General Cable Corporation (NYSE:BGC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
The aggregate consideration paid by Parent in the Merger to the Company’s stockholders was approximately $1.5billion in cash. The source of the funds for the consideration paid by Parent in the Merger to the Company’s stockholders was a combination of existing cash resources and the proceeds from new indebtedness.
| Item 1.01 | Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing. |
In connection with the consummation of the Merger, the Company (i)notified the New York Stock Exchange (the “NYSE”) on the Closing Date of the consummation of the Merger and (ii)requested that the NYSE file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Shares on the NYSE was suspended as of approximately 9:00a.m. EST on June6, 2018. Parent intends to file with the SEC a Form 15 requesting the termination of registration of the Shares under Section12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 1.01 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note and in Items 1.01, 1.02, 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
to the Merger Agreement and subject to the terms and conditions thereof, at the Effective Time, (i)each outstanding stock option of the Company (whether vested or unvested) 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 the exercise price per share under such stock option, (ii)each outstanding restricted stock unit award of the Company (a)held by a non-employee director was accelerated and converted into the right to receive (without interest) an amount in cash equal to the Merger Consideration with respect to each share of Common Stock underlying such award and, (b)not held by a non-employee director converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the Merger Consideration with respect to each share of Common Stock underlying such award and as converted, each such award shall be subject to the same terms and conditions applicable to the original restricted stock unit award, provided that the vesting of such converted award shall occur on the earlier of (1)the originally scheduled vesting date and (2)the date that is six months following the Closing Date, subject to continued employment with Parent and its subsidiaries through such applicable date (or upon the holder’s earlier qualifying termination), and (iii)each performance-based stock unit award of the Company was cancelled and converted into an award representing the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to the Merger Consideration with respect to each share of Common Stock subject to such award (determined based on actual performance with respect to those awards granted in 2016 and on target performance with respect to those awards granted in 2017) and as converted, each such award shall be subject to the same terms and conditions applicable to the original performance-based stock unit award, provided that the performance-based vesting conditions shall no longer apply.
| Item 1.01 | Change in Control of Registrant. |
The information set forth in the Introductory Note and in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
As a result of the consummation of the Merger, at the Effective Time, a change of control of the Company occurred, Merger Sub was merged with and into the Company, and the Company became a wholly owned subsidiary of Parent.
| Item 1.01 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger, at the Effective Time, all of the members of the board of directors of the Company, which includes JohnE.Welsh,III, SallieB.Bailey, EdwardChildsHall,III, GregoryE.Lawton, MichaelT.McDonnell, CraigP.Omtvedt and PatrickM.Prevost, ceased serving as directors of the Company and the following executive officers of
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the Company: Michael T. McDonnell, Matti M. Masanovich, Shruti Singhal, Roberto A. Sacasa, Emerson C. Moser and Leah S. Stark, ceased serving as executive officers of the Company. Following the Effective Time, Parent, the sole stockholder of the Company, elected Massimo Battaini, Fabio Ignazio Romeo and Fabio Bocchio as directors of the Company and appointed the following persons to the offices of the Surviving Corporation, effective immediately: Massimo Battaini was appointed President and Chief Executive Officer; Fabio Bocchio was appointed Vice President, Treasurer and Chief Financial Officer, Ramon J. Ceron was appointed Vice President and Assistant Treasurer, Ryan Green was appointed Vice President and Secretary and Gian Luca Dellepiane was appointed Vice President and Chief Human Resources Officer.
| Item 1.01 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of December 3, 2017, by and among Prysmian S.p.A., Alisea Corp. and General Cable Corporation (incorporated by reference to Exhibit 2.1 to General Cable Corporation’s Current Report on Form 8-K filed on December 4,2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of General Cable Corporation. |
| 3.2 | Amended and Restated Bylaws of General Cable Corporation. |
| 4.1 | First Supplemental Indenture, dated June6, 2018, by and among General Cable Corporation, Prysmian S.p.A., and U.S. Bank National Association, as trustee. |
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GENERAL CABLE CORP /DE/ ExhibitEX-3.1 2 d600292dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of GENERAL CABLE CORPORATION ARTICLE I The name of the corporation is General Cable Corporation (the “Corporation”). ARTICLE II The address,…To view the full exhibit click here
About General Cable Corporation (NYSE:BGC)
General Cable Corporation is engaged in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company operates through four segments: North America, Europe, Latin America, and Africa/Asia Pacific. The Company additionally engages in the design, integration and installation on a turnkey basis for products, such as high and extra-high voltage terrestrial and submarine systems. The Company offers products in categories, including as electric utility, electrical infrastructure, communications, construction and rod mill. The Company offers products to the markets, including power generating stations; industrial applications; military; infrastructure; automotive aftermarket; industrial power and control; medical; telecom local loop; enterprise networking and multimedia applications, and industrial instrumentation control.
