0000899243-17-027384.txt : 20171124 0000899243-17-027384.hdr.sgml : 20171124 20171124150645 ACCESSION NUMBER: 0000899243-17-027384 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171121 FILED AS OF DATE: 20171124 DATE AS OF CHANGE: 20171124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FINNEGAN PAUL J CENTRAL INDEX KEY: 0001182031 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221468 MAIL ADDRESS: STREET 1: PO BOX 2000 STREET 2: 3905 DAKOTA STREET SW CITY: ALEXANDRIA STATE: MN ZIP: 56308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MENCOFF SAMUEL M CENTRAL INDEX KEY: 0001219630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221467 MAIL ADDRESS: STREET 1: BUCKEYE TECHNOLOGIES INC STREET 2: 1001 TILLMAN STREET CITY: MEMPHIS STATE: TN ZIP: 38112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P CENTRAL INDEX KEY: 0001362213 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221472 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-895-1000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP Co-Investors (Varietal) LP CENTRAL INDEX KEY: 0001407002 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221471 BUSINESS ADDRESS: STREET 1: Three First National Plaza CITY: Chicago STATE: IL ZIP: 60602 BUSINESS PHONE: 312-895-1000 MAIL ADDRESS: STREET 1: Three First National Plaza CITY: Chicago STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MDCP Co-investors(Varietal-2) LP CENTRAL INDEX KEY: 0001407001 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221470 BUSINESS ADDRESS: STREET 1: Three First National Plaza CITY: Chicago STATE: IL ZIP: 60602 BUSINESS PHONE: 312-895-1000 MAIL ADDRESS: STREET 1: Three First National Plaza CITY: Chicago STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madison Dearborn Capital Partners V - A L P CENTRAL INDEX KEY: 0001344692 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221474 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3128951000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Madison Dearborn Capital Partners V - C L P CENTRAL INDEX KEY: 0001344693 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221473 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3128951000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Varietal Distribution Holdings, LLC CENTRAL INDEX KEY: 0001406860 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221475 BUSINESS ADDRESS: STREET 1: VWR INTERNATIONAL, LLC STREET 2: 1310 GOSHEN PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 610-431-1700 MAIL ADDRESS: STREET 1: VWR INTERNATIONAL, LLC STREET 2: 1310 GOSHEN PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 FORMER NAME: FORMER CONFORMED NAME: Varietal Distribution Holdings LLC DATE OF NAME CHANGE: 20070716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS V-A&C, L.P. CENTRAL INDEX KEY: 0001579972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221469 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA, SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 312-895-1000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA, SUITE 3800 CITY: CHICAGO STATE: IL ZIP: 60602 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS LLC CENTRAL INDEX KEY: 0001181100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171221476 BUSINESS ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3128951000 MAIL ADDRESS: STREET 1: THREE FIRST NATIONAL PLAZA STREET 2: 70 WEST MADISON STREET, SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60602 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VWR Corp CENTRAL INDEX KEY: 0001412232 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 260237871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD RD STREET 2: BUILDING ONE, SUITE 200 CITY: RADNOR STATE: PA ZIP: 19087-8660 BUSINESS PHONE: 610-386-1700 MAIL ADDRESS: STREET 1: 100 MATSONFORD RD STREET 2: BUILDING ONE, SUITE 200 CITY: RADNOR STATE: PA ZIP: 19087-8660 FORMER COMPANY: FORMER CONFORMED NAME: VWR Investors, Inc. DATE OF NAME CHANGE: 20070912 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-11-21 1 0001412232 VWR Corp VWR 0001181100 MADISON DEARBORN PARTNERS LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001406860 Varietal Distribution Holdings, LLC C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001344692 Madison Dearborn Capital Partners V - A L P C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001344693 Madison Dearborn Capital Partners V - C L P C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001362213 MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001407002 MDCP Co-Investors (Varietal) LP C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001407001 MDCP Co-investors(Varietal-2) LP C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001579972 MADISON DEARBORN PARTNERS V-A&C, L.P. C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001182031 FINNEGAN PAUL J C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 0001219630 MENCOFF SAMUEL M C/O MADISON DEARBORN PARTNERS, LLC THREE FIRST NATIONAL PLAZA, SUITE 4600 CHICAGO IL 60602 0 0 1 0 Common stock 2017-11-21 4 D 0 45750000 33.25 D 0 I See footnotes On May 4, 2017, VWR Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avantor, Inc. and Vail Acquisition Corp ("Merger Sub"), pursuant to which Merger Sub would merge (the "Merger") with and into the Company, with the Company continuing as the surviving corporation. The Merger became effective on November 21, 2017 (the "Closing Date"). Pursuant to the Merger Agreement, (i) each share of the Company's common stock, par value $0.01 ("Common Stock"), issued and outstanding prior to the Closing Date was cancelled and converted into the right to receive a cash payment equal to $33.25 and without interest. Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the reported shares. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of directors, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 4) Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the shares directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Messrs. Finnegan and Mencoff also each have an indirect pecuniary interest in such shares through their respective investments in the MDP Funds. Madison Dearborn Partners, LLC ("MDP") is the general partner of MDP A&C and has the ability to direct the investment decisions of MDP A&C, including the power to direct the decisions of MDP A&C regarding the vote or disposition of securities directly held by Varietal. (Continued in Footnote 4) Messrs. Finnegan and Mencoff and each of the MDP Funds hereby disclaim any beneficial ownership of any shares directly held by Varietal, except to the extent of their respective pecuniary interests therein. Pursuant to the Director Nomination Agreement, dated as of October 6, 2014, by and among the Issuer, Varietal and the MDP Funds, Varietal has the right to appoint or nominate for election to the Issuer's board of directors, as applicable, such number of representatives that, when compared to the authorized number of directors on the board, is closest to but not less than proportional to the total number of shares of common stock over which Varietal and its affiliates retain direct or indirect voting control relative to the total number of shares of common stock then issued and outstanding. Madison Dearborn Partners, LLC /s/ Annie S. Terry, by power of attorney 2017-11-24 Varietal Distribution Holdings, LLC /s/ Annie S. Terry, by power of attorney 2017-11-24 Madison Dearborn Capital Partners V-A, L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 Madison Dearborn Capital Partners V-C, L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 Madison Dearborn Capital Partners V Executive-A, L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 MDCP Co-Investors (Varietal), L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 MDCP Co-Investors (Varietal-2), L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 Madison Dearborn Partners V-A&C, L.P. /s/ Annie S. Terry, by power of attorney 2017-11-24 Paul J. Finnegan /s/ Annie S. Terry, by power of attorney 2017-11-24 Samuel M. Mencoff /s/ Annie S. Terry, by power of attorney 2017-11-24