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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.88M
Business-Combination Transaction
2: EX-5.1 Opinion of Counsel re: Legality HTML 56K
3: EX-5.2 Opinion of Counsel re: Legality HTML 59K
4: EX-5.3 Opinion of Counsel re: Legality HTML 53K
6: EX-23.1 Consent of Experts or Counsel HTML 36K
7: EX-24.1 Power of Attorney HTML 43K
8: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 107K
or T-2
9: EX-99.1 Miscellaneous Exhibit HTML 60K
5: EX-12.1 Statement re: Computation of Ratios HTML 53K
16: R1 Document and Entity Information HTML 50K
17: R2 Condensed Consolidated Balance Sheets HTML 135K
18: R3 Condensed Consolidated Balance Sheets HTML 42K
(Parenthetical)
19: R4 Condensed Consolidated Statements of Income HTML 78K
20: R5 Condensed Consolidated Statements of Comprehensive HTML 63K
Income
21: R6 Consolidated Statements of Shareholder's Equity HTML 73K
22: R7 Condensed Consolidated Statements of Cash Flows HTML 132K
23: R8 Summary of Significant Accounting Policies HTML 106K
24: R9 Segments HTML 119K
25: R10 Acquisition HTML 55K
26: R11 Goodwill HTML 54K
27: R12 Other Intangible Assets HTML 58K
28: R13 Financing Arrangements HTML 92K
29: R14 Income Taxes HTML 94K
30: R15 Share-Based Compensation HTML 77K
31: R16 Commitments, Contingencies and Litigation Judgment HTML 53K
32: R17 Lease Arrangements HTML 55K
33: R18 Pension and Postretirement Benefits HTML 154K
34: R19 Accumulated Other Comprehensive Income (Loss) HTML 68K
35: R20 Subsequent Events HTML 43K
36: R21 Supplemental Guarantor Information HTML 517K
37: R22 Basis of Presentation HTML 44K
38: R23 New Accounting Pronouncements HTML 56K
39: R24 Inventories HTML 45K
40: R25 Accrued Warranty Costs HTML 44K
41: R26 Asset Impairment HTML 40K
42: R27 Summary of Significant Accounting Policies HTML 151K
(Policies)
43: R28 Inventories (Tables) HTML 53K
44: R29 Summary of Significant Accounting Policies HTML 52K
(Tables)
45: R30 Accrued Warranty Costs (Tables) HTML 52K
46: R31 Segments (Tables) HTML 113K
47: R32 Acquisition (Tables) HTML 44K
48: R33 Goodwill (Tables) HTML 54K
49: R34 Other Intangible Assets (Tables) HTML 61K
50: R35 Financing Arrangements (Tables) HTML 85K
51: R36 Income Taxes (Tables) HTML 96K
52: R37 Share-Based Compensation (Tables) HTML 74K
53: R38 Lease Arrangements (Tables) HTML 55K
54: R39 Pension and Postretirement Benefits (Tables) HTML 161K
55: R40 Accumulated Other Comprehensive Income (Loss) HTML 65K
(Tables)
56: R41 Supplemental Guarantor Information (Tables) HTML 504K
57: R42 Summary of Significant Accounting Policies HTML 79K
(Detail)
58: R43 Inventories (Components of Inventory) (Detail) HTML 54K
59: R44 Summary of Significant Accounting Policies HTML 57K
(Schedule of Property, Plant and Equipment)
(Detail)
60: R45 Summary of Significant Accounting Policies HTML 41K
(Schedule of Depreciation) (Detail)
61: R46 Accrued Warranty Costs (Detail) HTML 51K
62: R47 Segments (Detail) HTML 41K
63: R48 Segments (Schedule of Segment Information) HTML 99K
(Detail)
64: R49 Segments (Percentage of Net Sales by Product Line) HTML 62K
(Detail)
65: R50 Segments (Company's approximate percentage of net HTML 55K
sales by geographic region) (Detail)
66: R51 Acquisitions (Detail) HTML 75K
67: R52 Acquisitions (Estimated Purchase Price Allocation) HTML 61K
(Detail)
68: R53 Goodwill (Change in Goodwill) (Detail) HTML 60K
69: R54 Other Intangible Assets (Detail) HTML 91K
70: R55 Financing Arrangements (Schedule of Long-term HTML 74K
Debt) (Detail)
71: R56 Financing Arrangements (Narrative) (Detail) HTML 163K
72: R57 Financing Arrangements (Fair Value of Debt) HTML 49K
(Detail)
73: R58 Financing Arrangements (Schedule of Maturities of HTML 51K
Long-term Debt) (Detail)
74: R59 Income Taxes (Income from Continuing Operations HTML 46K
Before Income Taxes) (Detail)
75: R60 Income Taxes (Income Taxes) (Detail) HTML 69K
76: R61 Income Taxes (Reconciliation Between Federal HTML 68K
Statutory Tax Rate and Effective Tax Rates)
(Detail)
77: R62 Income Taxes (Significant Components of the HTML 85K
