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