ARCTIC CAT INC. (NASDAQ:ACAT) Files An 8-K Termination of a Material Definitive Agreement

ARCTIC CAT INC. (NASDAQ:ACAT) Files An 8-K Termination of a Material Definitive Agreement

Story continues below

Item 1.02 Termination of a Material Definitive
Agreement.

On March6, 2017, in connection with the closing of the Offer (as
defined below), the Company terminated the Second Amended and
Restated Loan and Security Agreement (the Existing Credit
Agreement
), between the Company and Bank of America, N.A. as
lender and agent. All outstanding loans and other obligations
under the Existing Credit Facility were repaid in full. No early
termination penalties were incurred by the Company in connection
with the termination of the Existing Credit Agreement.

Item 2.01 Completion of Acquisition or
Disposition of Assets.

to the Merger Agreement, upon the terms and subject to the
conditions thereof, on February2, 2017, Purchaser commenced a
tender offer (the Offer) to purchase all of the
outstanding shares of common stock, par value $0.01 per share
(each, a Share and collectively, the Shares) of the
Company at a price of $18.50 per Share (the Offer Price),
payable net to the holder thereof in cash, without interest and
subject to any withholding of taxes required by applicable law,
upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated February2, 2017 (as amended or
supplemented from time to time, the Offer to Purchase) and
in the related letter of transmittal (as it may be amended or
supplemented, the Letter of Transmittal).

On March6, 2017, the Company and Purchaser announced the results
and completion of the Offer, which expired at 5:00 p.m.(New York
City time) on March3, 2017. According to Wells Fargo Bank, N.A.,
the depositary for the Offer (the Depositary), as of the
expiration of the Offer, a total of 10,320,282 Shares were
validly tendered and not properly withdrawn, representing
approximately 79% of the outstanding Shares, or 73% of the Shares
on a fully diluted basis (as determined to the Merger Agreement).
In addition, the Depositary received commitments to tender
approximately 344,208 Shares in accordance with guaranteed
delivery procedures, which, when combined with the Shares validly
tendered and not properly withdrawn from the Offer, represented
approximately 82% of the outstanding Shares and 75% of the Shares
on a fully diluted basis (as determined to the Merger Agreement).

Also on March6, 2017, Purchaser exercised its option (the Top
Up Option
), granted under the Merger Agreement, to purchase
24,103,927 Shares from the Company. The Company also announced
that Purchaser had accepted for payment, in accordance with the
terms of the Offer, all Shares that were validly tendered and not
properly withdrawn prior to the expiration of the Offer.

As a result of Purchasers exercise of the Top Up Option, on
March6, 2017, Purchaser owned more than 90% of the Shares on a
fully diluted basis (as determined to the Merger Agreement). On
March6, 2017, in accordance with the Merger Agreement and as
permitted by applicable law, Purchaser merged with and into the
Company (the Merger) through a short-form merger to
Section302A.621 of the Minnesota Business Corporation Act (the
MBCA).

At the effective time of the Merger (the Effective
Time
): (i)Purchaser was merged with and into the Company,
with the Company continuing as the surviving corporation and an
indirect wholly owned subsidiary of Parent (the Surviving
Company
); (ii)each Share owned by Purchaser, Parent, or any
direct or indirect wholly owned subsidiary of Parent
immediately prior to the Effective Time was canceled without
any conversion thereof or payment or distribution thereto;
(iii)each share of common stock, par value $0.01 per share, of
Purchaser issued and outstanding immediately prior to the
Effective Time was converted into and became one validly
issued, fully paid and nonassessable share of common stock, par
value $0.01 per share, of the Surviving Company; and (iv)each
Share issued and outstanding immediately prior to the Effective
Time, other than Shares canceled in accordance with (ii)above
and Shares held of record or beneficially by persons who had
not voted in favor of approval and adoption of the Merger
Agreement and who were entitled to demand and properly
exercised dissenters rights with respect to such Shares to, and
who complied in all respects with, Sections 302A.471 and
302A.473 of the MBCA, were not converted into the right to
receive the Offer Price, but instead will receive the payment
of fair value of such Shares, including interest, determined in
accordance with Section302A.473 of the MBCA.

