Thor Industries, Inc. (NYSE:THO) entered into a stock purchase agreement to acquire Erwin Hymer Group AG & Co. KG from Hymer family for €2.2 billion on September 18, 2018. Under the terms of the agreement, Thor Industries will acquire all of the issued and outstanding shares of capital stock of Erwin Hymer Group for cash consideration of approximately €1.7 billion and approximately 2.3 million shares of Thor's common stock. Thor will also assume debt of Erwin Hymer Group and its affiliates, of approximately €300 million. As on January 30, 2019, the terms of the deal were revised. Under the terms of the revised agreement, Thor Industries would pay €1.7 billion to acquire Erwin Hymer Group AG & Co. KG. Now, EHG’s North American operations will not be included in the deal and as a result, there will be a purchase price reduction of up to €170 million. As a result of change in terms, there will be a reduction of €180 million in obligations of EHG that Thor would have otherwise assumed under the terms of the original stock purchase agreement. The equity consideration component of the purchase price is not anticipated to change. The purchase price is subject to certain adjustments. Under the terms of the agreement, Thor will also be required to register the resale of Thor's common stock issued to Hymer family as consideration in the transaction with the U.S. Securities & Exchange Commission. The purchase price will be funded with cash and equity. In connection with the agreement, Thor entered into a debt commitment letter with JPMorgan Chase Bank, N.A. and Barclays, pursuant to which JPMorgan and Barclays have committed to provide a seven-year term loan in an aggregate principal amount of $2.3 billion (€1.96811 billion) and a five-year senior secured asset based loan in the aggregate amount of $750 million (€641.775 million), subject in each case to the satisfaction of certain customary closing conditions. As a result of the change in terms, the size of Thor’s previously syndicated term loan facility will be reduced by an amount equal to reduction in the purchase price (up to €170 million). In case of termination, Thor will pay a breakup fee of approximately €60 million. Post the transaction, Erwin Hymer Group and all its brands will be retained, except for its North American operations. Martin Brandt will continue to lead the Erwin Hymer Group business post-closing as its Chief Executive Officer, reporting directly to Thor’s Chief Executive Officer, Bob Martin. Under the terms of the agreement, Thor has agreed not to close certain of Erwin Hymer Group’s manufacturing sites in Germany, including Erwin Hymer Group’s headquarters, or to terminate any employees on operational grounds at those sites for a period of three years from the closing date, subject to certain exceptions. The transaction is subject to customary closing conditions, including regulatory, antitrust and other necessary approvals. The transaction has been approved by Thor’s Board of Directors. As of November 23, 2018, Federal Trade Commission has approved the deal. The transaction is expected to close the second quarter of fiscal 2019. As of January 21, 2019, the transaction is expected to complete in third quarter of fiscal 2019. As of January 30, 2019, the transaction is expected to close on February 1, 2019. Thor expects the transaction to be accretive to earnings per share in the first year, before taking into account anticipated synergies, purchase accounting adjustments and transaction-related expenses. Barclays acted as financial advisor and Matthias Franz of Ernst & Young LLP acted as accountant to Thor. Macquarie Capital acted as financial advisor for Erwin Hymer Group. Mark I. Greene and Aaron M. Gruber of Cravath Swaine & Moore acted as legal advisors for Erwin Hymer. Thorsten Ehrhard and Timo Rinne of EY Law acted as legal advisors and Harald Diebel, Robert Polatzky and Alexandra Römer of EY acted as accountants for Erwin Hymer. Emery Mitchell, Thorsten Seidel, Thomas Dörmer, Crews Lott, Michael Hamilton, Oliver Socher, Bernhard Trappehl, Rembert Niebel, Tim Heitling, Brooke Mestre, Holger Engelkamp, Daniel Neudecker, Tanner Bodin, Daniel Bork, Marta Zuliamis, Astrit Rexhaj, Andreas Jauch, Claire Dietz-Polte and Maximilian Voll of Baker & McKenzie acted as legal advisors for Thor while Hans-Jörg Ziegenhain, Daniel Möritz, Markus Röhrig, Matthias Scheifele, Dirk Uwer, Daniel Weiß, Gunther Wagner, Peter Dampf, Andrea Schlaffge, Jakub Lorys, Johannes Baumann, Aris Marinello, Thomas Weierer, Florian Dendl, Sebastian Adam, Alexander Wellerdt, Deniz Tschammler, Anja Balitzki and Christina Wolf of Hengeler Mueller acted as legal advisors for Erwin Hymer. JP Morgan acted as financial advisor and provided fairness opinion to Thor Industries. Patrick Ryan, Dan Kay, Cristina Gonzalez, Adam Cohen, Sarah Katz and Alysha Sekhon of Simpson Thacher acted as legal advisors to the arrangers, including JP Morgan Chase Bank, as lead arranger and administrative agent. Tibor Fedke, Alexander Ritvay and Robert Korndörfer of Noerr and Alvaro Membrillera and Angelo Bonvino of Paul Weiss Rifkind Wharton & Garrison acted as legal advisors for KPS Capital Partners. Oliver Felsenstein, David Walker, Leif Schrader, Stefan Süß, Susanne Decker and Sebastian Pauls of Latham & Watkins acted as legal advisors for Centerbridge. Joachim Hasselbach of Clifford Chance acted as legal advisor for Cinven. Susan Hutton and Megan MacDonald of Stikeman Elliott acted as legal advisor to Erwin Hymer Group. Hunton Andrews Kurth LLP acted as legal advisor to THOR INDUSTRIES, INC. Thor Industries, Inc. (NYSE:THO) completed the acquisition of Erwin Hymer Group AG & Co. KG from Hymer family for €1.9 billion on February 1, 2019. Thor Industries paid cash consideration of approximately €1.5 billion and issued its 2.3 million shares. Thor Industries also assumed debt of EHG and its affiliates, of approximately €315 million, a portion of which will be refinanced as of closing. The purchase price was funded through a combination of available cash of approximately $95 million (€81.5 million), debt, and the issuance of 2.3 million shares of Thor's common stock. The debt financing consists of two credit facilities led by J.P. Morgan and Barclays which included $2.1 billion (€1.8 billion) term loan B with a 7-year maturity and $750 million (€643 million), 5-year senior secured asset based loan facility.