete a competing transaction
with another party, as well as by Buyer or Sellers in other customary circumstances.
The foregoing description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Agreement, a copy of which is filed with the Bankruptcy Court, and
may be viewed at www.pliinfo.com.
Item 8.01. OTHER EVENTS
On January 4, 2010, the Company issued a press release relating to the matters described in
this report. A copy of the press release is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is attached to this Current Report on Form 8-K:
||Press Release dated January 4, 2010