Based on the Offer Price of $18.50 per Share and the number of
Shares accepted for payment by Purchaser, the value of the
Shares purchased in connection with the Offer was approximately
$191 million.

The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Merger Agreement, a copy of which was included
as Exhibit2.1 to the Current Report on Form8-K filed by the
Company with the Securities and Exchange Commission (the
SEC) on January25, 2017, and which is incorporated
herein by reference.

Item3.01 Notice of Delisting or
Failure to Satisfy a Continued Listing Ruleor Standard;
Transfer of Listing.

On March6, 2017, the Company notified The NASDAQ Stock Market
(NASDAQ) of the effectiveness of the Merger. As a result
of the Merger, the Company will no longer fulfill the numerical
listing requirements of NASDAQ. Accordingly, on March6, 2017,
at the Companys request, NASDAQ filed with the SEC a
Notification of Removal from Listing and/or Registration under
Section12(b)of the Securities Exchange Act of 1934, as amended
(the Exchange Act), on Form25, to delist and deregister
the Shares from NASDAQ. The Company intends to file with the
SEC a Form15 under the Exchange Act to deregister the Shares
and suspend the Companys reporting obligations under Sections
13 and 15(d)of the Exchange Act.Trading of the Shares on NASDAQ
ceased as of the close of trading on March6, 2017.

Item3.02. Unregistered Sales of Equity
Securities.

The information set forth above in Item 2.01 of this Current
Report on Form8-K is incorporated herein by reference.

On March6, 2017, the Company issued and sold 24,103,927 Shares
(the Top Up Option Shares), which is equal to the lowest
number of Shares that, when added to the number of Shares
owned, directly or indirectly, by Purchaser and Parent, in the
aggregate, at the time of such exercise, constituted one Share
more than 90% of the Shares on a fully diluted basis (as
determined to the Merger Agreement), to the Purchaser in
exchange for $241,039.27 in cash, which amount represents the
par value of the Top Up Option Shares, and a promissory note in
the principal amount of $445,681,610.23, reflecting the balance
of the purchase price of the Top Up Option Shares. The Top Up
Option Shares were sold

to the Top Up Option granted to Purchaser under the Merger
Agreement. The issuance and sale of the Top Up Option Shares
were exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act),
to Section4(a)(2)of the Securities Act, as it did not involve a
public offering of securities.

Item3.03 Material Modification to
Rights of Security Holders.

The information set forth in Items 2.01 and 5.03 of this
Current Report on Form8-K is incorporated herein by reference.

As a result of the Merger, each of the remaining outstanding
Shares (other than Shares (i)owned by Purchaser, Parent, or any
direct or indirect wholly owned subsidiary of Parent and
(ii)held of record or beneficially by a person who has not
voted in favor of approval and adoption of the Merger Agreement
and who is entitled to demand and properly exercises dissenters
rights with respect to such Shares (Dissenting Shares))
was canceled and automatically converted into the right to
receive the Offer Price, payable net to the holder in cash,
without interest and subject to any withholding of taxes
required by applicable law. Dissenting Shares will not be
converted into the right to receive the Offer Price and will
instead represent the right to receive payment of the fair
value of such Dissenting Shares determined in accordance with
and to the extent provided by Sections 302A.471 and 302A.473 of
the MBCA.

Item5.01 Changes in Control of
Registrant.

The information set forth in Items 2.01, 3.03 and 5.03 of this
Current Report on Form8-K is incorporated herein by reference.

On March6, 2017, as a result of the acceptance of the Shares in
the Offer, a change of control of the Company occurred. At the
Effective Time, the Company became an indirect wholly owned
subsidiary of Parent. Parent now beneficially owns 50% of the
voting securities of the Company. The total amount of the
consideration payable in connection with the change of control
transaction was approximately $191 million. To complete the
acquisition, Purchaser used funds borrowed from Parent and
evidenced by a promissory note, and Parent used its cash on
hand.

