ZEP

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 26, 2015

Zep Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (404) 352-1680

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:

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))

INTRODUCTORY NOTE

On June 26, 2015, Zep Inc. (the “Company”) completed its previously announced merger (the “Merger”) with NM Z Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of NM Z Parent Inc., a Delaware corporation (“Parent”), pursuant to that certain Agreement and Plan of Merger, dated April 7, 2015 (the “Merger Agreement”).  The Company was the surviving corporation in the Merger and, as a result of the Merger, has become a wholly-owned subsidiary of Parent.  Parent is an indirect subsidiary of a fund managed by New Mountain Capital, L.L.C. (“NMC”).

The descriptions contained in this Current Report on Form 8-K of the Merger Agreement and the transactions contemplated thereby are not complete and are qualified in their entirety by the full and complete text of the Merger Agreement, which is incorporated by reference herein as Exhibit 2.1.

Item 1.01. Entry into a Material Definitive Agreement.

On June 26, 2015, Parent, the Company (as successor-in-interest to Merger Sub), Acuity Specialty Products, Inc, Zep Vehicle Care Inc., Amrep, Inc., each as borrowers and the other guarantor subsidiaries party thereto, entered into a Credit Agreement with Jefferies Finance LLC, as administrative agent, and the lenders party thereto (the “New Credit Agreement”).

Item 1.02.             Termination of a Material Definitive Agreement.

On June 26, 2015, in connection with the consummation of the Merger, the Company terminated its Credit Agreement (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof, the “Existing Credit Agreement”), dated August 21, 2014, by and among the Company, Acuity Specialty Products, Inc., certain subsidiaries of the Company party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, upon payment of the total principal balance of the loans and advances outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest and fees, costs, expenses and other amounts owed thereunder.

Item 2.01.             Completion of Acquisition or Disposition of Assets.

The information set forth under the heading “Introductory Note” and Item 1.01 hereof are incorporated by reference.

Item 2.03.             Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 3.01.             Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 26, 2015, the Company notified the New York Stock Exchange (“NYSE”) that the Merger was consummated, and trading of the Company’s common stock on the NYSE was suspended.  In addition, on June 26, 2015, the Company requested that the NYSE file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of the Company’s common stock from the NYSE. The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.

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Item 3.03.             Material Modification to Rights of Security Holders.

On June 26, 2015 as a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time (other than those shares held by stockholders, if any, who are entitled to and properly exercise their appraisal rights under Delaware law and any shares held in the Company’s treasury or owned by Parent, Merger Sub or any other subsidiary of Parent) was cancelled and automatically converted into the right to receive $20.05 in cash without interest and net of any taxes required to be withheld therefrom.  Holders of the Company’s common stock that was issued and outstanding prior to the Effective Time ceased to have any rights with respect to such securities (other than their right to receive the merger consideration, as applicable), nor do they have any interest in the Company’s future earnings or growth.  The information set forth under the heading “Introductory Note” and Item 1.01 hereof are incorporated by reference.

Item 8.01.             Other Events.

On June 26, 2015, the Company and NMC issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d)           Exhibits.

2.1                               Agreement and Plan of Merger, dated as of April 7, 2015, by and among Zep Inc., NM Z Parent Inc. and NM Z Merger Sub Inc.  Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 8, 2015.

99.1                        Press Release issued by Zep Inc. and New Mountain Capital, L.L.C. dated as of June 26, 2015.

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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EXHIBIT INDEX

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Exhibit 99.1

Zep Inc. Announces Completion of Acquisition by New Mountain Capital

(ATLANTA — June 26, 2015) — Zep Inc. (NYSE: ZEP) (“Zep” or the “Company”) and an affiliate of New Mountain Capital, L.L.C. (“New Mountain”) announced today that they have closed their previously announced acquisition of Zep in a transaction valued at approximately $692 million.  The execution of a definitive merger agreement outlining the terms of the transaction was initially announced on April 8, 2015.

Zep’s stockholders approved the acquisition on Thursday, June 25, 2015.  As a result of the merger, each outstanding share of Zep common stock was converted into the right to receive $20.05 per share in cash.  Zep common stock (NYSE: ZEP) ceased trading on the New York Stock Exchange at the opening of market today.

Headquartered in Atlanta, Zep is a leading manufacturer and marketer of a wide range of high-efficacy maintenance and cleaning solutions for commercial, industrial, institutional, and consumer end-markets under well-known and respected brand names. The breadth of the Zep product portfolio provides customized, superior cleaning and maintenance solutions to a broad customer base including manufacturers, food processors and preparers, restaurants, hospitals, schools, municipalities, government organizations, hotels and car washes.

New Mountain, a New York-based private equity firm, identified Zep through a proactive focus on the specialty chemicals and materials industries.  New Mountain is providing Zep with significant financial and strategic resources to support future growth initiatives which include expansion in current markets and acquisitions.

“Zep Inc. is an industry leader with significant growth potential and fits perfectly with New Mountain Capital’s investment philosophy of investing in market leaders in sustainable growth industries,” said Matt Holt, Managing Director of New Mountain Capital.  “We look forward to working with the Zep management team and all of the Company’s talented associates as we continue to serve Zep’s global customer base. We plan to set the Company on a strategic growth path including investments in new products, channel strategies, new market opportunities and acquisitions.”

“It’s a new day for Zep and our customers,” said John Morgan, Chairman, President and CEO of Zep.  “I am very excited about this next phase for the company and believe New Mountain Capital is the ideal partner to help Zep continue to deliver the high quality products and services our customers have come to expect from us as well as provide additional opportunities for our associates from future growth and business building. New Mountain will be a valued partner in continuing the growth and enhancing the service and value Zep provides to its customers.”

About Zep Inc.

Zep Inc., with fiscal year 2014 net sales of approximately $700 million, is a leading consumable chemical packaged goods company selling a wide variety of high-performance chemicals that help professionals and

prosumers clean, maintain and protect their assets.  We are focused on the attractive industry dynamics of the transportation market and the industrial maintenance and repair operation (“MRO”) market, which together now comprise approximately 63% of our revenue with the balance derived from sales into the facilities maintenance vertical.  We market these products and services under well recognized and established brand names, such as Zep®, Zep Commercial®, Zep Professional®, Zep Automotive®, Enforcer®, Misty®, TimeMist®, TimeWick™, Country Vet®, Original Bike Spirits®, Blue Coral®, Black Magic®, Rain-X®, Niagara National™, FC Forward Chemicals®, Rexodan®, Mykal™, and a number of private label brands. Founded in 1937, some of Zep Inc.’s brands have been in existence since 1896.  Zep Inc. is headquartered in Atlanta, Georgia.  Visit our website at www.zepinc.com.

About New Mountain Capital

New Mountain Capital is a New York-based private equity firm that emphasizes business building and growth, rather than debt, as it pursues long-term capital appreciation. The firm currently manages private equity, public equity, and credit funds with over $15 billion in aggregate capital commitments. New Mountain seeks out what it believes to be the highest quality growth leaders in carefully selected industry sectors and then works intensively with management to build the value of these companies. For more information on New Mountain Capital, please visit www.newmountaincapital.com.

Investor Contact:

Don De Laria

VP, Investor Relations & Communications

404-350-6266

don.delaria@zep.com