0001193125-13-408272.txt : 20131023 0001193125-13-408272.hdr.sgml : 20131023 20131023172333 ACCESSION NUMBER: 0001193125-13-408272 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131023 DATE AS OF CHANGE: 20131023 GROUP MEMBERS: CSC FENWAY, INC. GROUP MEMBERS: CSC SERVICEWORKS HOLDINGS, INC. GROUP MEMBERS: CSC SERVICEWORKS, INC. GROUP MEMBERS: PAMPLONA CAPITAL MANAGEMENT LLP GROUP MEMBERS: PAMPLONA CAPITAL PARTNERS III, L.P GROUP MEMBERS: SPIN HOLDCO INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAC-GRAY CORP CENTRAL INDEX KEY: 0001038280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 043361982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-53449 FILM NUMBER: 131166364 BUSINESS ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-487-7600 MAIL ADDRESS: STREET 1: 404 WYMAN STREET STREET 2: SUITE 400 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: MAC GRAY INC DATE OF NAME CHANGE: 19970424 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pamplona Capital Management, LLC CENTRAL INDEX KEY: 0001554913 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 23RD FLOOR STREET 2: NEW YORK CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-207-6820 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 23RD FLOOR STREET 2: NEW YORK CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 d615929dsc13d.htm SCHEDULE 13D Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

MAC-GRAY CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

554153106

(CUSIP Number)

Michael Movsovich

Michael A. Brosse

Jeffrey Symons

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 2013

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

 


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

Spin Holdco Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

CO

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

2


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

CSC Fenway, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

CO

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

3


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

CSC ServiceWorks, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

CO

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

4


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

CSC ServiceWorks Holdings, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

CO

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

5


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

Pamplona Capital Partners III, L.P

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

PN

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

6


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

Pamplona Capital Management LLP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

PN; IA

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

7


CUSIP No. 554153106  

 

  1  

NAME OF REPORTING PERSONS

 

Pamplona Capital Management LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  x        (b)  

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   8   

SHARED VOTING POWER

 

2,697,484

   9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

  11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,697,484*

  12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

  13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.7%**

  14  

TYPE OF REPORTING PERSON

 

CO; IA

 

* Beneficial ownership of the Issuer Common Stock (as defined below) referred to herein is being reported hereunder solely because the reporting persons may be deemed to have beneficial ownership of such shares as a result of the voting agreements described in Item 4 hereof. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the reporting persons that it is the beneficial owner of any of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
** The calculation of the foregoing percentage is based on 15,237,762 shares of Issuer Common Stock outstanding or beneficially owned by parties to the voting agreements described in Item 4 hereof as of October 11, 2013. In computing the number and percentage of shares of Issuer Common Stock beneficially owned by a person, shares of Issuer Common Stock subject to options held by that person that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding such options but are not deemed to be outstanding for purposes of computing the percentage for any other person.

 

8


Item 1. Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Issuer Common Stock”), of Mac-Gray Corporation, a Delaware corporation (“Mac-Gray” or the “Issuer”). The principal executive office of Mac-Gray is located at 404 Wyman Street, Suite 400, Waltham, Massachusetts 02451.

Item 2. Identity and Background

This statement is being jointly filed on behalf of:

(a) Pamplona Capital Partners III, L.P. (the “Fund”), a Cayman Islands limited partnership, which may be deemed to have shared voting power with respect to (and therefore beneficially own) Issuer Common Stock by virtue of its indirect ownership of Spin Holdco;

(b) Pamplona Capital Management LLP, a United Kingdom limited liability partnership (“UK Manager”), serves as an investment manager to the Fund.

(c) Pamplona Capital Management LLC, a Delaware limited liability company (“US Manager”), which serves as an investment manager to the Fund;

(d) Spin Holdco Inc., a Delaware corporation and wholly owned subsidiary of CSC ServiceWorks, Inc. (“Spin”);

(e) CSC ServiceWorks Holdings, Inc., a Delaware corporation and non-wholly owned subsidiary of the Fund (“Holdings”);

(f) CSC ServiceWorks, Inc., a Delaware corporation and wholly owned subsidiary of CSC ServiceWorks Holdings, Inc. (“CSC”); and

(g) CSC Fenway, Inc., a Delaware corporation and wholly owned subsidiary of Spin Holdco Inc., a Delaware corporation (“Merger Sub”).

