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CCIX > SEC Filings for CCIX > Form 8-K on 11-Feb-2014All Recent SEC Filings

Show all filings for COLEMAN CABLE, INC.

Form 8-K for COLEMAN CABLE, INC.


11-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisition or


Item 1.02 Termination of a Material Definitive Agreement.

Redemption of the 9% Senior Notes Due 2018; Satisfaction and Discharge of Indenture.

On February 11, 2014, an irrevocable notice of redemption of the Company's outstanding 9% Senior Notes due 2018 (the "Notes") was delivered to the holders thereof, calling for redemption of the entire outstanding $275,000,000 in principal of the Notes on March 13, 2014 (the "Redemption Date") pursuant to the terms of the Indenture, dated as of February 3, 2010 (as supplemented by that certain First Supplemental Indenture dated as of August 12, 2011 and that certain Second Supplemental Indenture dated as of August 13, 2012, the "Indenture") among the Company, the guarantors party thereto and Deutsche Bank National Trust Company, as trustee (the "Trustee"), governing the Notes. The redemption price for the $275,000,000 in aggregate principal amount of Notes to be redeemed is equal to 104.50% of the principal amount of such Notes, or $287,375,000, plus $1,925,000, or $7 per $1,000 principal amount of Notes, for accrued and unpaid interest on the Notes from the next scheduled semi-annual interest payment date of February 15, 2014 to, but not including, the Redemption Date. The redemption price, plus the accrued and unpaid interest on the Notes, totals $289,300,000 (the "Redemption Payment").

Also on February 11, 2014, following the deposit by Parent with the Trustee of $301,675,000 for payment of the Redemption Price plus $12,375,000 for the regular semi-annual interest payment to be paid to holders on February 15, 2014, the Indenture was satisfied and discharged. As a result of the satisfaction and discharge of the


Indenture, the Company has been released from its obligations with respect to the Indenture and the Notes, except with respect to those provisions of the Indenture, that by their terms, survive the satisfaction and discharge of the Indenture.

Termination of Credit Facility.

On February 11, 2014, the Company's $250,000,000 five-year revolving credit facility pursuant to the Second Amended and Restated Credit Agreement, dated as of August 4, 2011, by and among the Company, the lenders party thereto, Wells Fargo Capital Finance LLC, as the US agent, and Wells Fargo Financial Corporation Canada, as the Canadian Agent, was repaid in full and terminated.



Item 2.01 Completion of Acquisition or Disposition of Assets.

As described in the Introductory Note above, on February 11, 2014, Merger Sub accepted for payment and paid for all Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date, and shortly thereafter, the Merger was completed pursuant to Section 251(h) of the DGCL, with no stockholder vote required to consummate the Merger. At the effective time of the Merger, the Company became a wholly owned subsidiary of Parent. As a result, a change of control of the Company occurred.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.



Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

On February 11, 2014, in connection with the consummation of the Offer and the Merger, the Company (i) notified the NASDAQ Stock Market ("NASDAQ") of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Shares on the NASDAQ was suspended as of the close of trading on February 11, 2014. The Company also intends to file with the SEC a Form 15 requesting that the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act be suspended.



Item 3.03 Material Modification to Rights of Security Holders.

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.



Item 5.01 Change in Control of Registrant.

The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.



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

In connection with the Merger and as contemplated by the Merger Agreement, each of David Bistricer, Shmuel D. Levinson, Dennis J. Martin, Isaac M. Neuberger, Harmon S. Spolan, Denis E. Springer, Nachum Stein and G. Gary Yetman tendered their respective resignations as directors from the Company's board of directors (the "Board") and from all committees of the Board on which such directors served, effective as of the effective time of the Merger.

In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the effective time of the Merger were appointed as directors of the Company from and after the effective time of the


Merger.



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

In connection with the consummation of the Merger, the Company's certificate of incorporation, as amended, and its bylaws, as amended, were each amended and restated in their entirety to be identical to the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger, except with respect to the name of the Company and the provisions relating to the sole incorporator of Merger Sub. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.

Item 9.01 Exhibits.




Exhibit No.                                  Description

2.1               Agreement and Plan of Merger, dated as of December 20, 2013, by
                  and among the Company, Southwire Company and Cubs Acquisition
                  Corporation (incorporated by reference to Exhibit 2.1 to the Form
                  8-K filed by the Company with the Securities and Exchange
                  Commission on December 20, 2013).

3.1               Third Amended and Restated Certificate of Incorporation of
                  Coleman Cable, Inc.

3.2               Second Amended and Restated Bylaws of Coleman Cable, Inc.


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