Nordson Corporation (NASDAQ:NDSN) Files An 8-K Entry into a Material Definitive Agreement

Nordson Corporation (NASDAQ:NDSN) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

Amendment to Merger Agreement

As previously announced, on February20, 2017, Nordson Corporation
(Nordson), Viking Merger Corp. (Merger Sub), a wholly owned
subsidiary of Nordson, Vention Medical Holdings, Inc. (Vention)
and VMHI Rep Services, LLC (VMHI), as stockholder representative,
entered into an Agreement and Plan of Merger (the Merger
Agreement). to the terms of the Merger Agreement, Vention will be
merged with and into Merger Sub (the Merger) effective as of the
effective time of the Merger (the Effective Time).

On March30, 2017, Nordson, Merger Sub, Vention and VMHI entered
into the First Amendment to Agreement and Plan of Merger (the
Amendment) to which the parties agreed, among other things, that
the Cash Consideration (as defined in the Merger Agreement) would
be increased by $11.5million and, in connection therewith, that
Nordson would not have any obligation to pay to Ventions
stakeholders any tax refunds or credits related to the
pre-closing periods and any tax benefits related to the
pre-closing periods that are utilized by Nordson after the
consummation of the Merger.

The foregoing description of the Amendment is a summary only and
is qualified in its entirety by the terms of the Amendment, a
copy of which is filed as an exhibit to this Current Report on
Form 8-K and is incorporated herein by reference.

Term Loan Agreement

On March31, 2017, in connection with the closing of the Merger,
Nordson established a $705.0million term loan facility to the
terms of the First Amendment and Joinder to Term Loan Agreement
(the Term Loan Amendment), dated as of March31, 2017, by and
among Nordson, the lenders party thereto and PNC Bank, National
Association, as lender and administrative agent, which amended
the single-purpose term loan agreement (as amended by the Term
Loan Amendment, the Term Loan Agreement), by and among Nordson,
the lenders party thereto, PNC Bank, National Association, as
lender and administrative agent, the joint lead arrangers and
joint bookrunners party thereto, the co-syndication agents party
thereto and the co-documentation agents party thereto.

The Term Loan Agreement:

provides for the following term loans in three tranches:
$200.0 Million Eighteen Month Senior Unsecured Term Loan
$200.0 Million Three Year Senior Unsecured Term Loan
$305.0 Million Five Year Senior Unsecured Term Loan;
contains a number of covenants that Nordson believes are
usual and customary for single-purpose unsecured term loan
agreements, including compliance with various financial
ratios and tests, and certain covenants that restrict, among
other things, Nordsons and its subsidiaries ability to: incur
debt; incur liens; merge or consolidate with other companies
and make certain acquisitions; and
contains customary events of default (subject to grace
periods, as appropriate) including among others: nonpayment
of principal, interest or fees; breach of the representations
or warranties in any material respect; breach of the
financial, affirmative or negative covenants; default of
payment on, or accelerations of, other material indebtedness;
bankruptcy or insolvency; material judgments entered against
Nordson or any of its subsidiaries; certain specified events
under the Employee Retirement Income Security Act of 1974, as
amended; certain changes in control of Nordson; and the
invalidity or unenforceability of the Term Loan Agreement or
other documents associated with the Term Loan Agreement.

Borrowings under the Term Loan Agreement bear interest at either
an alternate base rate or an adjusted LIBOR rate plus, in each
case, an applicable margin. Such applicable margin is based on
Nordsons Leverage Ratio (as defined in the Term Loan Agreement).
Interest is payable (a)in the case of alternate base rate loans,
quarterly, and (b)in the

case of LIBOR rate loans, on the maturity date of the borrowing,
or quarterly from the effective date for borrowings exceeding
three months.

Borrowings under the Term Loan Agreement are available for use by
Nordson for the single purpose of acquiring Vention via the
Merger.

The foregoing description of the Term Loan Agreement is a summary
only and is qualified in its entirety by the terms of the Term
Loan Agreement, a copy of which is filed as an exhibit to this
Current Report on Form 8-K and is incorporated herein by
reference.

