Item 1.01. Entry into a Material Definitive Agreement.

On December 31, 2021, Altra Industrial Motion Corp. (the "Company") acquired all of the issued and outstanding membership interests of Nook Industries, LLC, a Nevada limited liability company ("Nook") pursuant to an Equity Purchase Agreement, among the Company, Nook, Nook Industries Holdings, Inc., and the sellers named therein (the "Sellers").The closing occurred on December 31, 2021.

The purchase price paid was $135,250,000, subject to customary working capital and certain other adjustments.

The Purchase Agreement contains customary indemnities, and the Company has obtained representation and warranty insurance, subject to exclusions, policy limits and certain other terms and conditions, to obtain coverage for losses that may result from a breach of certain representations and warranties made by the Sellers in the Purchase Agreement. A portion of the purchase price was deposited into an escrow account to satisfy purchase price adjustments, if any, and indemnification obligations.

The preceding description of the Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or its subsidiaries or affiliates. The representations, warranties, and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Purchase Agreement, and such subsequent information may or may not be fully reflected in the Company's public disclosures.

The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the Purchase Agreement, a copy of which will be filed with the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2021.

Item 7.01. Regulation FD Disclosure.

On January 3, 2022, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated by reference.

The information furnished under Item 7.01 of Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit
Number                                    Description
99.1        Press release dated January 3, 2022 (furnished pursuant to Item 7.01)*
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




* Filed herewith.

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