THE VALSPAR CORPORATION (NYSE:VAL) Files An 8-K Termination of a Material Definitive Agreement
Item1.02.
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Termination of a Material Definitive Agreement. |
On June1, 2017, in connection with the Merger, the Company
terminated that certain Amended and Restated Credit Agreement,
dated as of December16, 2013 (the Credit Agreement), by and among
the Company, the subsidiary borrowers referred to therein, Wells
Fargo Bank, National Association, as administrative agent and an
issuing bank and lender, Bank of America, N.A., as syndication
agent and an issuing bank and lender and the lenders party
thereto. There were no amounts outstanding under the Credit
Agreement at the time of termination.
| Item2.01. |
Completion of Acquisition or Disposition of Assets. |
As described above, at the Effective Time on the Closing Date,
Sherwin-Williams completed its previously announced acquisition
of the Company.As a result of the Merger, the Company became a
wholly owned subsidiary of Sherwin-Williams. At the Effective
Time, each outstanding share of common stock of Valspar, par
value $0.50 per share (Common Stock) (other than Common Stock
held in treasury by Valspar, owned by a wholly owned subsidiary
of Valspar or owned by Sherwin-Williams or any of its wholly
owned subsidiaries) was automatically converted into the right to
receive $113.00 in cash (the Merger Consideration).
Also as previously disclosed, on April11, 2017, the Company
entered into that certain Asset Purchase Agreement (as amended,
the Purchase Agreement) with Axalta Coating Systems Ltd. (Axalta)
and, solely with respect to certain provisions, Sherwin-Williams,
providing for the purchase by Axalta of certain assets of the
Companys North America Industrial Wood Coatings business for $420
million, subject to certain customary adjustments (the
Divestiture). On May31, 2017, Axalta, Valspar and
Sherwin-Williams entered into an amendment to the Purchase
Agreement, which made changes thereto required to obtain
regulatory approval. On the Closing Date, upon the terms and
subject to the conditions set forth in the Purchase Agreement,
the Divestiture was completed. The Divestiture was completed as a
result of the reviews by the Federal Trade Commission and the
Canadian Competition Bureau of the acquisition of Valspar by
Sherwin-Williams.
At the Effective Time, (a)each outstanding Company stock option,
restricted stock unit award, performance-based restricted stock
unit award and restricted share award granted prior to the date
of the Merger Agreement was converted into the right to receive a
cash payment equal to the product of (i)the number of shares of
Common Stock subject to such award and (ii)the Merger
Consideration (in the case of stock options, less the exercise
price per share), less any applicable taxes, and (b)each
outstanding Company stock option and restricted stock unit award
granted after the date of the Merger Agreement was converted into
an equivalent award relating to shares of Sherwin-Williams common
stock on the terms set forth in the Merger Agreement.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, which was filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission (SEC) on March21, 2016 and the terms of which are
incorporated by reference herein.
| Item3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On the Closing Date, the Company notified the New York Stock
Exchange (the NYSE) that the Merger had been completed, and
requested that the NYSE suspend trading of the Common Stock on
the NYSE and remove the Common Stock from listing on the NYSE, in
each case, prior to market open on the Closing Date. The Company
also requested that the NYSE file with the SEC a notification of
removal from listing on Form 25 to delist the Common Stock from
the NYSE and to deregister the Common Stock under Section12(b) of
the Securities Exchange Act of 1934, as amended (the Exchange
Act). On the Closing Date, in accordance with the Companys
request, the NYSE filed the Form 25 with the SEC.
The Company intends to file with the SEC a certification and
notice of termination on Form 15 requesting that the Companys
reporting obligations under Sections 13 and 15(d) of the Exchange
Act be terminated with respect to the Common Stock.
The information set forth in the Introductory Note above and in
Item2.01 is incorporated by reference into this Item3.01.
| Item3.03. |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note above and in
Item1.01, Item2.01 and Item3.01 is incorporated by reference into
this Item3.03.
| Item5.01. | Changes in Control of Registrant. |
The information set forth in the Introductory Note above and in
Item2.01 and Item5.02 is incorporated by reference into this
Item5.01.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Directors
to the Merger Agreement, effective at the Effective Time, each of
Ian R. Friendly, Janel S. Haugarth, John M. Ballbach, David
Lumley, Jack J. Allen, John S. Bode, Jeffrey H. Curler, Shane D.
Fleming, William M. Cook, Gary E. Hendrickson and Mae C. Jemison
ceased to be directors of the Company. Additionally, effective as
of the Effective Time, John G. Morikis became the sole director
of the Company.
Executive Officers
to the Merger Agreement, effective at the Effective Time, each of
Gary E. Hendrickson, James L. Muehlbauer, Rolf Engh, Howard
Heckes and Les Ireland ceased to be executive officers of the
Company. Following the Effective Time, the officers of the
Company are as follows: John G. MorikisPresident, Allen J.
MistysynVice President and Treasurer, Catherine M. KilbaneVice
President and Secretary, Jeffrey J. MiklichVice President and
Assistant Treasurer, Michael T. CumminsVice President and
Assistant Secretary, Stephen J. PerisuttiVice President and
Assistant Secretary and Mary L. GarceauVice President and
Assistant Secretary.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Certificate of Incorporation
At the Effective Time, the Restated Certificate of Incorporation
of the Company was amended and restated as set forth in the
Certificate of Incorporation that is filed as Exhibit 3.1 hereto
and is incorporated herein by reference.
Bylaws
Immediately after the Effective Time, the Restated Bylaws of the
Company were amended and restated as set forth in the Bylaws that
are filed as Exhibit 3.2 hereto and are incorporated herein by
reference.
| Item9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated balance sheet of
the Company as of April28, 2017 and the unaudited pro forma
condensed consolidated statements of operation of the Company for
the six months ended April28, 2017 and for the fiscal year ended
October28, 2016, in each case giving pro forma effect to the
Divestiture, are included as Exhibit 99.1 to this Current Report
on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
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ExhibitNo. |
Description of Exhibit |
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2.1 |
Agreement and Plan of Merger, dated as of March 19, 2016, by and among The Valspar Corporation, The Sherwin-Williams Company and Viking Merger Sub, Inc. (attached as Exhibit 2.1 to the Form 8-K of The Valspar Corporation filed on March 21, 2016). |
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3.1 |
Amended and Restated Certificate of Incorporation of The Valspar Corporation. |
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3.2 |
Amended and Restated Bylaws of The Valspar Corporation. | |
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99.1 |
Unaudited Pro Forma Condensed Consolidated Financial Information. |
About THE VALSPAR CORPORATION (NYSE:VAL)
The Valspar Corporation is engaged in developing, manufacturing and distributing a range of coatings, paints and related products. The Company operates through two segments: Coatings and Paints. The Coatings segment includes its industrial product lines and packaging product line. The Company offers decorative and protective coatings for metal, wood and plastic primarily for sale to original equipment manufacturing (OEM) customers in Africa, Asia, Australia, Europe, North America and South America. The Paints segment includes consumer paints and automotive paint refinishes product lines. The Company offers a range of paints, primers, topcoats and aerosol spray paints through retailers, distribution networks and the Company-owned stores. The Company offers a portfolio of interior and exterior decorative paints, stains, primers, varnishes and specialty decorative products, such as enamels, aerosols and faux finishes, used in both the do-it-yourself and professional markets. THE VALSPAR CORPORATION (NYSE:VAL) Recent Trading Information
THE VALSPAR CORPORATION (NYSE:VAL) closed its last trading session at 0.0000 with 4,673,480 shares trading hands.