UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4
EDAC TECHNOLOGIES CORPORATION
(Name of Subject Company (Issuer))
GB AERO ENGINE MERGER SUB INC.
GB AERO ENGINE LLC
(Name of Filing Persons (Offerors))
GREENBRIAR EQUITY FUND II, L.P.
GREENBRIAR EQUITY FUND II-A, L.P.
GREENBRIAR CO-INVESTMENT PARTNERS II, L.P.
(Name of Filing Persons (Others))
COMMON STOCK, PAR VALUE $0.0025 PER SHARE
(Title of Class of Securities)
279285100
(CUSIP Number of Class of Securities)
Ray Benvenuti
GB Aero Engine LLC
c/o Greenbriar Equity Group LLC
555 Theodore Fremd Avenue
Suite A-201
Rye, NY 10580
(914) 925-9600
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Andrew Herman
Shawn O’Hargan
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
CALCULATION OF FILING FEE
| ||
| ||
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
$109,549,663 | $14,942.57 | |
| ||
| ||
| (1) | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 5,282,443 shares of voting common stock, par value $0.0025 per share at an offer price of $17.75 per share. The transaction value also includes the aggregate offer price for (i) 34,997 shares subject to unvested restricted stock awards and (ii) 854,372 shares issuable pursuant to outstanding options with an exercise price less than $17.75 per share, which is calculated by multiplying the number of shares underlying such outstanding options at each exercise price therefor by an amount equal to $17.75 minus such exercise price. |
| (2) | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #3 for fiscal year 2013, issued August 31, 2012, by multiplying the transaction value by 0.0001364. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: $14,942.57 | Filing Party: GB Aero Engine Merger Sub Inc. | |
| Form of Registration No.: Schedule TO | Date Filed: March 26, 2013 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 to the Tender Offer Statement on Schedule TO (as may be amended from time to time, the “Schedule TO”) relates to the tender offer by (i) GB Aero Engine Merger Sub Inc., a Wisconsin corporation (“Purchaser”) and a wholly-owned subsidiary of GB Aero Engine LLC, a Delaware limited liability company (“Parent”) for all of the outstanding shares of common stock, par value $0.0025 per share (the “Shares”), of EDAC Technologies Corporation, a Wisconsin corporation (the “Company”), at a price of $17.75 per Share net to the seller in cash without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated March 26, 2013 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Items 1 and 4
Items 1 and 4 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“On April 24, 2013, Parent and Purchaser extended the expiration of the Offer until 5:00 pm, New York City time, on Monday, May 6, 2013, unless further extended.
The Depositary has indicated that, as of 4:30 pm, New York City time, on April 23, 2013, approximately 2,988,376 Shares had been validly tendered and not validly withdrawn in the Offer, which represent approximately 56% of the Shares issued and outstanding.
On April 24, 2013, Greenbriar Equity Group LLC issued a press release announcing the extension of the Offer. The full text of the press release is attached hereto as Exhibit (a)(5)(I) and is incorporated herein by reference.”
Item 11
(a) Agreements, Regulatory Requirements and Legal Proceedings. Item 11(a) of the Schedule TO is hereby amended and supplemented as follows:
The information set forth in Section 16—“Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by inserting the following paragraph as the final paragraph of the subsection captioned “Shareholder Litigation”:
“The parties to the actions captionedCook v. EDAC Techs. Corp. et al., Case No. HHD-CV-13-6040269S,Crump v. EDAC Techs. Corp. et al., Case No. HHD-CV-13-6040430S, Walsh v. EDAC Techs. Corp. et al., Case No. HHD-CV-13-6040425S, Randle v. EDAC Techs. Corp. et al., Case No. HHD-CV-13-6040679S, each of which are pending in the Superior Court of the State of Connecticut, Judicial District of Hartford andFriedman v. EDAC Techs. Corp. et al., Case No. 13-CV-1017, which is pending in the Circuit Court of the State of Wisconsin, Dane County (collectively, the “Actions”) have agreed to resolve all claims asserted in those Actions. As part of the agreement, the Company agreed to amend the Schedule 14D-9 to include certain supplemental disclosures requested by the plaintiffs.”
Item 12. Exhibits.