Merger Sub was formed solely for the purpose of effecting the transactions contemplated by the Merger Agreement (as defined below) and has not engaged in any activities except in connection with these transactions. CSC and Holdings are holding companies formed in connection with CSC’s acquisition consummated on May 14, 2013 of Spin, a laundry facilities service provider. The Fund is a limited partnership engaged in the business of investing long-term capital across the capital structure in both public and private market situations and is majority owner of Holdings.

The entities set forth in clauses (a) through (g) are collectively referred to as the “Reporting Persons”. The address of the principal business and principal office of Spin, Holdings, CSC and Merger Sub is 303 Sunnyside Boulevard #70, Plainview, New York 11803. The telephone number for Spin, Holdings, CSC and Merger Sub is (516) 349-8555. The address of the principal business and principal office of the Fund is 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands. The telephone number for the Fund is (345) 749-2556. The address of the principal business and principal office of UK Manager is 25 Park Lane, London, W1K 1RA, United Kingdom. The telephone number for UK Manager is +44 (20) 7079-8000. The address of the principal business and principal office of US Manager is 375 Park Avenue, 23rd Floor, New York, New York 10152. The telephone number for US Manager is (212) 207-6820. Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each Reporting Person are set forth on Schedule I. During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons identified in

 

9


Schedule I: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Voting Agreements and irrevocable proxies contained therein (the “Voting Agreements”) described in Item 4 of this statement (the terms of which are hereby incorporated by reference) were entered into by Spin and certain stockholders of Mac-Gray (the “Stockholders”) as an inducement for Spin to enter into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 14, 2013, by and among Spin, Mac-Gray, Merger Sub, CSC and Holdings. Spin did not pay any additional consideration to the Stockholders in connection with the execution and delivery of the Voting Agreements.

In connection with the Merger (as defined below), the Fund entered into a letter agreement with Holdings, CSC and Spin pursuant to which the Fund has agreed to provide $594 million in financing (the “Commitment Amount”) to Spin (the “Pamplona Commitment Letter”). The Commitment Amount will be used by Spin to fund the consideration payable by Spin under the Merger Agreement at Closing (as defined in the Merger Agreement) and any other payments to be made by Spin or Mac-Gray at Closing, and all associated costs and expenses of the Merger for which Spin is responsible. In addition, the Fund, Holdings, CSC and Spin shall be jointly and severally liable for any amounts that may be owed by Spin with respect to any breach of the Merger Agreement, including the Parent Termination Fee (as defined in the Merger Agreement) or any payment of monetary damages awarded to Mac-Gray, provided that the Fund’s liability for such damages shall not exceed $50 million. Mac-Gray is an express third party beneficiary of the Pamplona Commitment Letter.

The foregoing description of the Pamplona Commitment Letter is qualified in its entirety by reference to the full text of the Pamplona Commitment Letter, which is attached as Exhibit 3 and is incorporated herein by reference.

Item 4. Purpose of Transaction

Merger Agreement

On October 14, 2013, Spin, Mac-Gray, Holdings, CSC and Merger Sub entered into the Merger Agreement, providing for the merger of Merger Sub with and into Mac-Gray, with Mac-Gray surviving the merger as a wholly-owned subsidiary of Spin (the “Merger”). Subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by Spin, Holdings, CSC or Merger Sub (or any of their subsidiaries), shares held by Mac-Gray and shares held by stockholders who have perfected their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law), will be converted into the right to receive $21.25 in cash, without interest (the “Merger Consideration”).

Immediately prior to the Effective Time, each Mac-Gray stock option, whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the Effective Time will be automatically converted into the right to receive an amount in cash (less applicable tax withholdings) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Mac-Gray stock option and (ii) the total number of shares of Issuer Common Stock otherwise issuable upon exercise of such Mac-Gray stock option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding Mac-Gray restricted stock unit award shall become fully vested and shall be canceled in exchange for the right to receive an amount in cash (less applicable tax withholdings) equal to the product of (i) the Merger Consideration and (ii) the maximum number of shares of Issuer Common Stock subject to such Mac-Gray restricted stock unit award.

