Form 8-K - Current report

FALSE000009338900000933892024-11-012024-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2024

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York			001-04743			11-1362020
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employee Identification Number)

37-18 Northern Boulevard, Long Island City, New York 11101

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 718-392-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $2.00 per share			SMP			New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

---

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2024, Standard Motor Products, Inc., a New York corporation (the “Company”), completed its previously-disclosed acquisition (the “Acquisition”) of 100% of AX V Nissens III ApS and its direct and indirect subsidiaries (“Nissens Automotive”). The Acquisition was completed pursuant to a Share Sale and Purchase Agreement (“Purchase Agreement”), dated as of July 5, 2024, by and among the Company, the sellers party thereto, and Axcel V K/S, as the sellers’ representative. At the closing of the Acquisition, the Company paid consideration of approximately $390 million (€360 million), net of cash and assumed debt and subject to certain post-closing adjustments. The Company funded the Acquisition with borrowings under the Company's credit facility with JPMorgan Chase Bank, N.A., as administrative agent.

Item 7.01. Regulation FD Disclosure.

On November 1, 2024, the Company issued a press release announcing the closing of the acquisition of Nissens Automotive, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a)    Financial Statements of Business Acquired.

Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

(b)    Pro Forma Financial Information.

Pro forma financial information, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date that this Current Report on Form 8-K is required to be filed.

(d)    Exhibits.

99.1			Press release dated November 1, 2024 announcing the closing of Standard Motor Products, Inc.’s acquisition of Nissens Automotive.
104			Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

2

---

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			STANDARD MOTOR PRODUCTS, INC.
			By:			/s/ Nathan R. Iles
						Nathan R. Iles
						Chief Financial Officer

Date: November 1, 2024

3

---

Exhibit Index

Exhibit No.						Description
99.1						Press release dated November 1, 2024 announcing the closing of Standard Motor Products, Inc.’s acquisition of Nissens Automotive.
104						Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.

4

Exhibit 99.1

For Immediate Release

For more information, contact:

                                 Anthony (Tony) Cristello

Standard Motor Products, Inc.

[phone]

                                [e-mail]

Standard Motor Products, Inc. Completes Acquisition Of

European Aftermarket Supplier Nissens Automotive

New York, NY, November 1, 2024 – Standard Motor Products, Inc. (NYSE: SMP), a leading automotive parts manufacturer and distributor, today announced the completion of the previously-announced acquisition of AX V Nissens III APS (“Nissens”), a leading European manufacturer and distributor of aftermarket engine cooling and air conditioning products with a growing array of vehicle control technologies. Under the terms of the agreement, SMP has acquired all the issued and outstanding shares of Nissens for approximately $390 million (€360 million), net of cash and assumed debt and subject to post-closing adjustments, from Nordic private equity firm Axcel and the Nissen family.

Mr. Eric Sills, Standard Motor Products’ Chairman and CEO, stated, “We are very pleased to announce the closing of the Nissens acquisition. With this combination, we create an aftermarket leader in North America and Europe across our key product categories. The strength of Nissens’ leadership team and overall cultural fit will allow for immediate collaboration on opportunities

---

for growth through cross-selling as well as bi-directional synergies with significant savings potential. We welcome Nissens and its employees to the SMP family.”

About Standard Motor Products

Standard Motor Products is the leading manufacturer and distributor of premium replacement parts in the automotive aftermarket and a custom-engineered solutions provider to vehicle and equipment manufacturers in diverse non-aftermarket end markets. Its automotive aftermarket business is comprised of two segments, Vehicle Control and Temperature Control, while its Engineered Solutions Segment offers a broad array of conventional and future-oriented technologies in markets for commercial and light vehicles, construction, agriculture, power sports, and others. For more information about Standard Motor Products, please visit www.smpcorp.com.

About Nissens Automotive

Nissens is the leading European supplier of thermal management and engine efficiency products fully focused on servicing the resilient and steadily growing independent automotive aftermarket. The Company operates with a distinct multi-brand strategy with offerings to passenger car as well as commercial vehicle applications. Nissens is headquartered in Horsens, Denmark and was founded in 1921. For more information about Nissens, please visit www.nissens.com.

Under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Standard Motor Products cautions investors that any forward-looking statements made by the company, including those that may be made in this press release, are based on management’s expectations at the time they are made, but they are subject to risks and uncertainties that may cause actual results, events or performance to differ materially from those contemplated by such forward-looking statements. Among the factors that could cause actual results, events or performance to differ materially from those risks and uncertainties discussed in this press release are those detailed from time-to-time in prior press releases and in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K and quarterly reports on Form 10-Q. By making these forward-looking statements, Standard Motor Products undertakes no obligation or intention to update these statements after the date of this release. 

###

Cover	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 01, 2024
Registrant Name	STANDARD MOTOR PRODUCTS, INC.
Entity Incorporation, State or Country Code	NY
Entity File Number	001-04743
Entity Tax Identification Number	11-1362020
Entity Address, Address Line One	37-18 Northern Boulevard
Entity Address, City or Town	Long Island City
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11101
City Area Code	718
Local Phone Number	392-0200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $2.00 per share
Trading Symbol	SMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Central Index Key	0000093389

---