| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, at the effective time of the Merger on April 21, 2022 (the “Effective Time”), each outstanding share of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) (other than Company Common Stock (i) owned by Parent, Merger Sub or any other wholly owned subsidiary of Parent and owned by the Company or any wholly owned subsidiary of the Company, including Company Common Stock held in treasury by the Company, and in each case not held on behalf of third parties (the “Cancelled Shares”), (ii) owned by stockholders who have not voted in favor of the Merger and who are entitled to and have properly demanded and not withdrawn or lost the right to demand, appraisal rights pursuant to Sections 1701.84 and 1701.85 of the General Corporation Law of the State of Ohio (the “Dissenting Shares”) or (iii) subject to vesting restrictions (the “Restricted Stock”)) was automatically converted into the right to receive $22.00 per share in cash, without interest (the “Merger Consideration”). The Merger Consideration was funded with funds available to Parent under (i) its equity commitment letter, dated as of May 11, 2021, by and among Parent, American Securities Partners VII, L.P., American Securities Partners VII(B), L.P. and American Securities Partners VII(C), L.P., (ii) the Credit Agreement, dated as of April 21, 2022 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among ASP Prince Intermediate Holdings, Inc., a Delaware corporation, as initial holdings, Parent, as the borrower, the lenders from time to time party thereto, the issuing banks from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, in its capacities as administrative agent for the lenders thereunder and collateral agent for the secured parties thereunder and as an issuing bank, and (iii) the Indenture, dated as of February 11, 2022, as supplemented by the First Supplemental Indenture, dated as of April 21, 2022, by and among Parent, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee.
Pursuant to the Merger Agreement, immediately prior to the Effective Time, (i) each outstanding stock option of the Company (an “Option”) vested and was cancelled and converted into the right to receive (without interest) an amount in cash equal to the excess, if any, of the Merger Consideration over such stock option’s exercise price, less applicable taxes required to be withheld with respect to such payment (with outstanding stock options whose exercise price is equal to or greater than the Merger Consideration cancelled for no consideration or payment) (the “Option Consideration”), (ii) each outstanding share of Restricted Stock, restricted share unit of the Company (other than a performance-based share unit (any such arrangement, a “PSU”)), deferred share unit, phantom share unit or similar stock right of the Company (each such arrangement, other than any PSU, a “Share Unit”) became vested and was