Fox Factory Holding Corp. amended its earn out agreement with the sellers of Race Face/Easton (Easton Cycling USA Inc.) so that it can accelerate integration of the businesses, which it acquired in late 2014.
Under the asset purchase agreement, Fox Factory was required to operate the Race Face/Easton business separately so it could track their performance for the purpose of calculating earn out payments to the sellers.
In a filing with the Securities and Exchange Commission Monday, Fox Factory said that it is clear from performance and projections that Easton has achieved the maximum 2015 earn-out of CAD$9.00 million and is on target to achieve the maximum 2016 earn out of CAD10.5 million. To accelerate integration of the business, Fox Factory has guaranteed it will make those maximum earn out payments as long as Chris Tutton remains employed by the company through Oct. 31, 2015 and Oct. 31, 2015 unless he is terminated with just cause or for good reason. The amendment also removes all operational financial and any other post-closing covenants placed on Fox Factory and its subsidiaries under the original asset purchase agreement.
Integration will enable Fox to bundle Fox's legacy suspension products with Easton's products in the OEM market, better align international distribution, collaborate on technology at a deeper level across the business lines, begin producing some Easton products at Fox Factory's new factory in Taiwan, simplify accounting and free up Tutton, to focus on broader initiatives rather than just Easton's business.
