G&K Services, LLC (TSE:G) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
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Termination of a Material Definitive Agreement. |
On March21, 2017, Cintas Corporation (Parent) completed its
previously announced acquisition of GK Services, Inc. (the
Company). to the terms of the Agreement and Plan of Merger (the
Merger Agreement), dated as of August15, 2016, by and among
Parent, the Company and Bravo Merger Sub, Inc. (Merger Sub),
Merger Sub merged with and into the Company (the Merger), with
the Company continuing as the surviving corporation (the
Surviving Corporation) in the Merger and becoming a wholly owned
subsidiary of Parent. Following the completion of the Merger,
Parent converted the Surviving Corporation from a Minnesota
corporation to a Minnesota limited liability company (the
Conversion) named GK Services, LLC (the Converted Company).
Effective March21, 2017, the Credit Agreement, dated as of
April15, 2015, by and among the Company, GK Services Canada Inc.,
an Ontario corporation, the financial institutions from time to
time party thereto, as lenders, Wells Fargo Bank National
Association, as Administrative Agent, JPMorgan Chase Bank, N.A.
and Bank of America, N.A., as Co-Syndication Agents and
SunTrust Bank and PNC Bank, National Association as
Co-Documentation Agents was terminated and the obligations
thereunder were paid in full.
Effective March21,
2017, the Second Amended and Restated Loan Agreement, dated as of
September29, 2010, by and among GK Receivables Corp., a Minnesota
corporation, as borrower, the Company, as initial service and
performance guarantor, SunTrust Bank, and SunTrust Robinson
Humphrey, Inc., (as amended, restated, supplemented or otherwise
modified) was terminated and the obligations thereunder were paid
in full.
| Item2.01. |
Completion of Acquisition or Disposition of Assets. |
On March21, 2017,
to the terms of the Merger Agreement, Parent completed its
acquisition of the Company through the Merger. At the effective
time of the Merger (the Effective Time), each share of common
stock, par value $0.50, of the Company (the Common Stock) issued
and outstanding immediately prior to the Effective Time (other
than (1)dissenting shares and (2)shares held by the Company,
Parent, Merger Sub or any of their respective direct or indirect
wholly owned subsidiaries) was converted into the right to
receive $97.50 in cash, without interest (the Per Share Merger
Consideration).
In addition, at
the Effective Time, subject to certain exceptions, each option to
purchase Common Stock outstanding as of the Effective Time,
whether vested or unvested, was converted into the right to
receive a cash payment equal to the product of (1)the total
number of shares of Common Stock subject to such option and
(2)the amount by which the Per Share Merger Consideration
exceeded the exercise price per share, less any applicable taxes.
Subject to certain exceptions, as of the Effective Time, all
other equity and equity-based awards of the Company, subject to
time-based or performance-based vesting conditions, were vested
and converted into the right to receive the Per Share Merger
Consideration provided for under their terms as were in effect
immediately prior to the Effective Time.
A copy of the
Merger Agreement was attached as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company with the Securities and
Exchange Commission (SEC) on August 16, 2016 and is incorporated
herein by reference. The foregoing description of the effects of
the Merger and the Merger Agreement, and the transactions
contemplated thereby, does not purport to be complete and is
qualified in its entirety by reference to the Merger
Agreement.
Item3.01.Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As a result of the
Merger, all of the issued and outstanding stock of the Company is
currently owned by Parent. In connection with the closing of the
Merger, the Company notified The NASDAQ Stock Market (NASDAQ) on
March21, 2017 that each share of Common Stock (other than
(1)dissenting shares and (2)shares held by the Company, Parent,
Merger Sub or any of their respective direct or indirect wholly
owned subsidiaries, which were canceled) issued and outstanding
immediately prior to the Effective Time was converted into the
right to receive the Per Share Merger Consideration. On March21,
2017, NASDAQ filed with the SEC a Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934 (as amended, the Exchange Act) on Form 25 to
remove the Common Stock from the listing on NASDAQ and to
deregister the Common Stock. Additionally, the Company intends to
file with the SEC a certification on Form 15 under the Exchange
Act requesting that the Companys reporting obligations under
Sections 13 and 15(d) of the Exchange Act be suspended.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information
set forth under Items 2.01, 3.01 and 5.03 of this Current Report
on Form 8-K is incorporated herein by reference.
| Item5.01. | Changes in Control of Registrant. |
A change in
control of the Company occurred on March21, 2017 when, to the
terms of the Merger Agreement, Merger Sub merged with and into
the Company, with the Company continuing as the Surviving
Corporation. In the Merger, each share of Common Stock issued and
outstanding immediately prior to the Effective Time (other than
(1)dissenting shares and (2)shares held by the Company, Parent,
Merger Sub or any of their respective wholly owned subsidiaries)
was converted into the right to receive the Per Share Merger
Consideration. As a result of the Merger, the Company became an
indirect wholly owned subsidiary of Parent.