At the closing of the Merger and pursuant to the Merger Agreement, the Issuer’s certificate of incorporation will be amended as a result of the Merger so as to read in its entirety as the certificate of incorporation of Merger

 

10


Sub in effect immediately prior to the Effective Time, and the Issuer’s bylaws will be amended as a result of the Merger so as to read in their entirety as the bylaws of Merger Sub in effect immediately prior to the Effective Time. The directors of Merger Sub will become the directors of the surviving corporation in the Merger and the officers of the Merger Sub will become the officers of the surviving corporation in the Merger.

Pursuant to the Merger Agreement, Mac-Gray is required to seek the approval of the Merger by its stockholders at a meeting called for such purpose as promptly as reasonably practicable after the execution of the Merger Agreement and will file a proxy statement with the Securities and Exchange Commission as promptly as practicable following the date of the Merger Agreement.

Assuming approval of the Merger by Mac-Gray’s stockholders, following the Merger, the Shares will no longer be traded on The New York Stock Exchange, there will be no public market for the Shares and registration of the Shares under the Securities Exchange Act of 1934 will be terminated.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 1 and is incorporated herein by reference.

Voting Agreement

In connection with the execution of the Merger Agreement, Spin entered into the Voting Agreements with the Stockholders. Pursuant to the Voting Agreements, the Stockholders agreed, among other things, to vote their shares of Issuer Common Stock for the adoption of the Merger Agreement, against any alternative proposal and against any action or agreement that would frustrate the purposes of, or prevent or delay the consummation of, the Merger or the other transactions contemplated by the Merger Agreement. The Stockholders together beneficially own approximately 17.7% of the outstanding Issuer Common Stock. The Voting Agreements terminate upon the termination of the Merger Agreement in accordance with its terms, including if Mac-Gray accepts a superior acquisition proposal.

Schedule II lists the names and number of Shares that are beneficially held by each Stockholder and subject to this Schedule 13D.

Except as described above, the Reporting Persons currently have no plans or proposals that relate to, or which may result in, any of the matters listed in Items 4(a) through 4(j) of Schedule 13D. The Reporting Persons reserve the right to develop such plans.

The foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 1 hereto and is hereby incorporated into this report by reference, and the form of Voting Agreement, which is filed as Exhibit 2 hereto and is hereby incorporated into this report by reference.

Item 5. Interest in Securities of the Issuer

(a)-(b) Immediately prior to the execution of the Voting Agreements, the Reporting Persons did not own any shares of Issuer Common Stock. However, as of October 14, 2013, under the definition of “beneficial ownership” as set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons may be deemed to have shared voting power with respect to (and therefore beneficially own) 2,697,484 shares of Issuer Common Stock, representing approximately 17.7% of the Issuer Common Stock outstanding as of October 11, 2013 (based on the number of shares outstanding as set forth in the Merger Agreement). Accordingly, the percentage of the outstanding shares beneficially owned by the Reporting Persons is approximately 17.7%.

Except as set forth above, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the individuals named in Schedule I hereto, owns any shares of Issuer Common Stock.

 

11


Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are the beneficial owner of the Issuer Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no person listed in Schedule I hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Issuer Common Stock.

(d) The Reporting Persons do not have the right to receive dividends from, or the proceeds from the sale of, the shares of Issuer Common Stock referred to in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Reporting Persons have entered into a joint filing agreement, filed as Exhibit 99.1 hereto.

Except as set forth in this Item 6, the joint filing agreement attached as Exhibit 99.1 hereto and Item 4 of this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and the individuals named in Schedule I and between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

 

Exhibit
Number

  

Description of Exhibits

1    Agreement and Plan of Merger, dated as of October 14, 2013, by and among Mac-Gray Corporation, CSC ServiceWorks Holdings, Inc., CSC ServiceWorks, Inc., Spin Holdco Inc. and CSC Fenway, Inc., (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Mac-Gray on October 14, 2013 (File No. 001-13495)).
2    Form of Voting Agreement (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Mac-Gray on October 14, 2013 (File No. 001-13495)).
3    Pamplona Commitment Letter, dated as of October 14, 2013, by and among Pamplona Capital Partners III, L.P., CSC ServiceWorks Holdings, Inc., CSC ServiceWorks, Inc. and Spin Holdco Inc.
99.1    Joint Filing Agreement, dated October 23, 2013, by and among the Reporting Persons.