Company's Net Deferred Tax Assets and Liabilities)
(Detail)
78: R63 Income Taxes (Detail) HTML 76K
79: R64 Income Taxes (Reconciliation of Unrecognized Tax HTML 48K
Benefits) (Detail)
80: R65 Stock-Based Compensation (Summary of Stock Option HTML 77K
Activity) (Detail)
81: R66 Stock-Based Compensation (Narrative) (Detail) HTML 76K
82: R67 Stock-Based Compensation (Summary of Restricted HTML 94K
Share Activity) (Detail)
83: R68 Commitments, Contingencies and Litigation HTML 59K
Settlement (Detail)
84: R69 Lease Arrangements (Schedule of Future Minimum HTML 85K
Lease Commitments) (Detail)
85: R70 Lease Arrangements (Detail) HTML 46K
86: R71 Lease Arrangements (Schedule of Capital Leased HTML 46K
Assets) (Detail)
87: R72 Pensions and Postretirement Benefits (Change in HTML 85K
benefit obligation) (Detail)
88: R73 Pensions and Postretirement Benefits (Amounts HTML 69K
recognized in the balance sheet) (Detail)
89: R74 Pensions and Postretirement Benefits HTML 57K
(Weighted-average asset allocation) (Detail)
90: R75 Pensions and Postretirement Benefits (Assets by HTML 73K
fair value hierarchy) (Detail)
91: R76 Pensions and Postretirement Benefits (Fair value HTML 60K
assumptions) (Detail)
92: R77 Pensions and Postretirement Benefits (Detail) HTML 70K
93: R78 Pension and Postretirement Benefits (Components of HTML 91K
net periodic benefit) (Detail)
94: R79 Pensions and Postretirement Benefits (Expected HTML 65K
future benefit payments) (Detail)
95: R80 Pensions and Postretirement Benefits (Effect of HTML 48K
one-percentage-point change in the assumed health
care cost trend rate) (Detail)
96: R81 Accumulated Other Comprehensive Income (Loss) HTML 57K
(Components of accumulated comprehensive loss)
(Detail)
97: R82 Subsequent Events (Detail) HTML 60K
98: R83 Supplemental Guarantor Information (Condensed HTML 195K
Consolidating Balance Sheets) (Detail)
99: R84 Supplemental Guarantor Information (Consolidating HTML 148K
Statements of Operations and Comprehensive Income
(Loss)) (Detail)
100: R85 Supplemental Guarantor Information (Condensed HTML 148K
Consolidating Statements of Cash Flows) (Detail)
101: R86 Asset Impairment (Detail) HTML 41K
103: XML IDEA XML File -- Filing Summary XML 203K
102: EXCEL IDEA Workbook of Financial Reports XLSX 126K
10: EX-101.INS XBRL Instance -- pkoh-20170331 XML 4.41M
12: EX-101.CAL XBRL Calculations -- pkoh-20170331_cal XML 354K
13: EX-101.DEF XBRL Definitions -- pkoh-20170331_def XML 862K
14: EX-101.LAB XBRL Labels -- pkoh-20170331_lab XML 1.72M
15: EX-101.PRE XBRL Presentations -- pkoh-20170331_pre XML 1.34M
11: EX-101.SCH XBRL Schema -- pkoh-20170331 XSD 213K
104: ZIP XBRL Zipped Folder -- 0001193125-17-215066-xbrl Zip 299K
| EX-5.1 |
Exhibit 5.1
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 • FACSIMILE: +1.216.579.0212
Park-Ohio Industries, Inc.
6065 Parkland Blvd.
| Re: | Registration Statement on Form S-4 Filed by Park-Ohio Industries, Inc. Relating to the Exchange Offer (as defined below) |
Ladies and Gentlemen:
We have acted as counsel for Park-Ohio Industries, Inc., an Ohio corporation (the “Company”), and the Subsidiary Guarantors (as defined below), in connection with the Registration Statement on Form S-4 to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $350,000,000 aggregate principal amount of 6.625% Senior Notes due 2027 of the Company (the “Exchange Notes”) for an equal principal amount of 6.625% Senior Notes due 2027 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of April 17, 2017 (the “Indenture”), by and among the Company, the guarantors listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the guarantors listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors”; such Other Guarantors and the Covered Guarantors are collectively referred to as the “Subsidiary Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on an unsecured senior basis by the Subsidiary Guarantors.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.
Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.
