Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, the Credit Agreement dated as
of December 7, 2012, as amended, by and among the Company, the other borrowers
party thereto, Barclays Bank PLC, as administrative agent, and the lenders party
thereto (the "Existing Credit Agreement"), was terminated and all outstanding
obligations thereunder were repaid in full (excluding the certain obligations
and liabilities of the borrowers and the certain reimbursement obligations, in
each case, under or in respect of the letter of credit issued by Barclays Bank
PLC) and terminated effective as of the Closing Date. All guarantees provided
under the Existing Credit Agreement and all security interests and liens granted
in favor of the lenders under the Existing Credit Agreement were terminated,
released and discharged as of the Closing Date.
In addition, in connection with the consummation of the Merger, the Company's
2011 Equity Incentive Award Plan and 2014 Incentive Award Plan were terminated
as of the Effective Time.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the New
York Stock Exchange (the "NYSE") on the Closing Date that, at the Effective
Time, each share of common stock, par value $0.001 per share, of the Company
(the "Common Stock") issued and outstanding (other than those shares (i) held by
the Company as treasury stock or by Parent, Merger Sub or any direct or indirect
wholly owned subsidiaries of the Company, Parent or Merger Sub and (ii) held by
stockholders who have not voted in favor of the Merger nor consented thereto in
writing and have properly demanded appraisal rights) was converted automatically
into the right to receive $11.05 in cash, without interest and subject to any
applicable withholding taxes (the "Merger Consideration"). Trading of the Common
Stock was suspended prior to the opening of the NYSE on the Closing Date. In
addition, the Company requested that the NYSE file a notification of removal
from listing and registration on Form 25 with the SEC to effect the delisting of
the Common Stock from the NYSE and the deregistration of the Common Stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Company intends to file with the SEC a certification and notice of
termination of registration on Form 15 with respect to the Common Stock,
requesting that the Common Stock be deregistered under 12(g) of the Exchange Act
and that the reporting obligations of the Company with respect to the Common
Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.
The information set forth in Items 3.03 and 5.01 of this Current Report on Form
8-K are incorporated herein by reference into this Item 3.01.
Item 3.03. Material Modification to Rights of Security Holders.
In connection with the consummation of the Merger, at the Effective Time, each
holder of shares of Common Stock issued and outstanding immediately prior to the
Effective Time ceased to have any rights as a stockholder of the Company (other
than the right of the holders of Common Stock to receive the Merger
Consideration). The information set forth in Items 3.01 and 5.01 of this Current
Report on Form 8-K are incorporated herein by reference into this Item 3.03.
Item 5.01. Change in Control of Registrant.
Pursuant to the Merger Agreement, at the Effective Time, each share of Common
Stock issued and outstanding immediately prior to the Effective Time (other than
those shares held by Parent, Merger Sub or any direct or indirect wholly owned
subsidiary of the Company, Parent or Merger Sub) was cancelled and converted
automatically into the right to receive the Merger Consideration.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1
and incorporated herein by reference.
As a result of the consummation of the Merger, a change in control of the
Company occurred, and the Company is now a wholly owned subsidiary of Parent.
Parent is an affiliate of Platinum Equity Advisors, LLC, a U.S.-based private
equity firm.
The aggregate cash consideration paid by Parent to Company stockholders in the
Merger was approximately $1.1 billion. The source of the funds for the
consideration paid by Parent in the Merger was the combination of (i) cash on
hand, (ii) borrowings under a secured credit facility, (iii) the issuance of
secured notes and unsecured notes by a subsidiary of Merger Sub and (iv) the
issuance of unsecured notes by an affiliate of Parent.
A copy of the press release issued by the Company on the Closing Date announcing
the consummation of the Merger is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, at the Effective Time, each member of the board
of directors of the Company ceased serving in such capacity. Pursuant to the
terms of the Merger Agreement, at the Effective Time, Mary Ann Sigler, the sole
director of Merger Sub immediately prior to the Effective Time, became the sole
director of the Company immediately following the Effective Time. The officers
of the Company immediately prior to the Effective Time continued to serve as
officers of the Company immediately following the Effective Time. Pursuant to
the Merger Agreement, at the Effective Time, the following persons are no longer
serving on the Company's board of directors: Randy J. Snyder, Dayne A. Baird,
Thomas M. Bancroft III, Paul E. Fulchino, Jay L. Haberland, Scott E. Kuechle,
Adam J. Palmer, Robert D. Paulson, Jennifer M. Pollino, Todd Renehan and Norton
A. Schwartz. These departures were not a result of any disagreement between the
Company and any of the directors on any matter relating to the Company's
operations, policies or practices.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger, dated as of August 8, 2019, by and among
Wolverine Intermediate Holding II Corporation, Wolverine Merger
Corporation and Wesco Aircraft Holdings, Inc. (incorporated by reference
to Exhibit 2.1 to the Company's Current Report on Form 8-K filed by the
Company on August 9, 2019)
99.1 Press Release, dated January 9, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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