NUTRACEUTICAL INTERNATIONAL CORPORATION (NASDAQ:NUTR) Files An 8-K Termination of a Material Definitive Agreement

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NUTRACEUTICAL INTERNATIONAL CORPORATION (NASDAQ:NUTR) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Company’s entry into (i)that certain First Lien Credit Agreement, dated as of August23, 2017, with Parent, Merger Sub, certain domestic subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Antares Capital LP, as administrative agent and collateral agent (the “First Lien Credit Agreement”), and (ii)that certain Second Lien Credit Agreement, dated as of August23, 2017, with Parent, Merger Sub, certain domestic subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and The Northwestern Mutual Life Insurance Company, as administrative agent and collateral agent (the “Second Lien Credit Agreement”), and upon the consummation of the Merger, that certain Amended and Restated Credit Agreement, dated as of December15, 2010 (as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of April1, 2013, and that certain Second Amendment Agreement dated as of November4, 2014), among the Company, Nutraceutical Corporation, a Delaware corporation, the various financial institutions party thereto and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as administrative agent, was terminated, and all obligations and indebtedness outstanding thereunder (other than unasserted contingent obligations) were paid off and extinguished.

Item 2.01Completion of Acquisition or Disposition of Assets.

On August23, 2017, to the Merger Agreement, Merger Sub merged with and into the Company, with the Company as the surviving entity in the Merger. Under the terms and subject to the conditions of the Merger Agreement, at the Effective Time, holders of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time, became entitled to receive $41.80 per share, without interest thereon (the “Per Share Price”) (other than certain excepted shares as described in the Merger Agreement). Each Company performance stock unit (“Company PSU”) that was outstanding as of immediately prior to the Effective Time was canceled and automatically converted into the right to receive an amount in cash, without interest, equal in value to the Per Share Price multiplied by the aggregate number of shares of Company Common Stock subject to such Company PSU (assuming a maximum level of performance achievable under the terms of the Company PSUs), payable in installments as described in the Merger Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.02 of this Current Report on Form8-K is incorporated by reference into this Item 2.03.

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

The information set forth under Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.01.

As a result of the Merger, the Company no longer fulfills the listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”). On August23, 2017, the Company notified the NASDAQ that the Merger had become effective and requested that the NASDAQ (i)suspend trading of the Company Common Stock on the NASDAQ before the opening of trading on August23, 2017 and (ii)file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form25 to delist the Company Common Stock from the NASDAQ and deregister the Company Common Stock under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On August23, 2017, the NASDAQ filed the Form25 with the SEC.

Additionally, the Company intends to file with the SEC a certification and notice of termination on Form15 under the Exchange Act requesting the suspension of the Company’s reporting obligations under Section15(d)of the Exchange Act as promptly as practicable.

Item 3.03Material Modification to the Rights of Security Holders.

The information set forth in Item 2.01 above and Item 5.03 below is incorporated herein by reference into this Item 3.03.

As a result of the Merger, as of the Effective Time, each holder of a certificate formerly representing any shares of Company Common Stock or of book-entry shares of Company Common Stock no longer has any rights with respect to the shares, except for the right to receive the Merger Consideration as set forth in the Merger Agreement.

Item 5.01Changes in Control of Registrant.

The information set forth in Item 2.01 and Item 3.01 above is incorporated herein by reference into this Item 5.01.

As a result of the Merger, the Company became a wholly owned subsidiary of Parent. The aggregate consideration paid by Parent in connection with the Merger in respect of the Company Common Stock was approximately $386.5 million, without giving effect to related transaction fees and expenses and the repayment of indebtedness. Parent funded the Merger with a combination of equity and debt financing, consisting of the following: (i) to the First Lien Credit Agreement, a $230,000,000 senior secured term facility and a $20,000,000 senior secured revolving facility, and (ii) to the Second Lien Credit Agreement, a $95,000,000 senior secured term facility.

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

The information set forth in Item 2.01 above is incorporated herein by reference into this Item 5.02.

At the Effective Time, each of Frank W. Gay II and Jeffrey A. Hinrichs retired as directors and officers of the Company.

Effective upon completion of the Merger, the following persons, who were the directors of Merger Sub, became directors of the Company: Richard F. Lawson,Jr., J. Steven Young, Leslie M. Brown,Jr., Neil H. White and Steven A. Leistner. Kurt A. Krieger was also appointed as a director of the Company following the completion of the Merger.

Effective upon completion of the Merger, the following persons, who were the officers of Merger Sub, became officers of the Company: Richard F. Lawson,Jr., J. Leslie M. Brown,Jr., Neil H. White, Steven A. Leistner, and Kurt A. Krieger. Cory J. McQueen and Stanley E. Soper, who were officers of the Company immediately prior to the Merger, will continue to be officers of the Company. Additionally, Chad J. Clawson was appointed as Chief Executive Officer and Bill Conrad was appointed as Vice President of the Company following the completion of the Merger.

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

to the Merger Agreement, as of the Effective Time, the certificate of incorporation and the bylaws of Merger Sub as in effect immediately prior to the Effective Time became the organizational documents of the Company, except that all references in the certificate of incorporation of Merger Sub (i)to its name, date of incorporation, registered office and registered agent shall instead refer to the name, date of incorporation, registered office and registered agent, respectively, of the Company as provided in the charter immediately prior to the Effective Time and (ii)naming the incorporator(s), the initial board of directors, or original subscribers for shares of Merger Sub shall be omitted.

The certificate of incorporation and the bylaws of the Company effective as of the Effective Time are filed as Exhibit3.1 and Exhibit3.2 of this Current Report on Form8-K, respectively, and are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

See ExhibitIndex.


NUTRACEUTICAL INTERNATIONAL CORP Exhibit
EX-3.1 2 a17-20978_1ex3d1.htm EX-3.1 Exhibit 3.1   AMENDED AND RESTATED CERTIFICATE OF INCORPORATION   OF   NUTRACEUTICAL INTERNATIONAL CORPORATION   FIRST   The name of the corporation is Nutraceutical International Corporation (the “Corporation”).   SECOND   The address of the Corporation’s registered office in the State of Delaware is 200 Bellevue Parkway,…
To view the full exhibit click here

About NUTRACEUTICAL INTERNATIONAL CORPORATION (NASDAQ:NUTR)

Nutraceutical International Corporation is an integrated manufacturer, marketer, distributor and retailer of nutritional supplements and other natural products. The Company’s products include vitamins and minerals; herbs; specialty formulas; personal care products; liquid nutritional products; homeopathics; functional foods, and other products. It offers its products to and through domestic health and natural food stores. It acts as a distributor to the Healthy Foods Channel and to certain international markets for certain third-party brands. It manufactures and sells nutritional supplements and other natural products under numerous brands, including Solaray, KAL, Dynamic Health, Nature’s Life, LifeTime, Natural Balance, NaturalCare, Health from the Sun, Pioneer, Nutra BioGenesis, Life-flo, Organix South, Heritage Store and Monarch Nutraceuticals. It owns various natural food markets, such as The Real Food Company, Thom’s Natural Foods, Cornucopia Community Market and Granola’s.

NUTRACEUTICAL INTERNATIONAL CORPORATION (NASDAQ:NUTR) Recent Trading Information

NUTRACEUTICAL INTERNATIONAL CORPORATION (NASDAQ:NUTR) closed its last trading session at 41.80 with 193,896 shares trading hands.