Delaware | 333-133253 | 84-1696500 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10931 Laureate Drive, San Antonio, Texas | 78249 | |
(Address of principal executive offices) | (Zip code) |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit 2.1 | Stock Purchase Agreement by and among Harland Clarke Holdings Corp., MacAndrews & Forbes Holdings Inc., Davis + Henderson Corporation, Spoke Acquisition, Inc. and D+H Ltd., dated July 23, 2013 (filed as Exhibit 2.1 to Harland Clarke Holdings Corp.'s Current Report on Form 8-K filed on July 24, 2013 and incorporated herein by reference). | |
Exhibit 99.1 | Unaudited Pro Forma Consolidated Financial Statements * | |
HARLAND CLARKE HOLDINGS CORP. | ||||
Date: | August 19, 2013 | By: | /s/ Martin Wexler | |
Martin Wexler Vice President and Treasurer |
Exhibit Number | Description | |
2.1 | Stock Purchase Agreement by and among Harland Clarke Holdings Corp., MacAndrews & Forbes Holdings Inc., Davis + Henderson Corporation, Spoke Acquisition, Inc. and D+H Ltd., dated July 23, 2013 (filed as Exhibit 2.1 to Harland Clarke Holdings Corp.'s Current Report on Form 8-K filed on July 24, 2013 and incorporated herein by reference). | |
99.1 | Unaudited Pro Forma Consolidated Financial Statements * | |
• | An unaudited pro forma condensed consolidated balance sheet as of June 30, 2013, giving effect to the Transaction as if it occurred as of June 30, 2013. |
• | Unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2013 and for the year ended December 31, 2012, giving effect to the Transaction as if it occurred on January 1, 2013 and 2012, respectively. |
• | Notes to unaudited pro forma condensed consolidated financial statements. |
Harland Clarke Holdings Corp. and Subsidiaries | |||||||||||
Unaudited Pro Forma Condensed Consolidated Balance Sheet | |||||||||||
as of June 30, 2013 | |||||||||||
(Dollars in millions) | |||||||||||
As Reported | Pro Forma Adjustments | Pro Forma | |||||||||
ASSETS | |||||||||||
Cash and cash equivalents | $ | 84.6 | $ | 1,178.3 | (1) | $ | 1,262.9 | ||||
Accounts receivable, net | 150.5 | (43.8 | ) | 106.7 | |||||||
Inventories | 36.4 | (0.5 | ) | 35.9 | |||||||
Income taxes receivable | 23.2 | — | 23.2 | ||||||||
Notes receivable - related party | 30.0 | — | 30.0 | ||||||||
Deferred tax assets | 45.1 | (9.4 | ) | 35.7 | |||||||
Prepaid expenses and other current assets | 67.6 | (12.2 | ) | 55.4 | |||||||
Total current assets | 437.4 | 1,112.4 | 1,549.8 | ||||||||
Property and equipment, net | 183.5 | (20.3 | ) | 163.2 | |||||||
Goodwill | 765.6 | (282.6 | ) | 483.0 | |||||||
Intangible assets, net | 1,501.9 | (287.7 | ) | 1,214.2 | |||||||
Contract acquisition payments, net | 22.5 | (0.2 | ) | 22.3 | |||||||
Other assets | 87.9 | (28.3 | ) | 59.6 | |||||||
Total assets | $ | 2,998.8 | $ | 493.3 | $ | 3,492.1 | |||||
LIABILITIES AND STOCKHOLDER'S (DEFICIT) / EQUITY | |||||||||||
Accounts payable | $ | 47.7 | $ | (6.5 | ) | $ | 41.2 | ||||
Deferred revenues | 135.5 | (86.3 | ) | 49.2 | |||||||
Current maturities of long-term debt | 89.9 | — | 89.9 | ||||||||
Salaries, wages and employee benefits | 57.7 | (16.3 | ) | 41.4 | |||||||
Income and other taxes payable | 12.1 | 346.3 | (2) | 358.4 | |||||||
Customer incentives | 53.2 | (0.2 | ) | 53.0 | |||||||
Payable to parent | 0.3 | — | 0.3 | ||||||||
Other current liabilities | 53.1 | (3.7 | ) | 49.4 | |||||||
Total current liabilities | 449.5 | 233.3 | 682.8 | ||||||||
Long-term debt | 1,847.7 | — | 1,847.7 | ||||||||
Deferred tax liabilities | 578.0 | (102.2 | ) | 475.8 | |||||||
Deferred revenues | 56.3 | (20.1 | ) | 36.2 | |||||||
Other liabilities | 68.0 | (2.6 | ) | 65.4 | |||||||
Total liabilities | 2,999.5 | 108.4 | 3,107.9 | ||||||||
Stockholder's (deficit) / equity | (0.7 | ) | 384.9 | (3) | 384.2 | ||||||
Total liabilities and stockholder's equity / (deficit) | $ | 2,998.8 | $ | 493.3 | $ | 3,492.1 |
