UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2012 | Commission File Number: 333-175137 |
Pinafore Holdings B.V.
(Translation of registrants name into English)
Fred. Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Purchase Agreement
On March 15, 2012, Pinafore Holdings B.V. (the Company) issued a release announcing that August Lux Holding Company had entered into a definitive purchase agreement to acquire all of the equity interests in certain indirect subsidiaries that comprise the Companys Schrader division. A copy of the release announcing the sale is attached to this Report as Exhibit 99.1.
Exhibit Index
Exhibit No. |
Description | |
99.1 | Release dated March 15, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pinafore Holdings B.V. | ||||||
(Registrant) | ||||||
Date: March 16, 2012 | By: | /s/ R. Langelaar | ||||
Name: | R. Langelaar | |||||
Title: | Director C |
Exhibit 99.1
On March 15, 2012, August Lux Holding Company entered into a definitive purchase agreement to acquire all of the equity interests in certain indirect subsidiaries of Pinafore Holdings B.V. (the Company) that comprise the Companys Schrader division. August Lux Holding Company is affiliated with Madison Dearborn Partners, LLC, a Chicago-based private equity firm.
The aggregate consideration payable in the transaction will be approximately $505.0 million in cash (subject to certain customary adjustments), plus a small minority equity interest in the parent of August Lux Holding Company. Proceeds of the sale are expected to be primarily used to repay existing indebtedness. The Schrader division manufactures tire pressure monitoring systems, valve products and tire hardware and related accessories for both original equipment manufacturers and after market customers. The Schrader division had fiscal year 2011 revenue of approximately US$451 million and fiscal year 2011 Adjusted EBITDA of approximately US$76 million. The closing of the transaction is subject to customary conditions and is expected to occur in the second quarter of 2012.
Barclays Capital Inc. and Goldman, Sachs & Co. served as financial advisors to subsidiaries of the Company involved in the transaction. Guggenheim Securities, LLC acted as financial advisor to Madison Dearborn Partners, LLC. Latham & Watkins LLP and Kirkland & Ellis LLP served as legal advisors to the subsidiaries of the Company involved in the transaction and Madison Dearborn Partners, LLC, respectively.
Forward-Looking Statements
This release may contain statements that are or may be forward-looking statements. Forward-looking statements include statements that typically contain words such as expect, believe, intend, anticipate, estimate, will, may, could, should and similar expressions. The Company cautions that any forward-looking statements made by the Company are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those predicted. Certain of these risks and uncertainties are described in the Companys annual report on Form 20-F in the Risk Factors section on pages 3 to 15. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results. These forward-looking statements represent our view only as of the date they are made and we are not under any obligation to update forward-looking statements contained herein, except as may otherwise be required by law.