Attached files
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EX-99.1 - EX-99.1 - Ames True Temper, Inc. | y03737exv99w1.htm |
EX-99.2 - EX-99.2 - Ames True Temper, Inc. | y03737exv99w2.htm |
EX-10.1 - EX-10.1 - Ames True Temper, Inc. | y03737exv10w1.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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 19, 2010
AMES TRUE TEMPER, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 333-118086 | 22-2335400 | ||
(State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
of Organization) | Identification No.) |
465 Railroad Avenue, Camp Hill,
Pennsylvania 17011
(Address of Principal Executive
Offices, including Zip Code)
Pennsylvania 17011
(Address of Principal Executive
Offices, including Zip Code)
(717) 737-1500
(Registrants telephone number,
including area code)
including area code)
N/A
(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)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 19, 2010, CHATT Holdings LLC, a Delaware limited liability company (the Seller),
CHATT Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Seller (the
Parent), Griffon Corporation, a Delaware corporation (Griffon), and Clopay Acquisition Corp., a
Delaware corporation and an indirect wholly owned subsidiary of Griffon (the Buyer), entered into
a Stock Purchase Agreement (the Purchase Agreement) pursuant to which the Seller agreed to sell
100% of the issued and outstanding shares of common stock of the Parent, par value $0.01 per share,
to the Buyer for a purchase price of $542 million (subject to certain adjustments) (the Purchase
Price). Ames True Temper, Inc. (the Company) is an indirect wholly owned subsidiary of each of
the Seller and the Parent.
Consummation of the transactions contemplated by the Purchase Agreement (the Transaction) is
subject to customary conditions, including (i) expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the absence of
certain governmental restraints and (iii) the absence of a material adverse effect on the business
of the Parent and its subsidiaries.
The Buyer has obtained equity and debt financing commitments for the Transaction, the
aggregate proceeds of which will be sufficient to pay the Purchase Price and all related fees and
expenses. Griffon has committed to purchase equity interests in the Buyer on the terms and subject
to the conditions set forth in an equity commitment letter, dated July 19, 2010, between Griffon
and the Buyer (the Equity Commitment Letter). Griffon has provided a limited guarantee in favor
of the Seller, dated July 19, 2010 (the Limited Guarantee), guaranteeing the performance of
certain obligations of the Buyer under the Purchase Agreement subject to the terms and conditions
of the Limited Guarantee.
Goldman Sachs Lending Partners LLC has committed to provide up to $650 million in senior
secured credit facilities (comprised of a term loan facility of up to $500 million and a revolving
credit facility of up to $150 million), on the terms and subject to the conditions set forth in a
commitment letter dated July 19, 2010 (the Debt Commitment Letter and, together with the Equity
Commitment Letter, the Financing Commitments).
The Purchase Agreement contains certain termination rights for the Seller and the Buyer. Upon
termination of the Purchase Agreement under specified circumstances by the Seller, the Buyer will
be required to pay the Seller a termination fee equal to $20 million. The Seller and the Parent
have the right to specifically enforce the terms and provisions of the Purchase Agreement in
specified circumstances and subject to certain limitations. If the Financing Commitments are
available to be drawn down by the Buyer and a court does not grant specific performance
to the Seller or the Parent, then, under certain circumstances, the Seller or the Parent may
institute proceedings for monetary damages, and in the event that the Seller or the Parent
establishes in such proceeding that the Buyer has committed a willful breach of the Purchase
Agreement, the parties have agreed that the Buyer will be required to pay the Seller or the Parent
damages of not less than $20 million and up to $40 million.
The Purchase Agreement contains customary representations and warranties by each of the
Seller, the Parent and the Buyer. The Purchase Agreement also contains customary covenants of the
Buyer, the Seller and the Parent, including with respect to the operation of the
business of the Parent and its subsidiaries between the date of the Purchase Agreement and the
consummation of the Transaction (the Closing). The Purchase Agreement also contains
indemnity provisions relating to breaches of representations, warranties and covenants by the
parties.
