JOY GLOBAL INC. (NYSE:JOY) Files An 8-K Termination of a Material Definitive Agreement

JOY GLOBAL INC. (NYSE:JOY) Files An 8-K Termination of a Material Definitive Agreement

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Item 1.02

Termination of a Material Definitive
Agreement.

OnApril 5, 2017, in connection with and substantially concurrent
with the Merger, the Company terminated the Amended and Restated
Credit Agreement among the Company, as Borrower, certain of its
domestic subsidiaries, as Guarantors, Bank of America, N.A., as
Administrative Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank
(USA), as Co-Syndication Agents, and the lenders party thereto
(the Term Loan Agreement). The Term Loan Agreement, which
would have matured on July 29, 2019, had an outstanding balance
of approximately $337 million plus accrued interest at the time
of its termination.

OnApril 5, 2017, in connection with and substantially concurrent
with the Merger, the Company terminated the Second Amended and
Restated Credit Agreement among the Company, as Borrower, certain
of its domestic subsidiaries, as Guarantors, Bank of America,
N.A., as Administrative Agent, a Swing Line Lender and an L/C
Issuer, JPMorgan Chase Bank, N.A., as a Swing Line Lender and an
L/C Issuer, Mizuho Bank, Ltd., as an L/C Issuer, and the lenders
party thereto (the Revolving Credit Agreement). The
Revolving Credit Agreement provided for an aggregate revolving
commitment of up to $850 million and would have matured on July
29, 2019. The Revolving Credit Agreement also provided that the
Company could request an increase of up to $250 million of
additional aggregate revolving commitments, subject to terms and
conditions contained in the Revolving Credit Agreement. In
connection with the termination of the Revolving Credit
Agreement, the Company entered into a replacement letter of
credit facility with an aggregate revolving commitment of up to
$150 million with the same lending group. The Company does not
consider this facility to be material.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On the Closing Date, to the terms of the Merger Agreement, Merger
Sub merged with and into the Company, with the Company surviving
the Merger as a wholly-owned subsidiary of Komatsu.

At the effective time of the Merger (the Effective Time),
to the Merger Agreement, each share of common stock, $1.00 par
value, of the Company (Joy Global Common Stock) issued and
outstanding immediately prior to the Effective Time of the Merger
(other than dissenting shares and shares owned by the Company,
Komatsu or any of their respective subsidiaries) was cancelled
and converted into the right to receive $28.30 per share in cash,
without interest, and subject to any applicable withholding
taxes. The transaction resulted in the payment of approximately
$2.9 billion in merger consideration.

In addition, the Companys stock options (whether vested or
unvested), the Companys restricted share unit awards that were
granted prior to the date of the Merger Agreement, the Companys
restricted share unit awards that were held by non-employee
directors (whether granted to such director prior to or after the
date of the Merger Agreement) and the Companys performance share
awards that were outstanding as of immediately prior to the
Effective Time were canceled in consideration for the right to
receive cash payments. The Companys restricted share unit awards
granted after the date of the Merger Agreement (other than any
such award granted to non-employee directors), that were
outstanding as of immediately before the Effective Time were
converted into long-term incentive awards that entitle each
holder to receive a fixed amount in cash.

The foregoing description of the Merger and the Merger Agreement
is not complete and is qualified in its entirety by reference to
the full text of the Merger Agreement, which was filed with the
Securities and Exchange Commission on July 21, 2016 on Form 8-K,
and which is filed herewith as Exhibit 2.1 and is incorporated
herein by reference.

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

On April 5, 2017, the Company notified the New York Stock
Exchange (the NYSE) that the Merger had closed and
requested that the NYSE file with the Securities and Exchange
Commission (the SEC) a Form 25 to delist and deregister
the Joy Global Common Stock under Section12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange Act).
Trading of the Companys common stock on the NYSE will be
suspended prior to the opening of trading on April 6, 2017.

Additionally, the Company intends to file with the SEC
certifications on Form 15 under the Exchange Act requesting the
deregistration of the Companys common stock under Section12(g) of
the Exchange Act and the suspension of the Companys reporting
obligations under Section15(d) of the Exchange Act as promptly as
practicable.

The information set forth under Item2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item3.01.

Item 3.03 Material Modification to the Rights of Security
Holders.

OnApril 5, 2017, in connection with and substantially concurrent
with the Merger, Parent entered into a supplemental indenture
(the Supplemental Indenture) to the Indenture, dated as of
November 10, 2006, between the Company and Wells Fargo Bank,
National Association, as trustee (as amended and supplemented
from time to time, the Indenture), which governs the
Companys 5.125% Senior Notes due 2021 and 6.625% Senior Notes due
2036 (collectively, the Notes).

The Supplemental Indenture provides for Parents unconditional
guarantee of the Companys payment obligations under the Indenture
with respect to the Notes. As previously reported, as a
consequence of its guarantee, Parent will post on its website
annual, quarterly and event-specific reports (prepared under
applicable Japanese law and translated into English) that it is
required to publish under the Financial Instruments and Exchange
Act of Japan and the rules governing timely disclosure of
corporate information by issuers of listed securities on the
Tokyo Stock Exchange. These reports will be made available to
holders of the Notes in lieu of the Companys existing annual,
quarterly and current reporting, which the Company will cease
producing for so long as the Parents guarantee remains in force.