Item 12 of the Schedule TO is amended and supplemented by adding the following exhibits:
Regulation M-A Item 1016
| Exhibit No. | ||
| (a)(5)(J) | Press Release issued by Greenbriar Equity Group LLC, dated April 24, 2013 | |
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| GB Aero Engine Merger Sub Inc. | ||
| By:/s/ Ray Benvenuti | ||
Name: Ray Benvenuti | ||
Title: President | ||
| Date: April 24, 2013 | ||
GB Aero Engine LLC
By:/s/ Ray Benvenuti | ||
Name: Ray Benvenuti | ||
Title: President | ||
| Date: April 24, 2013 | ||
| Greenbriar Equity Fund II, L.P. | ||
By: Greenbriar Equity Capital II, L.P. Its: General Partner | ||
By: Greenbriar Holdings II, LLC Its: General Partner | ||
| By:/s/ Reginald L. Jones, III | ||
Name: Reginald L. Jones, III | ||
Title: Member | ||
| Date: April 24, 2013 | ||
| Greenbriar Equity Fund II-A, L.P. | ||
By: Greenbriar Equity Capital II, L.P. Its: General Partner | ||
By: Greenbriar Holdings II, LLC Its: General Partner | ||
| By:/s/ Reginald L. Jones, III | ||
Name: Reginald L. Jones, III | ||
Title: Member | ||
| Date: April 24, 2013 | ||
| Greenbriar Co-Investment Partners II, L.P. | ||
By: Greenbriar Holdings II, LLC Its: General Partner | ||
| By:/s/ Reginald L. Jones, III | ||
Name: Reginald L. Jones, III | ||
Title: Member | ||
| Date: April 24, 2013 | ||
2
EXHIBIT INDEX
| Exhibit No. | ||
| (a)(1)(A) | Offer to Purchase, dated March 26, 2013.* | |
| (a)(1)(B) | Letter of Transmittal (including Substitute Form W-9).* | |
| (a)(1)(C) | Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* | |
| (a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* | |
| (a)(1)(F) | Instruction Form to be Used with the Letter of Transmittal.* | |
| (a)(1)(G) | Summary Advertisement as published in the Wall Street Journal on March 26, 2013.* | |
| (a)(5)(A) | Joint Press Release of EDAC Technologies Corporation and Greenbriar Equity Group LLC, dated March 18, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by EDAC Technologies Corporation with the Securities and Exchange Commission on March 18, 2013). | |
| (a)(5)(B) | Joint Press Release issued by EDAC Technologies Corporation and Greenbriar Equity Group LLC, dated March 26, 2013.* | |
| (a)(5)(C) | Class Action Complaint dated March 21, 2013 (Richard Cook v. EDAC Technologies Corporation, et al.)* | |
| (a)(5)(D) | Class Action Complaint dated March 22, 2013 (Charles Friedman and Len Grossberg v. EDAC Technologies Corporation, et al.)* | |
| (a)(5)(E) | Class Action Complaint dated March 21, 2013 (Mark Crump v. EDAC Technologies Corporation, et al.)* | |
| (a)(5)(F) | Class Action Complaint dated March 26, 2013 (Walsh v. EDAC Technologies Corporation, et al.)* | |
| (a)(5)(G) | Amended Class Action Complaint dated April 2, 2013 (Friedman v. EDAC Technologies Corporation, et al.) (Incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 2 to the Schedule 14D-9 filed by EDAC Technologies Corporation with the Securities and Exchange Commission on April 8, 2013).* | |
| (a)(5)(H) | Class Action Complaint dated March 29, 2013 (Randle v. EDAC Technologies Corporation, et al.) (Incorporated by reference to Exhibit (a)(5)(I) to Amendment No. 2 to the Schedule 14D-9 filed by EDAC Technologies Corporation with the Securities and Exchange Commission on April 8, 2013).* | |
| (a)(5)(I) | Press Release issued by Greenbriar Equity Group LLC, dated April 23, 2013* | |
| (a)(5)(J) | Press Release issued by Greenbriar Equity Group LLC, dated April 24, 2013 | |
| (b) | None. | |
| (d)(1) | Agreement and Plan of Merger, dated March 17, 2013, by and among EDAC Technologies Corporation, GB Aero Engine LLC, and GB Aero Engine Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EDAC Technologies Corporation with the Securities and Exchange Commission on March 20, 2013). | |
| (d)(2) | Voting and Support Agreement, by and among GB Aero Engine LLC and certain shareholders of EDAC Technologies Corporation, dated March 17, 2013 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by EDAC Technologies Corporation with the Securities and Exchange Commission on March 20, 2013). | |
| (d)(3) | Equity Commitment Letter, dated March 17, 2013, from each of Greenbriar Equity Fund II, L.P., Greenbriar Equity Fund II-A, L.P. and Greenbriar Co-Investment Partners II, L.P. to GB Aero Engine LLC.* | |
| (d)(4) | Limited Guarantee, dated as of March 17, 2013, delivered by each of Greenbriar Equity Fund II, L.P., Greenbriar Equity Fund II-A, L.P. and Greenbriar Co-Investment Partners II, L.P. in favor of EDAC Technologies Corporation.* | |
| (d)(5) | Confidentiality Agreement, dated as of January 31, 2013, by and between EDAC Technologies Corporation and Greenbriar Equity Group LLC.* | |
| (d)(6) | Exclusivity Agreement, dated as of March 1, 2013, by and between EDAC Technologies Corporation and Greenbriar Equity Group LLC.* | |
| (g) | None. | |
| (h) | None. | |
| * | Denotes exhibit was previously filed |
3