Parent paid
approximately $2.2billion in the aggregate as consideration for
the Merger. Parent used (i)the net proceeds from its public
offering of senior notes, (ii)borrowings under its new term loan
agreement and (iii)borrowings under its commercial paper program
to finance the Merger.
Item5.02.Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
to the Merger
Agreement, effective as of the Effective Time, each of John S.
Bronson, Lynn Crump-Caine, Wayne M. Fortun, Thomas R. Greco,
Douglas A. Milroy, Ernest J. Mrozek, M. Lenny Pippin, Alice M.
Richter and Lee J. Schram ceased to be directors of the Company.
Additionally, effective as of the Effective Time, each of Douglas
A. Milroy, Tracy C. Jokinen, Jeffrey L. Cotter, Ian G. Davis and
Kevin A. Fancey ceased to be executive officers of the
Company.
to the Merger
Agreement, at the Effective Time, Scott D. Farmer and Thomas E.
Frooman became the directors of the Surviving Corporation.
Additionally, Scott D. Farmer became the Chief Executive Officer,
J. Michael Hansen became the Vice President Finance and Chief
Financial Officer, and Thomas E. Frooman became the Senior Vice
President, Secretary and General Counsel of the Surviving
Corporation.
In connection with
the Conversion, the Converted Company is managed by its sole
member and has no directors. The officers of the Surviving
Corporation became the officers of the Converted Company.
| Item5.03. |
Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
to the Merger
Agreement, at the Effective Time, the articles of incorporation
of the Company, as in effect immediately prior to the Merger,
were amended in their entirety in the form of the articles of
incorporation attached as Exhibit 3.1 hereto and incorporated by
reference herein.
Following the
completion of the Merger, Parent converted the Surviving
Corporation from a Minnesota corporation to a Minnesota limited
liability company named GK Services, LLC. Copies of the articles
of organization and the limited liability company agreement of
the Surviving Corporation are attached as Exhibits 3.2 and 3.3,
respectively, hereto and incorporated by reference herein.
| Item9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit | ||
| Number | Description | |
|
2.1* |
Agreement and Plan of Merger, among Cintas Corporation, GK Services, Inc. and Bravo Merger Sub, Inc., dated as of August15, 2016 (incorporated by reference to Exhibit 2.1 of GK Services Current Report on Form 8-K filed with the SEC on August16, 2016). |
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|
3.1 |
Articles of Incorporation of GK Services, Inc., adopted March21, 2017. |
|
3.2 |
Articles of Organization of GK Services, LLC, adopted March21, 2017. |
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3.3 |
Operating Agreement of GK Services, LLC, adopted March21, 2017. |
| * |
Certain exhibits and schedules have been omitted and the Company agrees to furnish supplementally to the SEC a copy of any omitted exhibits and schedules upon request. |
About G&K Services, LLC (TSE:G)
Goldcorp Inc. is a gold producer engaged in the operation, exploration, development and acquisition of precious metal properties in Canada, the United States, Mexico, and Central and South America. The Company is engaged in the sale of gold, silver, lead, zinc and copper. The Company’s segments include Red Lake Gold Mines Ontario Partnership (Red Lake), Goldcorp Canada Ltd./Goldcorp Inc. (Porcupine), Musselwhite, Les Mines Opinaca Ltee (Eleonore), Minera Penasquito S.A. de C.V. and Camino Rojo S.A. de C.V. (Penasquito), Desarrollos Mineros San Luis S.A. de C.V. (Los Filos), Montana Exploradora de Guatemala S.A. (Marlin), Oroplata S.A. (Cerro Negro), Corredor SpA (Project Corridor), Minera Alumbrera Limited (Alumbrera), El Morro and Pueblo Viejo Dominicana Corporation (Pueblo Viejo). The Company’s principal product is gold dore with the refined gold bullion sold primarily in the London spot market. G&K Services, LLC (TSE:G) Recent Trading Information
G&K Services, LLC (TSE:G) closed its last trading session up +0.14 at 21.29 with 3,171,283 shares trading hands.
