NACCO seeks to spin off materials handling business

Hyster-Yale Materials Handling, Inc. announced that it has filed a registration statement with the U.S. Securities and Exchange Commission relating to a proposed spin-off by NACCO Industries of its materials handling business to NACCO stockholders. Hyster-Yale Materials Handling, as an independent public company, will own and operate the NACCO Materials Handling Group (NMHG) subsidiary of NACCO Industries.

“Hyster-Yale Materials Handling is a strong, established company, with leading brand names and an experienced management team. As a result of the spinoff, Hyster-Yale Materials Handling will
have greater flexibility to pursue strategic growth opportunities such as acquisitions and joint ventures in the materials handling industry,” said Al Rankin, chairman, president and CEO of NACCO Industries.

He added that the spinoff will reinforce management’s focus on serving each of Hyster-Yale Materials Handling’s market segments and customer application needs. “And it will allow us to have greater flexibility to respond to changing conditions and growth markets. The spinoff will give us direct access to equity capital markets and greater access to the debt capital markets. And it will strengthen our alignment of senior management incentives with the needs and performance of the company. Finally, the spinoff will provide investors in Hyster-Yale Materials Handling with
a single industry investment option,” Rankin said.

Following the spinoff Rankin will become the Chairman, President and Chief Executive Officer of the new public company, Hyster-Yale Materials Handling. Michael Brogan, current and continuing President and Chief Executive Officer of Hyster-Yale Materials Handling’s operating company, NACCO Materials Handling Group, will also be an officer of the public entity. The other members of the operating company’s senior leadership team will continue in their current roles. Both NACCO and Hyster-Yale will be headquartered in Cleveland.

Because no stock will be issued in connection with the spin-off, NACCO Industries will not receive any proceeds from the spin-off. As a result of the spin-off, NACCO stockholders will receive shares in Hyster-Yale Materials Handling in addition to retaining their shares of NACCO Industries common stock. Hyster-Yale Materials Handling’s capital structure will have two classes of stock, similar to NACCO Industries’ capital structure. In the spin-off, NACCO stockholders will receive one share of HysterYale Materials Handling, Inc. Class A common stock and one share of Hyster-Yale Materials Handling, Inc. Class B common stock for each share of NACCO Industries, Inc. Class A or Class B
common stock owned on the record date for the spin-off.

Robert W. Baird & Co. is serving as financial advisor in connection with the spin-off. A registration statement under the Securities Act of 1933 relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. Subject to the effectiveness of such a registration statement, it is expected that the spin-off will be completed during the third quarter of 2012.

In Modern’s annual lift truck ranking, NACCO Industries reported $1.8 billion and was ranked No. 4 on last year’s list. Hyster-Yale Materials Handling is expected to be an independent public company which designs, engineers, manufactures, sells and services a comprehensive line of lift trucks and aftermarket parts marketed globally primarily under the Hyster and Yale brand names.