 

12


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 23, 2013

 

SPIN HOLDCO INC.
By:   /s/ Robert Doyle
Name:   Robert Doyle
Title:   Chief Executive Officer
CSC FENWAY, INC.
By:   /s/ Robert Doyle
Name:   Robert Doyle
Title:   Chief Executive Officer
CSC SERVICEWORKS, INC.
By:   /s/ Robert Doyle
Name:   Robert Doyle
Title:   Chief Executive Officer
CSC SERVICEWORKS HOLDINGS, INC.
By:   /s/ Robert Warden
Name:   Robert Warden
Title:   President
PAMPLONA CAPITAL PARTNERS III, L.P.
By:   Pamplona Capital Management, LLP, its investment manager
By:   /s/ Kevin O’Flaherty
Name:   Kevin O’Flaherty
Title:   Chief Financial Officer


PAMPLONA CAPITAL MANAGEMENT LLP
By:   /s/ Kevin O’Flaherty
Name:   Kevin O’Flaherty
Title:   Chief Financial Officer
PAMPLONA CAPITAL MANAGEMENT LLC
By:   /s/ Robert Warden
Name:   Robert Warden
Title:   Partner


SCHEDULE I

CERTAIN INFORMATION CONCERNING EXECUTIVE OFFICERS, DIRECTORS, MEMBERS AND

PARTNERS OF REPORTING PERSONS

*Unless indicated otherwise, all individuals listed in this Schedule I are citizens of the United States.

**The business address of each of the individuals listed below is:

303 Sunnyside Blvd #70, Plainview, New York 11803.

Spin Holdco Inc.

Jim Chapman, Chairman

Bob Doyle, Chief Executive Officer

Robert Warden, President

Russell Gehrett, Secretary

Gary Dailey, Chief Financial Officer

Ray Loser, Secretary

Brian Ratzan, Director

Woody McGee, Director

Robert Mionis, Director

CSC Fenway, Inc.

Robert Doyle - Chief Executive Officer and President

Gary Dailey - Chief Financial Officer

Ray Loser - Secretary

Robert Warden - Director

Russell Gehrett - Director

CSC ServiceWorks, Inc.

Jim Chapman, Chairman

Bob Doyle, Chief Executive Officer

Robert Warden, Director

Russell Gehrett, Director

Brian Ratzan, Director

Woody McGee, Director

Robert Mionis, Director

CSC ServiceWorks Holdings, Inc.

Robert Warden, President

Russell Gehrett, Secretary

**The business address of each of the individuals listed below is:

94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands.

Pamplona Capital Partners III, L.P.

David Bree, Director (Cayman Islands citizen)

Don Seymour, Director (Cayman Islands citizen)

Aldo Ghisletta, Director (Swiss citizen)

**The business address of each of the individuals listed below is:

25 Park Lane, London, W1K 1RA, United Kingdom.

Pamplona Capital Management LLP

Alexander Knaster (United Kingdom citizen)


John Halsted, Managing Partner

Kevin O’Flaherty, Chief Financial Officer (Irish citizen)

Carsten Boekhorst, Partner (Dutch citizen)

David Lang, Partner (United Kingdom citizen)

Michael Rosen, Partner (United Kingdom citizen)

Selahattin Zoralioglu, Partner (United Kingdom citizen)

Martin Schwab, Partner (German citizen)

Markus Noe-Nordberg, Partner (Austrian citizen)

Markku Lonnqvist, Partner (Finnish citizen)

Eric Bidinger, Partner (French citizen)

**The business address of each of the individuals listed below is:

375 Park Avenue, 23rd Floor, New York, New York 10152.

Pamplona Capital Management LLC

Pamplona PE Investments US Limited, Managing Member

Brian Ratzan, Partner and Head of US Private Equity

Robert Warden, Partner


SCHEDULE II

STOCKHOLDER INFORMATION

 

Name

   Shares      Options to Purchase Shares  

Stewart G. MacDonald, Jr.