The foregoing description of the Supplemental Indenture does not
purport to be complete and is subject to and qualified in its
entirety by reference to the Supplemental Indenture, a copy of
which is filed herewith as Exhibit 4.1 and is incorporated herein
by reference.

As a result of the termination of the Term Loan Agreement and the
Revolving Credit Agreement described in Item 1.02 above, the
subsidiary guarantees of the Notes will be automatically and
unconditionally released without any action on the part of the
trustee or the holders of the Notes.

The information set forth under Items 2.01, 3.01 and 5.03 of this
Current Report on Form 8-K is incorporated by reference into this
Item3.03.

Item 5.01 Changes in Control of Registrant.

The information set forth under Items 2.01, 3.03 and 5.02 of this
Current Report on Form 8-K is incorporated by reference into this
Item5.01.

Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the Effective Time, the Companys directors ceased serving as
directors to the terms of the Merger Agreement. In addition, at
the Effective Time, the employment of Edward L. Doheny II,
President and Chief Executive Officer, James M. Sullivan, Chief
Financial Officer, and Sean D. Major, Executive Vice President,
General Counsel and Secretary were terminated. These employment
terminations were treated as severance qualifying terminations
for purposes of the employment agreements between each officer
and the Company.

At or immediately after the Effective Time, the following
persons, all of whom have been employees of Komatsu Ltd. or
affiliates, became directors or officers of the Company: Masayuki
Moriyama, Chairman of the Board of Directors; Jeffrey Dawes,
President and Chief Executive Officer and Director; Korekiyo
Yanagisawa, Executive Vice President and Chief Operating Officer
and Director; Gary Kasbeer, Director; Yasuji Nishiura, Director;
Kazuhiko Iwata, Technical Director; Terumi Sasaki, Executive Vice
President and Chief Financial Officer and Director; and Edmund
Bathelt, Executive Vice President, General Counsel and Secretary
and Chief Compliance Officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As of the Effective Time, the Amended and Restated Certificate of
Incorporation of the surviving corporation was amended and
restated to be the same as the Certificate of Incorporation of
Merger Sub, as in effect immediately prior to the Effective Time,
except that the name of the surviving corporation was changed to
be Joy Global Inc. As of the Effective Time, the Amended and
Restated Bylaws of the surviving corporation were amended and
restated to be the same as the bylaws of Merger Sub, as in effect
immediately prior to the Effective Time.

Immediately after the Effective Time, the Amended and Restated
Certificate of Incorporation of Joy Global Inc. was further
amended, and its Amended and Restated Bylaws further amended and
restated. Copies of the Amended and Restated Certificate of
Incorporation, Certificate of Amendment and Amended and Restated
Bylaws as currently in effect are filed as Exhibits 3.1, 3.2 and
3.3 of this Current Report on Form 8-K, respectively, and are
incorporated herein by reference.

to the bylaws, as amended and restated, the fiscal year changed
to begin on April 1 of each year and end on March 31 of the
subsequent year.

The information regarding the Merger and the Merger Agreement set
forth under Item2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item5.03.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Exhibit
2.1 Agreement and Plan of Merger, dated as of July 21, 2016, by
and among Joy Global Inc., a Delaware corporation, Komatsu
America Corp., a Georgia corporation, Pine Solutions Inc., a
Delaware corporation and wholly owned subsidiary of Komatsu,
and (solely for the purposes specified in the Merger
Agreement) Komatsu Ltd., a Japanese joint stock company
(incorporated herein by reference to Exhibit 2.1 of the
Current Report on Form 8-K, filed by Joy Global Inc. on July
21, 2016).
3.1 Amended and Restated Certificate of Incorporation of Joy
Global Inc.
3.2 Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Joy Global Inc.
3.3 Amended and Restated Bylaws of Joy Global Inc.
4.1 Sixth Supplemental Indenture, dated as of April 5, 2017,
among the Company, Komatsu Ltd. and Wells Fargo Bank,
National Association, as trustee.


About JOY GLOBAL INC. (NYSE:JOY)

Joy Global Inc. is a manufacturer and servicer of mining equipment for the extraction of metals and minerals. The Company manufactures and markets original equipment and parts, and performs services for both underground and surface mining, as well as certain industrial applications. It operates in two business segments: Underground Mining Machinery (Underground) and Surface Mining Equipment (Surface). The Company is a producer of underground mining machinery for the extraction of coal, potash, salt, platinum and other bedded materials. It is also a producer of surface mining equipment for the extraction and haulage of copper, coal and other minerals and ores. The Company produces electric mining shovels, and also produces blasthole drills, walking draglines and wheel loaders for open-pit mining operations. The Company’s equipment is used in mining regions throughout the world to mine coal, copper, iron ore, oil sands, gold and other minerals.

JOY GLOBAL INC. (NYSE:JOY) Recent Trading Information

JOY GLOBAL INC. (NYSE:JOY) closed its last trading session up +0.01 at 28.31 with 1,221,435 shares trading hands.

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