0000899243-17-027366.txt : 20171122 0000899243-17-027366.hdr.sgml : 20171122 20171122185126 ACCESSION NUMBER: 0000899243-17-027366 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171121 FILED AS OF DATE: 20171122 DATE AS OF CHANGE: 20171122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALEXOS NICHOLAS W CENTRAL INDEX KEY: 0001246224 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36673 FILM NUMBER: 171220860 MAIL ADDRESS: STREET 1: 221 W PHILADELPHIA ST, STE 60W CITY: YORK STATE: PA ZIP: 17401-2991 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 0001246224 ALEXOS NICHOLAS W THREE FIRST NATIONAL PLAZA, SUITE 4600 BUILDING ONE, STE 200, 100 MATSONFORD RD RADNOR PA 19087 1 0 1 0 Common stock 2017-11-21 4 D 0 7617 33.25 D 0 D Common stock 2017-11-21 4 D 0 45750000 33.25 D 0 I See footnotes Director stock option (right to buy) 21.00 2017-11-21 4 D 0 22617 12.25 D 2021-10-01 Common stock 22617 0 D 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 and (ii) each restricted stock unit outstanding prior to the Closing Date was cancelled and converted into the vested 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 managers, 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 3) 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. 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. Pursuant to the terms of the Merger Agreement, each director stock option that was outstanding immediately prior to the Closing Date, whether or not exercisable or vested, was canceled and converted into the right to receive (i) an amount in cash determined by multiplying (A) the excess (if any) of $33.25 over the exercise price per share of Common Stock underlying such stock option by (B) the number of shares of Common Stock subject to such stock option immediately prior to the Closing Date. Nicholas W. Alexos /s/ Scott K. Baker, by power of attorney 2017-11-22