     81,427         501,888   

Cynthia V. Doggett

     149,434         0   

The Stewart G. MacDonald, Jr. 2011 Trust

     626,608         0   

Moab Partners, LP

     1,338,127         0   
EX-3 2 d615929dex3.htm EX-3 EX-3

Exhibit 3

EXECUTION VERSION

PAMPLONA CAPITAL PARTNERS III, L.P.

c/o Pamplona Capital Management LLP

375 Park Avenue, 23rd Floor

New York, NY 10152

October 14, 2013

CSC ServiceWorks Holdings, Inc.

c/o Pamplona Capital Management LLP

375 Park Avenue, 23rd Floor

New York, NY 10152

CSC ServiceWorks, Inc.

c/o Pamplona Capital Management LLP

375 Park Avenue, 23rd Floor

New York, NY 10152

Spin Holdco Inc.

c/o Pamplona Capital Management LLP

375 Park Avenue, 23rd Floor

New York, NY 10152

 

Re: Capital Commitment Letter - Acquisition of Mac-Gray Corporation

Ladies and Gentlemen:

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Mac-Gray Corporation, a Delaware corporation (the “Company”), Spin Holdco Inc., a Delaware corporation (“Parent”) and wholly-owned subsidiary of CSC ServiceWorks, Inc. (“CSC”) which is a wholly-owned subsidiary of CSC ServiceWorks Holdings, Inc. (“Holdings”), and CSC Fenway, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered by Investor (as defined below) to Holdings in connection with the execution of the Merger Agreement.

Subject to the terms of this letter agreement, Pamplona Capital Partners III, L.P. (the “Investor”) hereby commits to purchase equity securities of or to make loans to Holdings for an aggregate purchase price of, but not exceeding in any event, $594 million (the “Commitment Amount”), which amount shall be contributed by Holdings to the capital of CSC and by CSC to the capital of Parent to be used by Parent to fund the consideration payable by Parent under the Merger Agreement at Closing (including as a result of an award by a court of competent jurisdiction in a final non-appealable judgment of specific performance requiring Parent to effect the Closing, obtained by the Company as permitted by the terms of Section 9.09 of the Merger Agreement) and any other payments to be made by Parent or the Company at Closing and all associated costs and expenses of the Merger for which Parent or the Company is responsible as


set forth in the Merger Agreement (the “Closing Funding Obligations”); provided that the Investor shall not, under any circumstances, be obligated to cause to be contributed to Holdings more than the Commitment Amount. In no event shall Parent, CSC, Holdings or the Investor cause or permit the redemption or repurchase by Parent, CSC or Holdings of any securities of Parent, CSC or Holdings (or any dividend or distribution by Parent, CSC or Holdings) so long as this Commitment is in full force and effect, in each case, other than ordinary course intercompany transactions not effected with an intent to reduce Parent’s ability to satisfy its obligations under Merger Agreement.

The Investor also agrees that in the event that (a) any amounts are owed by Parent or Merger Sub with respect to any breach by Parent or Merger Sub of the Merger Agreement (in each case, subject to the terms and limitations of the Merger Agreement) including, without limitation, any payment if and when due of any monetary damages awarded to the Company by a court of competent jurisdiction in a final non-appealable judgment relating to any breach of the Merger Agreement by Parent or Merger Sub or (b) the Parent Termination Fee and any related amounts become due and payable pursuant to and in accordance with Section 9.04 of the Merger Agreement ((a) and (b), the “Payment Obligations” and, together with the Closing Funding Obligations, the “Obligations”), then in each case the Investor shall be jointly and severally liable to the Company for the payment to the Company of such Payment Obligations; provided that in no event shall Investor’s aggregate liability under the foregoing clause (a) exceed an amount equal to $50 million (the “Investor Liability Cap”) and the Company hereby agrees that the Investor shall in no event be required to pay the Company or any other Person, Payment Obligations that, in the aggregate, exceed the Investor Liability Cap.

The obligation of the Investor to fund the Closing Funding Obligations is conditioned upon any of the following having occurred: (i) all conditions to the obligations of the Parent and Merger Sub set forth in Sections 7.01 and 7.02 of the Merger Agreement having been satisfied or waived as of the date of the Closing pursuant to the terms of the Merger Agreement (other than those conditions that by their nature cannot be satisfied until the Closing and that would be satisfied assuming the Closing would occur); or (ii) the Company shall have obtained pursuant to Section 9.09 of the Merger Agreement an award of specific performance by a court of competent jurisdiction in a final non-appealable judgment requiring Parent to effect the Closing, or other equitable remedy to specifically enforce the obligations of Parent and Merger Sub to effect the Closing on the terms set forth in the Merger Agreement and such order, and, in any case, such Closing, subject only to the funding of the Commitment Amount, shall occur.

