UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2014
COLEMAN CABLE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33337 | 36-4410887 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1530 Shields Drive, Waukegan, IL | 60085 | |
(Address of principal executive offices) | (Zip Code) |
(847) 672-2300
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Coleman Cable, Inc., a Delaware corporation (the “Company”), on December 20, 2013, the Company previously entered into an Agreement and Plan of Merger, dated as of December 20, 2013 (the “Merger Agreement”), with Southwire Company, a Delaware corporation (“Parent”), and Cubs Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on January 6, 2014, Merger Sub commenced a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, par value $0.001 per share, of the Company (“Shares”), for $26.25 per Share (the “Offer Price”), net to the seller in cash but subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated January 6, 2014 (as amended or supplemented), and the related letter of transmittal.
The Offer expired at 12:00 midnight, New York City time, on February 10, 2014 (one minute after 11:59 p.m., New York City time, on February 10, 2014) (the “Expiration Date”). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, advised Parent and Merger Sub that, as of the Expiration Date, a total of 17,006,114 Shares had been validly tendered and not properly withdrawn pursuant to the Offer (not including Shares tendered pursuant to notices of guaranteed delivery which had not been delivered to the depositary prior to the Expiration Date), which tendered Shares represented approximately 89.81% of the outstanding Shares on a fully diluted basis. On February 11, 2014, Merger Sub accepted for payment all such Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date, and payment for such Shares has been made to the depositary, which is acting as agent for tendering stockholders for the purpose of receiving payments for tendered Shares and transmitting such payments to tendering stockholders whose Shares have been accepted for payment, in accordance with the terms of the Offer.
On February 11, 2014, as a result of its acceptance of, and payment for, the Shares tendered in the Offer, Merger Sub acquired a sufficient number of Shares to complete the merger of Merger Sub with and into the Company (the “Merger”) without a vote of the stockholders of the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). Accordingly, following consummation of the offer, Parent and Merger Sub effected the Merger pursuant to Section 251(h) of the DGCL. In the Merger, each Share that was issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares owned by Parent, the Company or any of their respective direct or indirect wholly owned subsidiaries and, in each case, not held on behalf of third parties, and (ii) Shares owned by stockholders who have properly demanded and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares) was converted into the right to receive the Offer Price, at the effective time of the Merger.
Item 1.02 | Termination of a Material Definitive Agreement. |
Redemption of the 9% Senior Notes Due 2018; Satisfaction and Discharge of Indenture.
On February 11, 2014, an irrevocable notice of redemption of the Company’s outstanding 9% Senior Notes due 2018 (the “Notes”) was delivered to the holders thereof, calling for redemption of the entire outstanding $275,000,000 in principal of the Notes on March 13, 2014 (the “Redemption Date”) pursuant to the terms of the Indenture, dated as of February 3, 2010 (as supplemented by that certain First Supplemental Indenture dated as of August 12, 2011 and that certain Second Supplemental Indenture dated as of August 13, 2012, the “Indenture”) among the Company, the guarantors party thereto and Deutsche Bank National Trust Company, as trustee (the “Trustee”), governing the Notes. The redemption price for the $275,000,000 in aggregate principal amount of Notes to be redeemed is equal to 104.50% of the principal amount of such Notes, or $287,375,000, plus $1,925,000, or $7 per $1,000 principal amount of Notes, for accrued and unpaid interest on the Notes from the next scheduled semi-annual interest payment date of February 15, 2014 to, but not including, the Redemption Date. The redemption price, plus the accrued and unpaid interest on the Notes, totals $289,300,000 (the “Redemption Payment”).
Also on February 11, 2014, following the deposit by Parent with the Trustee of $301,675,000 for payment of the Redemption Price plus $12,375,000 for the regular semi-annual interest payment to be paid to holders on February 15, 2014, the Indenture was satisfied and discharged. As a result of the satisfaction and discharge of the
Indenture, the Company has been released from its obligations with respect to the Indenture and the Notes, except with respect to those provisions of the Indenture, that by their terms, survive the satisfaction and discharge of the Indenture.
Termination of Credit Facility.
On February 11, 2014, the Company’s $250,000,000 five-year revolving credit facility pursuant to the Second Amended and Restated Credit Agreement, dated as of August 4, 2011, by and among the Company, the lenders party thereto, Wells Fargo Capital Finance LLC, as the US agent, and Wells Fargo Financial Corporation Canada, as the Canadian Agent, was repaid in full and terminated.
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As described in the Introductory Note above, on February 11, 2014, Merger Sub accepted for payment and paid for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date, and shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing. |
On February 11, 2014, in connection with the consummation of the Offer and the Merger, the Company (i) notified the NASDAQ Stock Market (“NASDAQ”) of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of Shares on the NASDAQ was suspended as of the close of trading on February 11, 2014. The Company also intends to file with the SEC a Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.
Item 3.03 | Material Modification to Rights of Security Holders. |
The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 | Change in Control of Registrant. |
The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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 and as contemplated by the Merger Agreement, each of David Bistricer, Shmuel D. Levinson, Dennis J. Martin, Isaac M. Neuberger, Harmon S. Spolan, Denis E. Springer, Nachum Stein and G. Gary Yetman tendered their respective resignations as directors from the Company’s board of directors (the “Board”) and from all committees of the Board on which such directors served, effective as of the effective time of the Merger.
In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the effective time of the Merger were appointed as directors of the Company from and after the effective time of the
Merger.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Merger, the Company’s certificate of incorporation, as amended, and its bylaws, as amended, were each amended and restated in their entirety to be identical to the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger, except with respect to the name of the Company and the provisions relating to the sole incorporator of Merger Sub. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.
Item 9.01 | Exhibits. |
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of December 20, 2013, by and among the Company, Southwire Company and Cubs Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on December 20, 2013). | |
3.1 | Third Amended and Restated Certificate of Incorporation of Coleman Cable, Inc. | |
3.2 | Second Amended and Restated Bylaws of Coleman Cable, Inc. |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COLEMAN CABLE, INC. | ||||
Date: February 11, 2014 | By: | /s/ Floyd W. Smith | ||
Name: | Floyd W. Smith | |||
Title: | Secretary |
EXHIBIT INDEX
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger, dated as of December 20, 2013, by and among the Company, Southwire Company and Cubs Acquisition Corporation (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on December 20, 2013). | |
3.1 | Third Amended and Restated Certificate of Incorporation of Coleman Cable, Inc. | |
3.2 | Second Amended and Restated Bylaws of Coleman Cable, Inc. |