Attached files
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EX-3.1 - EX-3.1 - Victor Technologies Group, Inc. | c61622exv3w1.htm |
EX-99.1 - EX-99.1 - Victor Technologies Group, Inc. | c61622exv99w1.htm |
EX-3.2 - EX-3.2 - Victor Technologies Group, Inc. | c61622exv3w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): December 3, 2010
THERMADYNE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-13023 (Commission File Number) |
74-2482571 (I.R.S. Employer Identification No.) |
16052 Swingley Ridge Road, Suite 300 Chesterfield, Missouri (Address of Principal Executive Offices) |
63017 (Zip Code) |
(636) 728-3000
(Registrants 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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 December 3, 2010, Thermadyne Holdings Corporation, a Delaware corporation (the Company)
completed its merger (the Merger) in connection with the acquisition of the Company by an
affiliate of Irving Place Capital through a merger of Razor Merger Sub Inc., a Delaware corporation
(Merger Sub), a wholly-owned subsidiary of Thermadyne Technologies Holdings, Inc. (formerly known
as Razor Holdco Inc.), a Delaware corporation (Parent), with and into the Company. As a result
of the Merger, the Company is now a wholly-owned subsidiary of Parent. Parent is an affiliate of
Irving Place Capital.
Notes Offering and Indenture; Registration Rights Agreement
In
connection with the Merger, on December 3, 2010, the previously disclosed notes offering
closed and the Company issued $260 million aggregate principal amount of senior secured notes due
2017 (the Notes). In connection with the consummation of the Merger, the net proceeds from the
offering of the Notes were used to finance in part the consideration paid in the Merger, to
retire the Companys outstanding indebtedness and to pay fees and expenses related to the Merger
and the associated financings.
The
Notes are governed by an Indenture dated as of December 3, 2010
among the Company, certain subsidiaries of the
Company (the Company Guarantors) and U.S. Bank National Association as
Trustee and Collateral Trustee. The Notes will mature on
December 15, 2017 and interest will be payable semiannually.
The Indenture provides for the redemption of the Notes prior to maturity for various premiums,
and contains customary covenants that limit the Companys (and certain of its subsidiaries)
ability to take certain actions.
In connection
with the sale of the Notes, the Company and the Company Guarantors entered into a registration rights
agreement dated December 3, 2010 (the Registration Rights
Agreement) with
the initial purchasers of the Notes. Under the Registration Rights Agreement,
the Company and the Company Guarantors agreed to use commercially reasonable efforts
to file and cause to become effective a registration statement with respect to
an exchange of the Notes. The Company and the Company Guarantors also agreed to file
a shelf registration statement for the resale of the Notes
if the Company cannot effect an exchange offer and in other specified circumstances.
The interest rates on the Notes will increase if the Company and the Company Guarantors do
not comply with their obligations under the Registration Rights Agreement.
Amended and Restated Asset-Backed Credit Facility
In connection with the Merger, the Company entered into an amended and restated asset-backed
credit facility (the ABL Facility) with General Electric Capital Corporation (GECC) as
administrative agent, pursuant to a Fourth Amended and Restated Credit Agreement by and among
Merger Sub, the Company, Thermadyne Industries, Inc., Victor Equipment Company, Thermadyne
International Corp., Thermal Dynamics Corporation, and Stoody Company, as the borrowers; the
Company, as the borrower representative; the credit parties; GECC, for itself, as a lender and
swingline lender and as agent for all lenders; and the other financial institutions party thereto
as lenders. The ABL Facility provides for revolving credit financing of up to $60 million,
including letter of credit and swingline loan sub-facilities, subject to borrowing base capacity,
with a maturity of five years.
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Management Services Agreement
At the closing of the Merger on December 3, 2010, the Company entered into a management
services agreement with Irving Place Capital Management, L.P.
(IPC Management), an affiliate of Parent, pursuant to which
IPC Management will provide certain advisory and management services
to the Company. Pursuant to the management services agreement, IPC
Management will receive an annual advisory fee and reimbursement for
reasonable out-of-pocket expenses.
The information set forth in
Item 5.02 of this Current Report regarding the employment agreement of Michael McLain is incorporated herein by reference.
Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, the Company, Parent and Merger Sub entered into an Agreement and Plan
of Merger (the Merger Agreement), dated as of October 5, 2010. On December 2, 2010, at a special
meeting of the Companys stockholders, the Companys stockholders approved the proposal to adopt
the Merger Agreement by the required vote. On December 3, 2010, in accordance with the Merger
Agreement and the Delaware General Corporation Law, Merger Sub merged with and into the Company,
with the Company continuing as the surviving corporation of the Merger and becoming a wholly-owned
subsidiary of Parent.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated
herein by reference.
The foregoing description of the Merger Agreement and related transactions does not purport to
be complete and is subject, and qualified in its entirety by reference, to the full text of the
Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K
filed with the SEC on October 6, 2010, and which is incorporated herein by reference.