The obligation of the Investor to pay any of the Payment Obligations in conditioned upon any of the following having occurred: (i) following termination of the Merger Agreement pursuant to Section 8.01 of the Merger Agreement (other than a termination upon which the Parent Termination Fee is due, which shall be governed by clause (ii) of this paragraph), the Company shall have obtained in an award by a court of competent jurisdiction in a final non-appealable judgment monetary damages against Parent or Merger Sub as permitted by the terms of the Merger Agreement; provided, in such case, the Investor shall not be required to fund or pay any amounts in excess of the lesser of (x) the amount of the damages awarded pursuant to such judgment (the “Damages Amount”), and (y) the Investor Liability Cap; and (ii) the termination of the Merger Agreement pursuant to Section 8.01 of the Merger Agreement upon which the Parent Termination Fee and any related amounts become payable to the


Company as provided in Section 9.04(d), provided, in such case, the Investor shall not be required to fund or pay any amounts in excess of the Parent Termination Fee plus any other amounts due and payable to the Company pursuant to Section 9.04(d) of the Merger Agreement; provided, however, that, in the case of either clause (i) or (ii) above, the amount payable by the Investor shall be reduced dollar for dollar by the amount actually paid to the Company by any Buyer Entity or the Merger Sub in satisfaction of the amounts described in such clauses.

The Investor’s obligation to cause to be funded all or any portion of the Closing Funding Obligations will terminate automatically and immediately following the earlier to occur of (a) the Closing in accordance with the Merger Agreement (at which time the Investor’s obligations shall be deemed fulfilled) and (b) the termination of the Merger Agreement in accordance with its terms.

The Investor’s obligation to cause to be paid all or any portion of the Payment Obligations will terminate automatically and immediately following the earliest to occur of (a) the Closing in accordance with the Merger Agreement, (b) the payment in full of the Parent Termination Fee plus any other amounts due and payable to the Company pursuant to Section 9.04(d) of the Merger Agreement, (c) the actual payment to the Company by any combination of the Investor, the Buyer Entities and/or any of their Affiliates of the full Damages Amount, or payments by the Investor of an aggregate amount equal to the Investor Liability Cap and (d) six (6) months following the termination of the Merger Agreement in accordance with its terms (the “Final Termination Date”), unless prior to the end of such period the Company shall have provided written notice to, or commenced a legal proceeding alleging amounts payable by, the Investor to the Company in respect of the Payment Obligations or payable by Parent or Merger Sub under the Merger Agreement, in which case the Final Termination Date shall be automatically extended until the date immediately following the date upon the earlier of (x) a final, non-appealable resolution of such legal proceeding and payment of the Payment Obligations (subject to the Investor Liability Cap), if applicable, or (y) a written agreement signed by each of the parties hereto terminating the Payment Obligations.

This letter agreement shall be binding on the Investor solely to the benefit of the Buyer Entities, and nothing set forth in this letter agreement shall be construed to confer upon or give to any Person other than the Buyer Entities any benefits, rights or remedies under or by reason of, or any rights to enforce or cause any of the Buyer Entities to enforce, the funding of the Commitment Amount, the Closing Funding Obligations or the Payment Obligations or any other provisions of this letter agreement; provided, however, that the Company is hereby expressly made a third party beneficiary of this letter agreement and the rights of the Buyer Entities hereunder, and the Company may enforce such rights against the Investor as if the Company were a party to this letter agreement in order to cause Investor to comply with its obligations hereunder, including with respect to the Commitment Amount, the Closing Funding Obligations and the Payment Obligations.