Under the Purchase Agreement, the Buyer is expected to effect a tender offer for and/or
substantially concurrent with the Closing cause the Company to effect a redemption offer and a
covenant defeasance of both the Senior Floating Rate Notes due 2012 and the 10% Senior Subordinated
Notes due 2012, in each case issued by the Company, in accordance with the indentures governing
each series of Notes.
In connection with the execution of the Purchase Agreement, certain members of management of
the Company entered into agreements with the Company and Griffon that will be effective at and
subject to the Closing (the Management Agreements). The Management Agreements generally address
requirements that management reinvest certain proceeds from the Transaction into common stock of
Griffon, make provision for the granting and vesting of restricted stock of Griffon to management
and incorporate certain changes to their respective employment agreements to reflect Griffon as the
new indirect parent of the Company.
The foregoing description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by the full text of the Purchase Agreement which is filed as Exhibit 10.1
to this Form 8-K, and the terms of which are incorporated herein by reference.
The representations, warranties and other provisions in the Purchase Agreement were made, among
other things, to provide the parties thereto with specified rights and obligations and to allocate
risk among them, and the Purchase Agreement should not be relied upon by buyers, sellers or holders
of the Companys securities.
Item 2.02 Results of Operations and Financial Condition.
On July 19, 2010,
ATT Holding Co. issued a press release relating to the Companys
estimated results of operations for its fiscal quarter ended July 3, 2010, a copy of which is
furnished as Exhibit 99.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers: Compensatory Arrangements of Certain Officers.
In connection with the execution of the Purchase Agreement, certain members of management of
the Company entered into the Management Agreements with the Company and Griffon that will be
effective at and subject to the Closing. A description of the Management Agreements is set forth
above in Item 1.01 and is incorporated by reference herein as if fully set forth herein.
Item 7.01 Regulation FD Disclosure.
On July 19, 2010,
Castle Harlan, Inc., which manages the investment funds that indirectly control the
Company, issued a press release announcing the Transaction, a copy of which is filed as Exhibit
99.2 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
10.1 Stock Purchase Agreement, dated as of July 19, 2010, among CHATT Holdings LLC, CHATT Holdings
Inc., Clopay Acquisition Corp. and Griffon Corporation.
99.1 | Press Release issued by ATT Holding Co. on July 19, 2010. | |
99.2 | Press Release issued by Castle Harlan, Inc. on July 19, 2010. |
Forward-Looking Statements
This Form 8-K contains forward-looking statements that involve numerous risks and
uncertainties. The statements contained in this communication that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act of 1934, as amended, including, without limitation,
statements regarding the expected benefits and closing of the proposed Transaction, the management
of the Company and the Companys expectations, beliefs and intentions. All forward-looking
statements included in this communication are based on information available to the Company on the
date hereof. In some cases, you can identify forward-looking statements by terminology such as
may, can, will, should, could, expects, plans, anticipates, intends, believes,
estimates, predicts, potential, targets, goals, projects, outlook, continue,
preliminary, guidance, or variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any of them do so,
what impact they will have on our results of operations or financial condition. Accordingly, actual
results may differ materially and adversely from those expressed in any forward-looking statements.
Neither the Company nor any other person can assume responsibility for the accuracy and
completeness of forward-looking statements. There are various important factors that could cause
actual results to differ materially from those in any such forward-looking statements, many of
which are beyond the Companys control. These factors include: failure to obtain, delays in
obtaining or adverse conditions contained in any required regulatory or other approvals; failure to
consummate or delay in consummating the Transaction for other reasons; changes in laws or
regulations; and changes in general economic conditions. The Company undertakes no obligation (and
expressly disclaims any such obligation) to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise. For additional
information please refer to the Companys most recent Form 10-K, 10-Q and 8-K reports filed with
the SEC.
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.
AMES TRUE TEMPER, INC. (Registrant) |
||||
Date: July 20, 2010 | By: | /s/ Duane R. Greenly | ||
Duane R. Greenly | ||||
President and Chief Executive
Officer (Principal Executive Officer) |