Item5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers.

The information set forth above in Item 2.01 of this Current
Report on Form8-K is incorporated herein by reference.

On March6, 2017, from and after the Effective Time, each of Kim
A. Brink, Tony J. Christianson, Andrew S. Duff, Susan E.
Lester, Christopher T. Metz, Joseph F. Puishys, and Kenneth J.
Roering resigned as directors of the Company.

Also on March6, 2017, as a result of the Merger and in
accordance with the terms of the Merger Agreement, Kevin P.
Holleran, Roderic Parson and Daniel B. Tidwell, the directors
of Purchaser immediately prior to the Effective Time, became
the directors of the Company.

Information about Kevin P. Holleran, Roderic Parson and Daniel
B. Tidwell is contained in the Offer to Purchase, filed as
Exhibit(a)(1)(A)to the Tender Offer Statement on Schedule TO
originally filed by Purchaser, Textron Specialized Vehicles
Inc., and Textron with the SEC on February2, 2017, which
information is incorporated herein by reference.

Item5.03 Amendments to Articles of
Incorporation or Bylaws; Change of Fiscal Year.

The information set forth above in Item 2.01 of this Current
Report on Form8-K is incorporated herein by reference.

On March6, 2017, as a result of the Merger and in accordance
with the terms of the Merger Agreement, the Restated Articles
of Incorporation of the Company as in effect as of the Merger
Agreement were amended in their entirety to read the same as
the articles of incorporation of Purchaser immediately prior to
the Effective Time, except that the name of Purchaser set forth
therein was changed to Arctic Cat Inc. and as so amended became
the articles of incorporation of the Surviving Company, until
thereafter amended as provided therein or in accordance with
applicable law.

The articles of incorporation of the Company as so amended are
attached as Exhibit3.1 hereto and are incorporated herein by
reference.

On March6, 2017, as a result of the Merger and in accordance
with the terms of the Merger Agreement, the Amended and
Restated Bylaws of the Company as in effect as of the date of
the Merger Agreement were amended in their entirety to read the
same as the bylaws of Purchaser immediately prior to the
Effective Time and as so amended became the bylaws of the
Surviving Company, until thereafter amended as provided therein
or in accordance with applicable law.

The bylaws of the Company as so amended are attached as
Exhibit3.2 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

DescriptionofExhibit

2.1

Agreement and Plan of Merger by and among Textron Inc.,
Aces Acquisition Corp., and Arctic Cat Inc., dated
January24, 2017incorporated by reference to Exhibit2.1 to
Arctic Cat Inc.s Current Report on Form8-K filed with the
SEC on January25, 2017.

3.1

Second Amended and Restated Articles of Incorporation of
Arctic Cat Inc.

3.2

Second Amended and Restated Bylaws of Arctic Cat Inc.


About ARCTIC CAT INC. (NASDAQ:ACAT)

Arctic Cat Inc. (Arctic Cat) designs, engineers, manufactures and markets snowmobiles and all-terrain vehicles (ATVs) and recreational off-highway vehicles (side-by-sides or ROVs), as well as related parts, garments and accessories (PG&A). The Company offers its products under the Arctic Cat and MotorFist brand names. The Company operates through two segments: snowmobile and ATV/ROV, and PG&A. The Company produces a line of snowmobiles, consisting of approximately 60 models, marketed under the Arctic Cat brand name. Its ATVs line includes approximately 30 models. The Company offers a total of approximately 16 models under ROVs. The Company provides Arctic Cat Snowmobile, ATV and ROV parts, garments and accessories. It markets its products through a network of independent dealers located throughout the United States, Canada and Europe, and through distributors representing dealers in Europe, Russia, South America, the Middle East, China, Asia and other international markets.

ARCTIC CAT INC. (NASDAQ:ACAT) Recent Trading Information

ARCTIC CAT INC. (NASDAQ:ACAT) closed its last trading session up +0.01 at 18.50 with 244,440 shares trading hands.

An ad to help with our costs