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Charles Machine Works to be acquired by Toro for $700 million

February 18, 2019

McAfee & Taft is pleased to serve as legal counsel to long-time client The Charles Machine Works, Inc. and its subsidiaries, which manufacture Ditch Witch and several other leading brands in the underground construction market, in the sale of the company to The Toro Company (NYSE: TTC) for $700 million. The transaction, which is subject to regulatory approvals and other customary closing conditions, is expected to close before August 3, 2019. Charles Machine Works companies

Headquartered in Perry, Oklahoma, The Charles Machine Works — known as “The Underground Authority” — designs, manufactures and sells a range of innovative products used in the installation, maintenance, rehabilitation and replacement of underground pipe and cable. The family of companies includes Ditch Witch®, Subsite® Electronics, DW/TXS®, HammerHead®, Radius® HDD, American Augers®, Trencor® and MTI® Equipment.

“Our success is the result of years of hard work and an unwavering commitment to developing innovative solutions for customers,” said Rick Johnson, CEO of Charles Machine Works. “From developing the world’s first service line trencher in Perry, Oklahoma, to today’s robust Ditch Witch dealer network, our family of companies is well-positioned to join The Toro Company’s family of brands. We look forward to building upon our founder’s legacy of best-in-class offerings in the expanding underground construction market.”

Shareholders Josh Smith (lead), Danae Grace and Rich Johnson represented Charles Machine Works in the negotiation of the sale, with transactional support provided by associates Brett Merritt, Simon Bright and Eleanor Burg. Others involved in the full-service representation were Chris Coleman (corporate); Jennifer Callahan, John Papahronis and Jim Prince (ESOP, employee benefits, and executive compensation); Mike Blake and Steve Cole (tax); Mike LaBrie and Sasha Beling (intellectual property); Justin Jackson and Matt Brown (antitrust/HSR); and Derek Hardberger (environmental).