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SEC Filings

8-K
NN INC filed this Form 8-K on 10/20/2015
Entire Document
 


Memorandum fairly presents in all material respects the financial results of Autocam and its subsidiaries as of the respective dates indicated in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved. The consolidated financial statements of PEP included in the Offering Memorandum, together with the related schedules and notes, fairly present in all material respects the financial condition of PEP and its subsidiaries as of the respective dates indicated and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the respective periods specified, in each case in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise indicated in the notes thereto). The pro forma financial information and the related notes thereto included in the Offering Memorandum have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Offering Memorandum. The summary and selected consolidated financial data of each of the Company and PEP included in the Offering Memorandum fairly present in all material respects the information shown therein and have been compiled on a basis consistent with that of the consolidated financial statements of each of the Company and PEP included in the Offering Memorandum. The other financial information of each of the Company and PEP included in the Offering Memorandum has been derived from the accounting records of the Company and its subsidiaries and PEP and its subsidiaries, as applicable, and present fairly, in all material respects, the information shown thereby. The Offering Memorandum include all financial and other information required to be included in connection with the presentation of “non-GAAP financial measures” (as defined in Item 10 of Regulation S-K) therein, and the presentation of such non-GAAP financial measures therein complies with Regulation G and Item 10 of Regulation S-K, as applicable. Each of the Company and its subsidiaries and PEP and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), required to be disclosed in the Offering Memorandum that are not so disclosed.

(r) Incorporation and Good Standing. The Company has been duly incorporated and is validly existing and in good standing as a corporation under the General Corporation Law of the State of Delaware, with the requisite power and authority to own and lease its properties and conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under this Agreement. The Company is duly qualified to do business as a foreign corporation in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company’s subsidiaries has been duly incorporated or organized, as applicable, and is validly existing and in good standing as a corporation or limited liability company, as applicable, under the laws of the jurisdiction of its incorporation or organization, as applicable, with the requisite power and authority (corporate or limited liability company, as applicable) to own and lease its properties and conduct its business as described in the Offering Memorandum. Each of the Company’s subsidiaries is duly qualified to do business as a foreign corporation or limited liability company, as applicable, in good standing in all jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification,

 

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