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) June 2, 2016
MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)
Bermuda | | 001-37598 | | 98-1249740 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
Clarendon House, 2 Church Street Hamilton HM 11, Bermuda
(Address of principal executive offices) (Zip Code)
(441) 295-5950
Registrant’s telephone number, including area code
Not Applicable
(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 (see General Instruction A.2. below):
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◻ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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◻ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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◻ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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◻ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01.Entry Into a Material Definitive Agreement.
On June 2, 2016, Multi Packaging Solutions International Limited (the “Company”), investment funds controlled by The Carlyle Group and Madison Dearborn Partners, LLC (the “Selling Shareholders”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named in the underwriting agreement (the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Shareholders, subject to and upon the terms and conditions set forth therein, 10,000,000 common shares of the Company. In addition, pursuant to the Underwriting Agreement, the Selling Shareholders granted the Underwriters an option, exercisable within 30 days, to purchase up to an additional 1,500,000 common shares on the same terms and conditions. On June 3, 2016, the Underwriters elected to exercise this option in full. The Company will not receive any of the proceeds from the offering.
A copy of the Underwriting Agreement has been attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
Item 9.01.Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. | Description |
1.1 | Underwriting Agreement, dated June 2, 2016, by and among Multi Packaging Solutions International Limited, investment funds controlled by The Carlyle Group and Madison Dearborn Partners, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (Registrant) |
Date: June 8, 2016 | By: | /s/ William H. Hogan |
| | William H. Hogan Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. | Description |
1.1 | Underwriting Agreement, dated June 2, 2016, by and among Multi Packaging Solutions International Limited, investment funds controlled by The Carlyle Group and Madison Dearborn Partners, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Citigroup Global Markets Inc. |