ALKHOBAR • AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • JEDDAH • LONDON • LOS ANGELES • MADRID MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MOSCOW • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH · RIYADH SAN DIEGO • SAN FRANCISCO • SÃO PAULO · SHANGHAI • SILICON VALLEY · SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON
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| Park-Ohio Industries, Inc. Page 2 |
2. The Guarantee of the Exchange Notes (each, an “Exchange Guarantee”) of each Covered Guarantor, when it is issued and delivered in exchange for the Guarantee of the Outstanding Notes (each, an “Outstanding Guarantee”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.
3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
For purposes of the opinions expressed herein, we have assumed that: (i) the Trustee has authorized, executed and delivered the Indenture; (ii) the Outstanding Notes have been, and the Exchange Notes will be, duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
For the purposes of our opinion set forth in paragraph 3 above, we have further assumed that (a) each of the Other Guarantors is a corporation or limited liability company existing and in good standing under the laws of its jurisdiction of incorporation or organization as listed opposite such Other Guarantor’s name on Annex B hereto (each, a “Jurisdiction”); (b) the Indenture and the Exchange Guarantees (i) have been authorized by all necessary corporate or limited liability company action, as applicable, of each of the Other Guarantors and (ii) have been executed and delivered by each of the Other Guarantors under the laws of the applicable Jurisdiction; and (c) the execution, delivery, performance and compliance with the terms and provisions of the Indenture and the Exchange Guarantees by each of the Other Guarantors do not violate or conflict with the laws of the applicable Jurisdiction, the provisions of its articles of incorporation, bylaws or other similar formation or organizational documents, as applicable, or any rule, regulation, order, decree, judgment, instrument or agreement binding upon or applicable to such Other Guarantor or its properties.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.
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| Park-Ohio Industries, Inc. Page 3 |
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Subsidiary Guarantors. The opinions expressed herein are limited to (i) the laws of the State of Ohio, (ii) the laws of the State of Texas, (iii) the laws of the State of Illinois, (iv) the laws of the State of Michigan, (v) the laws of the Commonwealth of Pennsylvania, and (vi) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, in each case of (i) through (vi) as currently in effect, and we express no opinion or view as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |
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| Park-Ohio Industries, Inc. Page 4 |
Annex A
Covered Guarantors
| Name of Covered Guarantor |
Jurisdiction of Incorporation or Organization | |
| Ajax Tocco Magnethermic Corporation |
Ohio | |
| Apollo Aerospace Components LLC |
Ohio | |
| ATBD, Inc. |
Ohio | |
| Bates Rubber, Inc. |
Ohio | |
| Control Transformer, Inc. |
Ohio | |
| Elastomeros Tecnicos Moldeados, Inc. |
Texas | |
| EP Cleveland Holdings, Inc. |
Delaware | |
| EP Realty Holdings, Inc. |
Delaware | |
| Feco, Inc. |
Illinois | |
| Fluid Routing Solutions, LLC |
Delaware | |
| Gateway Industrial Supply LLC |
Ohio | |
| General Aluminum Mfg. Company |
Ohio | |
| Induction Management Services, LLC |
Michigan | |
| Integrated Holding Company |
Ohio | |
| Integrated Logistics Holding Company |
Ohio | |
| Integrated Logistics Solutions, Inc. |
Ohio | |
| Lewis & Park Screw & Bolt Company |
Ohio | |
| Park-Ohio Forged & Machined Products LLC |
Ohio | |
| Park-Ohio Products, Inc. |
Ohio | |
| Pharmaceutical Logistics, Inc. |
Ohio | |
| Pharmacy Wholesale Logistics, Inc. |
Ohio | |
| P-O Realty LLC |
Ohio | |
| POVI L.L.C. |
Ohio | |
| Precision Machining Connection LLC |
Ohio | |
| RB&W Ltd. |
Ohio | |
| RB&W Manufacturing LLC |
Ohio | |
| Red Bird, Inc. |
Ohio | |
| Snow Dragon LLC |
Ohio | |
| ST Holding Corp. |
Ohio | |
| STMX, Inc. |
Ohio | |
| Summerspace, Inc. |
Ohio | |
| Supply Technologies LLC |
Ohio | |
| Supply Technologies Procurement Company, Inc. |
Delaware |
|
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| Park-Ohio Industries, Inc. Page 5 |
| The Ajax Manufacturing Company |
Ohio | |
| The Clancy Bing Company |
Pennsylvania | |
| TW Manufacturing Co. |
Ohio | |
| WB&R Acquisition Company, Inc. |
Pennsylvania |
|
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| Park-Ohio Industries, Inc. Page 6 |
Annex B
Other Guarantors
| Name of Other Guarantor |
Jurisdiction of Incorporation or Organization | |
| Blue Falcon Travel, Inc. |
Alabama | |
| Tocco, Inc. |
Alabama | |
| Autoform Tool & Manufacturing, LLC |
Indiana |
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/27/17 | CORRESP | ||
| 4/17/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/06/17 SEC UPLOAD¶ 9/30/17 1:56K Park Ohio Industries Inc./OH |