The commitment set forth herein shall not be assignable by any of the Buyer Entities without the Investor’s and the Company’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of each of the Investor and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment. The Investor shall not assign or allocate all or a portion of its obligations to cause


the Commitment Amount or the Obligations to be funded or paid, as applicable, or any other obligations hereunder without each of the Buyer Entities’ and the Company’s prior written consent, and the granting of such consent in a given instance shall be solely in the discretion of the Buyer Entities and the Company and, if granted, shall not constitute a waiver of this requirement as to any subsequent assignment; provided that the Investor may assign or allocate all or a portion of its obligations to cause the Commitment Amount or the Obligations to be funded or paid, as applicable, to any limited partner or affiliated fund of the Investor; provided, further, that any such assignment shall not relieve the Investor of its obligations hereunder.

Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered contemporaneously herewith, each of the Buyer Entities by its acceptance of the benefits of this letter agreement, covenants, agrees and acknowledges that no Person other than the Investor shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith or in respect of any oral representations made or alleged to be made in connection herewith or therewith, shall be had against, any former, current or future director, officer, agent, Affiliate, manager, assignee or employee of the Investor (or any of their successors or permitted assignees), against any former, current or future general or limited partner, manager, stockholder or member of the Investor (or any of their successors or permitted assignees) or any Affiliate thereof or against any former, current or future director, officer, agent, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member of any of the foregoing, but in each case not including Investor, the Buyer Entities or Merger Sub (each such person other than Investor, the Buyer Entities and Merger Sub, a “Non-Recourse Party”), whether by or through attempted piercing of the corporate veil, by or through a claim (whether in tort, contract or otherwise), by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, or otherwise; it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of the Investor under this letter agreement or the transactions contemplated hereby, under any documents or instruments delivered in connection herewith, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation.

Each of the Buyer Entities further agrees that neither it nor any of its Affiliates shall have any right of recovery against the Investor or any Non-Recourse Party, whether by piercing of the corporate veil, by a claim on behalf of any of the Buyer Entities against the Investor or any Non-Recourse Party, or otherwise, except for the rights of the Buyer Entities to be capitalized to the extent provided in this letter agreement and subject to the terms and conditions hereof. Each of the Buyer Entities hereby covenants and agrees that it shall not institute, and shall cause its Affiliates not to institute, any proceeding or bring any other claim (whether in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, against the Investor or any Non-Recourse Party except for claims solely against the Investor under this letter agreement.


Subject to the exception at the end of this sentence, the Company’s remedies against the Investor with respect to the Commitment Amount and the Obligations shall be, and are intended to be, the exclusive remedies available to the Company and its Affiliates against the Investor or any Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby, or in respect of any oral representations made or alleged to be made in connection therewith, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not any such breach is caused by the Investor’s breach of its obligations under this letter agreement, except for the right of the Company to enforce its rights under this letter agreement in accordance with the terms hereof, including, without limitation, specifically enforcing the provisions of this letter agreement to cause the Closing to occur, subject to and in accordance with the terms and conditions set forth in the Merger Agreement and this letter agreement. Investor agrees not to raise any objections to the availability of the equitable remedy of specific performance. Investor further agrees that the Company shall not be required to post a bond or undertaking in connection with such order or injunction sought in accordance with the terms of Section 9.09 of the Merger Agreement.

The Investor hereby represents and warrants that (a) it has the ability to pay and perform (or cause to be paid or performed) its obligations under this letter agreement, and that all funds necessary for the Investor to fulfill its obligations under this letter agreement shall be available to the Investor for so long as this letter agreement shall remain in effect pursuant to its terms (for purposes of clarity, it is hereby acknowledged that such funds may not be in the possession of the Investor at all times but the Investor has the ability, at all times this letter agreement is in effect pursuant to its terms, to timely call such funds from its partners in order to effect the Closing in accordance with the terms of the Merger Agreement); (b) it has all power and authority to execute, deliver and perform this letter agreement; (c) the execution, delivery and performance of this letter agreement by the Investor has been duly and validly authorized and approved by all necessary action, and no other proceedings or actions on the part of the Investor are necessary therefor; (d) this letter agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against the Investor in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; (e) the execution, delivery and performance by the Investor of this letter agreement do not and will not (i) violate the organizational documents of the Investor, (ii) violate in any material respect any applicable Law or (iii) result in any material violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any material Contract to which the Investor is a party or by which the Investor is bound.