Harland Clarke Holdings Corp. and Subsidiaries | ||||||||||||
Unaudited Pro Forma Condensed Consolidated Statements of Operations | ||||||||||||
Year Ended December 31, 2012 | ||||||||||||
(Dollars in millions) | ||||||||||||
As Reported | Pro Forma Adjustments(4) | Pro Forma | ||||||||||
Net revenues | $ | 1,668.9 | $ | (253.7 | ) | $ | 1,415.2 | |||||
Cost of revenues | 1,058.4 | (126.6 | ) | 931.8 | ||||||||
Gross profit | 610.5 | (127.1 | ) | 483.4 | ||||||||
Selling, general and administrative expenses | 389.7 | (103.9 | ) | 285.8 | ||||||||
Revaluation of contingent consideration | (0.6 | ) | 0.6 | — | ||||||||
Asset impairment charges | 1.7 | (0.1 | ) | 1.6 | ||||||||
Restructuring costs | 18.9 | (0.4 | ) | 18.5 | ||||||||
Operating income | 200.8 | (23.3 | ) | 177.5 | ||||||||
Interest expense, net | (220.7 | ) | — | (220.7 | ) | |||||||
Loss on early extinguishment of debt | (34.2 | ) | — | (34.2 | ) | |||||||
Loss from equity investment | (0.1 | ) | — | (0.1 | ) | |||||||
Other expense | (0.2 | ) | — | (0.2 | ) | |||||||
(Loss) income before income taxes | (54.4 | ) | 23.3 | (77.7 | ) | |||||||
(Benefit) provision for income taxes | (19.4 | ) | 8.8 | (28.2 | ) | |||||||
Net (loss) income | $ | (35.0 | ) | $ | 14.5 | $ | (49.5 | ) |
Harland Clarke Holdings Corp. and Subsidiaries | ||||||||||||
Unaudited Pro Forma Combined Statements of Operations | ||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||
(Dollars in millions) | ||||||||||||
As Reported | Pro Forma Adjustments(4) | Pro Forma | ||||||||||
Net revenues | $ | 866.8 | $ | (160.0 | ) | $ | 706.8 | |||||
Cost of revenues | 504.6 | (63.8 | ) | 440.8 | ||||||||
Gross profit | 362.2 | (96.2 | ) | 266.0 | ||||||||
Selling, general and administrative expenses | 191.2 | (55.0 | ) | 136.2 | ||||||||
Asset impairment charges | 0.9 | — | 0.9 | |||||||||
Restructuring costs | 13.3 | — | 13.3 | |||||||||
Operating income | 156.8 | (41.2 | ) | 115.6 | ||||||||
Interest expense, net | (111.4 | ) | — | (111.4 | ) | |||||||
Loss on early extinguishment of debt | (61.0 | ) | — | (61.0 | ) | |||||||
Loss from equity investment | (0.4 | ) | — | (0.4 | ) | |||||||
(Loss) income before income taxes | (16.0 | ) | 41.2 | (57.2 | ) | |||||||
(Benefit) provision for income taxes | (7.2 | ) | 14.9 | (22.1 | ) | |||||||
Net (loss) income | $ | (8.8 | ) | $ | 26.3 | $ | (35.1 | ) | ||||
(1) | Reflects the following (a) proceeds from the Transaction of $1,196.9, including the effects of a working capital adjustment pursuant to terms of the Stock Purchase Agreement, (b) the payment of Transaction-related expenses, including bonus payments to management, legal, accounting and advisory fees and other expenses totaling $12.4, (c) the payment of other accruals totaling $2.4 and (d) $3.8 of cash that remained on the balance sheet of HFS at the closing of the Transaction. |
(2) | Reflects estimated taxes payable on the gain on the Transaction, net of certain transaction costs and $1.0 of tax liabilities eliminated in connection with the Transaction. The Company's estimate of the amount may change due to various factors, some of which are not able to be determined as of the date hereof (including, without limitation, various amounts that will be ascertained as of the closing of the Company's third fiscal quarter). |
(3) | Reflects an estimated $835.5 of after-tax gain on the Transaction, net of certain transaction costs and net of a $450.6 reduction in stockholder equity in connection with the Transaction. The Company's estimate of the amount of after-tax gain may change due to various factors, some of which are not able to be determined as of the date hereof (including, without limitation, various amounts that will be ascertained as of the closing of the Company's third fiscal quarter). |
(4) | Reflects the Transaction. Also reflects elimination of transaction costs of $1.0 related to the Transaction in the six months ended June 30, 2013. |