Form 8-K - Current report

0001489096false00014890962024-10-032024-10-03

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): October 3, 2024

THERMON GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35159						27-2228185
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification Number)

7171 Southwest Parkway
Building 300,			Suite 200
Austin			TX						78735
(Address of principal executive offices)									(Zip code)

Registrant’s telephone number, including area code: [phone]

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

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, $0.001 par value per share

THR

New York Stock Exchange

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 ☐

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. ☐

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Item 7.01			Regulation FD Disclosure

On October 3, 2024, Thermon Group Holdings, Inc. (NYSE: THR) (the “Company”) issued a press release announcing its acquisition of Fabbrica Apparecchiature Termoelettriche Industriali – F.A.T.I. – S.r.l., a leading European manufacturer of electrical heaters and heating systems. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report on Form 8-K is being “furnished” pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing.

Item 9.01			Financial Statements and Exhibits.
(d)			Exhibits.

Exhibit No.									Description of Exhibit
99.1									Press Release, dated October 3, 2024.

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SIGNATURES

    

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

October 3, 2024			THERMON GROUP HOLDINGS, INC.
			By:			/s/			Ryan Tarkington
									Ryan Tarkington
									Senior Vice President, General Counsel & Corporate Secretary

THERMON EXPANDS ELECTRIC HEATER OFFERING

THROUGH ACQUISITION OF F.A.T.I.

AUSTIN, TX / ACCESSWIRE / October 3, 2024 - Thermon Group Holdings, Inc. (NYSE:THR) ("Thermon" or the "Company"), a global leader in industrial process heating solutions, today announced the acquisition of Fabbrica Apparecchiature Termoelettriche Industriali S.r.L. (“F.A.T.I.”), a manufacturer of electric heaters for industrial applications, based in Milan, Italy.

F.A.T.I. is a leading designer and manufacturer of electrical heaters and heating systems for a broad range of industrial end markets, including oil & gas, pharmaceutical, renewables, nuclear and HVAC. Since its founding nearly 80 years ago, F.A.T.I. has built a high-quality portfolio of technologically advanced and reliable solutions for the industrial electric heating market that are available in over 30 countries around the globe.

“We are excited to welcome F.A.T.I. to the Thermon family, a company with strong brand recognition in the electrical heating industry that shares our passion for providing safe, reliable, and innovative solutions to diversified markets,” commented Bruce Thames, President and CEO of Thermon. “This acquisition is highly complementary to our product portfolio and broadens our geographic footprint, further strengthening our platform and enabling us to better serve the growing global market for electrification and decarbonization solutions. The addition of F.A.T.I.’s manufacturing facility in Milan, Italy strategically expands our global manufacturing footprint, and their extensive list of European certifications and customer approvals accelerate our ability to penetrate growing markets in Europe and Asia. We look forward to partnering with the tremendous team at F.A.T.I. and utilizing our Thermon Business System to scale our business and further advance our strategy to profitably grow through decarbonization, diversification, and digitization initiatives.”

This partnership marks a significant milestone for F.A.T.I., as it allows us to leverage Thermon’s extensive resources and global reach to further enhance our product offerings and better serve our customers worldwide,” said Enrico Terruzzi, General Manager of F.A.T.I. “Thermon shares our values and commitment to innovation and excellence, and we are confident that this combination will enhance our ability to drive growth and deliver exceptional value to our clients.”

F.A.T.I realized revenue of over 12 million euro in the calendar year ended December 31, 2023. purchase price of 12.5 million euro, subject to customary adjustments, was funded with cash on hand.

About Thermon

Through its global network, Thermon provides safe, reliable and mission critical industrial process heating solutions. Thermon specializes in providing complete flow assurance, process heating, temperature maintenance, freeze protection and environmental monitoring solutions. Thermon is headquartered in Austin, Texas. For more information, please visit www.thermon.com.

CONTACT:

Ivonne Salem, Vice President, FP&A and Investor Relations
[phone]

[e-mail]

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Cover Page Cover Page	Oct. 03, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 03, 2024
Entity Registrant Name	THERMON GROUP HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35159
Entity Tax Identification Number	27-2228185
Entity Address, Address Line One	7171 Southwest Parkway
Entity Address, Address Line Two	Building 300,
Entity Address, Address Line Three	Suite 200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78735
City Area Code	512
Local Phone Number	690-0600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	THR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001489096
Amendment Flag	false

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