0001193125-12-399199.txt : 20120921 0001193125-12-399199.hdr.sgml : 20120921 20120921084633 ACCESSION NUMBER: 0001193125-12-399199 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120921 FILED AS OF DATE: 20120921 DATE AS OF CHANGE: 20120921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pinafore Holdings B.V. CENTRAL INDEX KEY: 0001523749 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-175137 FILM NUMBER: 121103193 BUSINESS ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 744-5059 MAIL ADDRESS: STREET 1: C/O TOMKINS STREET 2: 1551 WEWATTA STREET CITY: DENVER STATE: CO ZIP: 80202 6-K 1 d414852d6k.htm FORM 6-K Form 6-K

 

 

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 September, 2012

Commission File Number: 333-175137

 

 

Pinafore Holdings B.V.

(Translation of registrant’s 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:

Form 20-F  þ     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 September 21, 2012, Pinafore Holdings B.V. (the “Company”) issued a release announcing that QS0001 Corp. had entered into a definitive stock purchase agreement to purchase all of the equity interests in certain indirect subsidiaries that comprise the Company’s air distribution 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 September 21, 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: September 21, 2012     By:   /s/ J.A. Broekhuis
    Name:   J.A. Broekhuis
    Title:   Director C
 EX-99.1 2 d414852dex991.htm RELEASE Release

Exhibit 99.1

On September 20, 2012, the Canada Pension Plan Investment Board (“CPPIB”) has agreed to purchase all of the equity interests in certain indirect subsidiaries of Pinafore Holdings B.V. (the “Company”) that comprise the Company’s air distribution division.

The aggregate consideration payable in the transaction will be approximately $1.1 billion in cash (subject to certain customary adjustments). The air distribution division manufactures air distribution and ventilation products for residential and non-residential buildings and air movement and control products for industrial and infrastructure applications, in each case primarily in North America. The closing of the transaction is subject to customary conditions and is expected to occur in the last quarter of 2012.

Credit Suisse and BofA Merrill Lynch served as financial advisors to subsidiaries of the Company involved in the transaction.

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 Company’s 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.