The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this letter agreement or the transactions contemplated hereby shall be brought in the Delaware Courts. Each party hereby irrevocably submits to the exclusive jurisdiction of such court in respect of any legal or equitable action, suit or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, or relating to enforcement of any of the terms of this letter agreement, and


hereby waives, and agrees not to assert, as a defense in any such action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of such court, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this letter agreement or the transactions contemplated hereby may not be enforced in or by such courts. Each of the parties agrees that service of process, summons, notice or document by registered mail addressed to any such parties at the addresses set forth above shall be effective service of process for any suit, Action or proceeding brought in any such court.

EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY CLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BROUGHT BY OR AGAINST IT THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS LETTER AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS LETTER AGREEMENT.

This letter agreement shall be treated as confidential by the Buyer Entities, Merger Sub and the Company and is being provided to the Buyer Entities, Merger Sub and the Company solely in connection with the transactions contemplated by the Merger Agreement. This letter agreement may not be disclosed, used, circulated, quoted or otherwise referred to in any document (other than the Merger Agreement) by any of the Buyer Entities, Merger Sub or the Company, except with the written consent of the Investor; provided that no such written consent shall be required (and the Buyer Entities, Merger Sub and the Company and their respective Affiliates shall be free to release such information) for disclosures to employees, agents, legal, financial, accounting or other advisors or representatives, so long as such Persons agree to keep such information confidential; provided, further, that the Buyer Entities, Merger Sub or the Company may disclose such information to the extent required by Law, the applicable rules of any national securities exchange or in connection with any U.S. Securities and Exchange Commission filings relating to the transactions contemplated by the Merger Agreement.

This letter agreement may not be amended, modified or supplemented except by an agreement in writing signed by each of the Buyer Entities, the Investor and the Company. This letter agreement together with the Merger Agreement constitute the entire agreement with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings and agreements including, without limitation, any term sheets, letters of intent, proposals, bids or similar agreements, whether written or oral, among Investor or its Affiliates, on the one hand and any of the Buyer Entities or their respective Affiliates, on the other hand, except for the Merger Agreement and the other agreements related thereto and entered into on the date hereof.

This letter agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or email transmission), each of which will be deemed and original, but all of which together will constitute one and the same instrument.

[Remainder of page intentionally left blank]


PAMPLONA CAPITAL PARTNERS III, L.P.
BY:   PAMPLONA EQUITY ADVISORS III LTD.,
  its general partner

 

Acting by:

 

/s/ Robert Warden

Name:

  Robert Warden

Title:

  Partner - Authorized Person

Accepted and Agreed to

as of the date written above

CSC SERVICEWORKS HOLDINGS, INC.

 

By:  

/s/ Robert Warden

Name:   Robert Warden
Title:   President

[Capital Commitment Letter Signature Page]


CSC SERVICEWORKS, INC.

 

By:  

/s/ Robert M Doyle

Name:   Robert Doyle
Title:   Chief Executive Officer

SPIN HOLDCO INC.

 

By:  

/s/ Robert M Doyle

Name:   Robert Doyle
Title:   Chief Executive Officer

[Capital Commitment Letter Signature Page]

EX-99.1 3 d615929dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Mac-Gray Corporation, a Delaware corporation, and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 23, 2013

 

SPIN HOLDCO INC.
By:  

/s/ Robert Doyle

Name:   Robert Doyle
Title:   Chief Executive Officer
CSC FENWAY, INC.
By:  

/s/ Robert Doyle

Name:   Robert Doyle
Title:   Chief Executive Officer
CSC SERVICEWORKS, INC.
By:  

/s/ Robert Doyle

Name:   Robert Doyle
Title:   Chief Executive Officer


CSC SERVICEWORKS HOLDINGS, INC.
By:  

/s/ Robert Warden

Name:   Robert Warden
Title:   President
PAMPLONA CAPITAL PARTNERS III, L.P.
By:  

/s/ Kevin O’Flaherty

Name:   Kevin O’Flaherty
Title:   Chief Financial Officer
PAMPLONA CAPITAL MANAGEMENT LLP
By:  

/s/ Kevin O’Flaherty

Name:   Kevin O’Flaherty
Title:   Chief Financial Officer
PAMPLONA CAPITAL MANAGEMENT LLC
By:  

/s/ Robert Warden

Name:   Robert Warden
Title:   Partner

[Signature Page to Joint Filing Agreement]