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market
(Nasdaq) of the consummation of the Merger and requested that trading in the common stock of the
Company, par value $0.01 per share (Company common stock) be suspended prior to the commencement
of trading on December 3, 2010 and that the Company common stock be withdrawn from listing on
Nasdaq as of the opening of business on December 3, 2010. On December 3, 2010, at the Companys
request, Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Act of 1934, as amended, on Form 25 to delist and deregister the
Company common stock. The Company common stock was delisted from Nasdaq prior to the commencement
of trading on December 3, 2010.
Item 3.03. | Material Modification to the Rights of Security Holders |
On December 3, 2010, pursuant to the terms of the Merger Agreement, at the effective time of
the Merger, each share of Company common stock issued and outstanding immediately prior to the
Merger (other than (i) shares owned by the Company or Parent or any of its subsidiaries (including
Merger Sub) and (ii) shares for which a demand for appraisal rights under Delaware law has been
perfected and not withdrawn ) and each restricted share of Company common stock outstanding
immediately prior to the Merger was converted into the right to receive $15.00 in cash, without
interest (the merger consideration). Subject to certain exceptions, options to acquire Company
common stock outstanding immediately prior to the consummation of the Merger became fully vested
and were cancelled in exchange for the right to receive an amount in cash equal to the excess, if
any, of the merger consideration over the exercise price per share of such option, less any
applicable taxes required to be withheld.
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Item 5.01. | Changes in Control of the Registrant. |
On December 3, 2010, in accordance with the Merger Agreement and the Delaware General
Corporation Law, Merger Sub merged with and into the Company, with
the Company continuing as the surviving corporation of the Merger and becoming a wholly-owned subsidiary of Parent. The
information disclosed in Item 2.01 is incorporated herein by reference.
The
aggregate consideration paid in connection with the merger was
approximately $412
million, excluding fees and expenses. The purchase price was funded by (i) $260 million of senior
secured notes issued by Merger Sub and (ii) equity financing from affiliates of Parent.
A copy of the joint press release issued by the Company and Irving Place Capital announcing
the consummation of the Merger is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the effective time of the Merger, on December 3, 2010, all of the directors of the Company
prior to the Merger ceased to be directors of the Company and Terry Downes (Executive Vice President and Chief Executive Officer of the Company), Douglas
Korn, Michael McLain, Joshua Neuman, and Martin Quinn (President of the Company) became directors of the Company.
Mr. McLain also became the Executive Chairman of the Board of Directors of the Company at the
effective time of the Merger on December 3, 2010. Mr. McLain, 60 years old, has been an advisor to
Irving Place Capital since October 2008 and has had extensive experience working with private
equity backed companies. Mr. McLain was formerly President, Chief Executive Officer and Director
of Aearo Technologies, a leading industrial and consumer safety company, from 1998 through April
2008, when Aearo was purchased by 3M Corporation. Irving Place Capital was the primary shareholder
of Aearo Technologies from 2004 to 2006. Prior to this he served as President and Chief Executive
Officer of DowBrands, Inc., a large manufacturer of household consumer products, which was sold by
DowBrands to S. C. Johnson and Son, Inc. in 1998. He is currently a director of PlayCore Holdings,
Inc., an Irving Place Capital portfolio company, Timex Corporation and Porex Corporation.
The Company entered
into an employment agreement with Mr. McLain at the effective time of the
Merger, on December 3, 2010.
Mr. McLains base salary will be $360,000
per year. Mr. McLain is eligible to receive an annual incentive award at the sole discretion of the
Board of Directors. In connection with the Merger and pursuant to the employment agreement,
Parent will also grant Mr. McLain options to purchase equity in Parent.
Mr. McLain is also entitled to participate in the benefit and health programs, including profit-sharing
and retirement plans, available to the Companys executives. Mr. McLains employment agreement has an initial term that ends on
December 31, 2011 and will renew for one-year periods on each anniversary of the date of the
employment agreement unless terminated earlier.
Item 5.03. | Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year. |
At the effective time of the Merger, on December 3, 2010, the certificate of incorporation and
by-laws of the Company, each as in effect immediately prior to the Merger, were amended in their
entirety in accordance with the terms of the Merger Agreement.
A copy of the amended and restated certificate of incorporation and amended and restated
by-laws of the Company are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K,
respectively, and are incorporated by reference herein.
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Item 9.01 | Financial Statements and Exhibits. |
(d)
|
Exhibits | |
3.1
|
Fourth Amended and Restated Certificate of Incorporation of Thermadyne Holdings Corporation | |
3.2
|
Amended and Restated By-laws of Thermadyne Holdings Corporation | |
99.1
|
Press release dated December 3, 2010 |
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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.
THERMADYNE HOLDINGS CORPORATION | ||||
Date: December 3, 2010
|
By: | /s/ Steven A. Schumm | ||
Name: | Steven A. Schumm | |||
Title: | Chief Financial and Administrative Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
3.1
|
Fourth Amended and Restated Certificate of Incorporation of Thermadyne Holdings Corporation | |
3.2
|
Amended and Restated By-laws of Thermadyne Holdings Corporation | |
99.1
|
Press Release dated December 3, 2010 |
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