Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On the Closing Date, pursuant to
the terms of the Merger Agreement, (i) Merger Sub merged with and into AEP (the First-Step Merger), with AEP surviving the First-Step Merger, and (ii) immediately thereafter, AEP merged with and into Merger Sub LLC (the
Second-Step Merger and, together with the First-Step Merger, the Mergers), with Merger Sub LLC surviving as a wholly owned subsidiary of Holdings, under the name Berry Global Films, LLC.
Pursuant to the Merger Agreement, at the effective time of the First-Step Merger (the Effective Time), each share of common stock
(including shares underlying AEP restricted stock awards), par value $0.01 per share, of AEP (the AEP Common Stock) issued and outstanding immediately prior to the Effective Time (other than shares of AEP Common Stock (i) owned by
AEP or its subsidiaries as treasury stock, (ii) owned by Berry, Holdings, Merger Sub or Merger Sub LLC and (iii) with respect to which holders have properly exercised and perfected a demand for appraisal rights pursuant to the General
Corporation Law of the State of Delaware (collectively, the Cancelled Shares)) was converted into the right to receive, at the stockholders election, $110.00 in cash (the Cash Consideration) or 2.5011 shares (the
Exchange Ratio) of common stock, par value $0.01 per share, of Berry (the Berry Common Stock) (the Stock Consideration and, together with the Cash Consideration, the Merger Consideration), subject to
the terms and conditions set forth in the Merger Agreement. The Merger Consideration will be prorated as necessary to ensure that fifty percent (50%) of the total outstanding shares of AEP Common Stock entitled to receive Merger Consideration
will be exchanged for the Cash Consideration and fifty percent (50%) of such shares will be exchanged for the Stock Consideration.
In addition, under the terms and conditions of the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of AEP
Common Stock, whether or not vested, was cancelled in exchange for the right to receive: (i) a cash payment equal to the excess of (A) the product of (x) fifty percent (50%) of the Cash Consideration and (y) the total number
of shares of AEP Common Stock underlying such option over (B) the aggregate exercise price of such option; and (ii) a number of shares of Berry Common Stock equal to the product of (A) fifty percent (50%) of the Stock
Consideration and (B) the total number of shares of AEP Common Stock underlying such option, subject to certain conditions set forth in the Merger Agreement. Additionally, at the Effective Time, each holder of a performance unit of AEP was
entitled to receive in full settlement of such
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performance unit either: (i) a cash payment equal to the product of (A) the closing price of a share of AEP Common Stock on the NASDAQ Global Select Market (NASDAQ) on
January 19, 2017, the last full trading day prior to the Closing Date, and (B) the total number of shares of AEP Common Stock subject to such performance unit; or (ii) a combination of (A) a cash payment equal to the product of
(1) fifty percent (50%) of the Cash Consideration and (2) the total number of shares of AEP Common Stock subject to such performance unit and (B) a number of shares of Berry common stock equal to the product of (1) fifty
percent (50%) of the Stock Consideration and (2) the total number of shares of AEP Common Stock subject to such performance unit, subject to certain conditions set forth in the Merger Agreement. For performance units subject to a
performance condition as in effect immediately prior to the Effective Time, the number of performance units was determined based on the level of achievement of such performance condition for the period beginning on November 1, 2016, the first
day of the performance period, and ending on December 31, 2016, the last day of the most recently completed fiscal month prior to the Effective Time, in a manner that is consistent with past practice and prorated for the period based on the two
completed full fiscal months from the date of grant through the Effective Time.
Berry issued approximately 6.5 million shares of
Berry Common Stock and delivered approximately $297 million as consideration for the Mergers (including consideration in respect of AEP options, AEP performance units and AEP restricted stock). Berry funded the aggregate Cash Consideration through
the proceeds from a previously disclosed senior secured incremental term loan obtained by Holdings from Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch and Credit Suisse Securities (USA) LLC, Barclays Bank plc, Deutsche Bank
AG New York Branch, Goldman Sachs Bank USA and Wells Fargo Bank National Association, acting for themselves and one or more of their affiliates.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of each of (i) the Merger Agreement, which was filed as Exhibit 2.1 to AEPs Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on August 26, 2016, and
(ii) Amendment No. 1 to the Merger Agreement, which was filed as Exhibit 2.1 to AEPs Current Report on Form 8-K filed with the SEC on December 12, 2016.