Item2.01 Completion of Acquisition or Disposition of
Assets.

On March31, 2017, to the terms of the Merger Agreement, Nordson,
Vention and Merger Sub completed the Merger, with Vention merging
with and into Merger Sub (the Merger) effective as of the
Effective Time. As a result of the Merger, Merger Sub ceased to
exist and Vention survived as a wholly owned subsidiary of
Nordson.

Vention is a leading designer, developer and manufacturer of
minimally invasive interventional delivery devices, catheters and
advanced components for the global medical technology market.
Under the terms of the Merger Agreement, as amended, Nordson
acquired Vention, excluding all of the outstanding capital stock
of Vention Medical, Inc. (Vention Medical), and certain
subsidiaries of Vention Medical that were sold to a third party
prior to the Effective Time, on a cash-free and debt-free basis
for an aggregate purchase price of $716.5million, subject to
certain adjustments (including a customary working capital
adjustment), resulting in a transaction with an approximate
enterprise value of $705million.

The foregoing description of the Merger Agreement is a summary
only and is qualified in its entirety by the terms of the Merger
Agreement, a copy of which is filed as an exhibit to this Current
Report on Form 8-K and is incorporated herein by reference.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.

The disclosures
set forth in Item1.01 of this Current Report on Form 8-K
pertaining to the Term Loan Agreement are hereby incorporated by
reference into this Item 2.03. On March31, 2017, Nordson borrowed
the full $705.0million available under the Term Loan Agreement to
fund a portion of the consideration for the Merger.

Item9.01 Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired.

Nordson will
provide the financial statements required to be filed by
Item9.01(a) ofForm8-Kby amendment to this Current Report
onForm8-Kno later than the 71st day after the required filing
date for this Current Report onForm8-K.

(b) Pro Forma Financial Information.

Nordson will
provide the pro forma financial information required to be filed
by Item9.01(b) ofForm8-Kby amendment to this Current Report
onForm8-Kno later than the 71st day after the required filling
date for this Current Report onForm8-K.

(d) Exhibits.

Exhibit

Description

2.1* Agreement and Plan of Merger, dated as of February20, 2017,
by and among Nordson Corporation, Viking Merger Corp.,
Vention Medical Holdings, Inc. and VMHI Rep Services, LLC
2.2 First Amendment to Agreement and Plan of Merger, dated as of
March30, 2017, by and among Nordson Corporation, Viking
Merger Corp., Vention Medical Holdings, Inc. and VMHI Rep
Services, LLC
4.1 First Amendment and Joinder to Term Loan Agreement, dated as
of March31, 2017, by and among Nordson Corporation, the
lenders party thereto and PNC Bank, National Association, as
administrative agent and lender, and Term Loan Agreement,
dated as of February21, 2017, by and among Nordson
Corporation, the lenders party thereto, PNC Bank, National
Association, as lender and administrative agent, the joint
lead arrangers and joint bookrunners party thereto, the
co-syndication
agents party thereto and the co-documentation agents party
thereto
* Certain exhibits and schedules have been omitted and Nordson
agrees to furnish supplementally to the Securities and
Exchange Commission a copy of any omitted exhibits and
schedules upon request.


About Nordson Corporation (NASDAQ:NDSN)

Nordson Corporation engineers, manufactures and markets differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces. The Company’s segments include Adhesive Dispensing Systems, Advanced Technology Systems and Industrial Coating Systems. The Adhesive Dispensing Systems segment delivers its precision dispensing and processing technology to various markets. The Advanced Technology Systems segment integrates its product technologies found in progressive stages of a customer’s production process, such as surface treatment, precisely controlled automated, and post-dispense bond testing, optical inspection and X-ray inspection. The Industrial Coating Systems segment provides equipment used primarily for applying coatings, paint, finishes, sealants and other materials, and for curing and drying of dispensed material.

Nordson Corporation (NASDAQ:NDSN) Recent Trading Information

Nordson Corporation (NASDAQ:NDSN) closed its last trading session up +0.17 at 122.70 with 341,235 shares trading hands.

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