On August 1, 2024, we completed the acquisition of Tyman plc (“Tyman”), a company incorporated in England and Wales (“Tyman Acquisition”). The aggregate consideration due pursuant to the Tyman Acquisition at closing comprised 14,139,477 newly issued Quanex common shares (“New Quanex Shares”) and cash consideration of approximately $504.1 million (being the Pound Sterling amount of cash consideration of £392.2 million in respect of all of the Tyman Shares converted to U.S. Dollars at an exchange rate of 1.2855). New Quanex Shares issued in connection with the Tyman Acquisition on the New York Stock Exchange took effect on August 2, 2024 and Tyman’s shares on the London Stock Exchange were canceled.

On June 12, 2024, in connection with the Tyman Acquisition, the Company, Wells Fargo Bank, National Association (“Wells Fargo Bank”, acting as agent, swingline lender and issuing lender, the “Agent”), the other entities therein specified in the capacities therein specified, and the lenders parties thereto, entered into an amendment to the Company’s Second Amended and Restated Credit Agreement, dated as of July 6, 2022 (the “Existing Credit Agreement”, and the Existing Credit Agreement as so amended, the “Amended Credit Agreement”). The Amended Credit Agreement did not become effective until August 1, 2024 upon the completion of the Tyman Acquisition.

The Amended Credit Agreement (i) increased the senior secured revolving credit facility to an aggregate principal amount of $475 million (the “Revolving Credit Facility”) and (ii) provided for a senior secured term loan A facility in an aggregate principal amount of $500 million (the “Term Loan A Facility” and together with the Revolving Credit Facility, the “Facilities”). The Revolving Credit Facility includes alternative currency, letter of credit, and swing-line sub-facilities of $100 million, $30 million, and $15 million, respectively. The maturity date of the Facilities is five years after the acquisition effective date, maturing on August 1, 2029.

As of April 30, 2025, we are still determining the purchase price allocation for the Tyman Acquisition. A preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed is included in the table below. These estimates are subject to change and will likely result in an increase or decrease in goodwill, particularly with regard to third-party valuations and our estimates of fixed assets, intangible assets, inventory, and deferred income taxes, during the measurement period, which may extend up to one year from the acquisition date.


	As of Date of Opening Balance Sheet
	(In thousands)
Net assets acquired:
Accounts receivable	$	99,574
Inventories	211,617
Prepaid and other assets	21,516
Property, plant and equipment	157,981
Operating lease right-of-use assets	65,414
Goodwill	385,045
Intangible assets	539,285
Accounts payable	(66,769)
Accrued liabilities	(41,958)
Long-term debt	(300,684)
Operating lease liabilities	(66,228)
Deferred income taxes	(145,677)
Other liabilities	(10,502)
Net assets acquired	$	848,614
Consideration:
Total consideration, net of cash and cash equivalents	$	848,614

We used recognized valuation techniques to determine the preliminary fair value of the assets and liabilities, including the multi period excess earnings method for customer relationships and relief from royalty method for trade names and other technology with a discount rate that reflects the risk of the expected future cash flows. Tyman is allocated entirely to our Tyman reportable operating segment. For additional discussion of our reportable business segments, see Note 14, “Segment Information.”

We calculated the pro forma impact of the Tyman acquisition and the associated debt financing on our operating results for the three and six months ended and April 30, 2024. The following pro forma results give effect to these acquisitions, assuming the transaction occurred on November 1, 2023.



	Three Months Ended		Six Months Ended
	April 30, 2024		April 30, 2024

	(In thousands, except per share amounts)
	(Unaudited)
Net sales	$	475,295	$	901,828
Net income	$	16,635	$	31,563
Basic earnings per share	$	0.35	$	0.67
Diluted earnings per share	$	0.35	$	0.67