UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
AMERICAN PACIFIC CORPORATION
(Names of Subject Company (issuer))
FLAMINGO MERGER SUB CORP.
(Name of Filing Persons (Offeror)) a wholly-owned subsidiary of
FLAMINGO PARENT CORP.
(Name of Filing Persons (Parent of Offeror))
H.I.G. BAYSIDE DEBT & LBO FUND II, L.P.
(Names of Filing Persons (Other Person))
COMMON STOCK, $0.10 PAR VALUE PER SHARE
(Title of Class of Securities)
028740108
(CUSIP Number of Class of Securities)
Flamingo Merger Sub Corp.
Flamingo Parent Corp.
c/o H.I.G. Capital, LLC
1450 Brickell Avenue, 31st Floor
Miami, Florida 33131
Attention: Fraser Preston
Phone: (305) 379-2322
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Carl P. Marcellino
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036-8704
Phone: (212) 841-0623
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
| $394,055,136 | $50,754.30 | |
| * | Estimated solely for purposes of calculating the filing fee. The transaction valuation was calculated by multiplying the offer price of $46.50 per share of common stock of American Pacific Corporation (“AMPAC”), par value $0.10 per share, (“Shares”) by 8,474,304 Shares, which, based on information provided by AMPAC as of January 21, 2014, is the sum of (i) 7,997,913 Shares outstanding and (ii) 476,391 Shares authorized and reserved for issuance pursuant to outstanding options to purchase Shares. |
| ** | The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2014, issued August 30, 2013, is calculated by multiplying the Transaction Valuation by 0.0001288. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $50,754.30 | Filing Party: Flamingo Merger Sub Corp. | |
| Form or Registration No.: Schedule TO-T | Date Filed: January 24, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 7 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2014, as amended by Amendment No. 1 filed with the SEC on February 3, 2014, Amendment No. 2 filed with the SEC on February 5, 2014, Amendment No. 3 filed with the SEC on February 7, 2014, Amendment No. 4 filed with the SEC on February 12, 2014, Amendment No. 5 filed with the SEC on February 14, 2014 and Amendment No. 6 filed with the SEC on February 25, 2014 (which, together with any subsequent amendments or supplements thereto, collectively constitutes this “Schedule TO”). This Schedule TO relates to the tender offer by Flamingo Merger Sub Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Flamingo Parent Corp., a Delaware corporation (“Parent”), which is controlled by H.I.G. Bayside Debt & LBO Fund II, a Delaware limited partnership (“Sponsor”), for all of the outstanding shares of common stock, par value $0.10 per share (“Shares”), of American Pacific Corporation, a Delaware corporation (“AMPAC”), at a price of $46.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated January 24, 2014 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Items 1 through 9 and Item 11.
The Offer and withdrawal rights expired on February 26, 2014 at 5:00 p.m. (New York City time). The Depositary has advised Parent and Purchaser that, as of the expiration of the Offer, a total of 5,771,139 Shares had been validly tendered and not properly withdrawn from the Offer, representing approximately 68.1% of the currently outstanding Shares. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and is promptly paying for all Shares validly tendered and not properly withdrawn from the Offer.
As a result of its acceptance of the Shares tendered pursuant to the Offer, Purchaser has acquired sufficient Shares so that the Merger can close without the affirmative vote of the stockholders of AMPAC pursuant to Section 251(h) of the DGCL. Accordingly, Parent and Purchaser intend to effect the Merger pursuant to Section 251(h) of the DGCL. In the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by Parent, Purchaser or AMPAC (or held in AMPAC’s treasury), any subsidiary of Parent or AMPAC, or by any stockholder of AMPAC who or which is entitled to and properly demands appraisal of such Shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will convert automatically into the right to receive an amount of cash equal to the Offer Price. All Shares that were converted into the right to receive the Offer Price shall be canceled and cease to exist. Following the Merger, all Shares will be delisted from the NASDAQ and deregistered under the Exchange Act.
The full text of the press release issued on February 27, 2014, announcing the expiration and results of the Offer is attached as Exhibit (a)(5)(D).
| Item 12. | Exhibits. |
Item 12 of this Schedule TO is hereby amended and supplemented by adding Exhibit (a)(5)(D) thereto as follows:
| Exhibit |
Description | |
| (a)(5)(D) | Joint Press Release issued by American Pacific Corporation and H.I.G. Capital, LLC on February 27, 2014 | |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 27, 2014
| FLAMINGO MERGER SUB CORP. | ||||
| By: | /s/ Fraser Preston | |||
| Name: | Fraser Preston | |||
| Title: | President | |||
| FLAMINGO PARENT CORP. | ||||
| By: | /s/ Fraser Preston | |||
| Name: | Fraser Preston | |||
| Title: | President | |||
| H.I.G. BAYSIDE DEBT & LBO FUND II, L.P. | ||||
| By: | H.I.G. Bayside Advisors, II, LLC | |||
| its General Partner | ||||
| By: | H.I.G.-GPII, Inc. | |||
| its General Partner | ||||
| By: | /s/ Richard Siegel | |||
| Name: | Richard Siegel | |||
| Title: | Authorized Signatory | |||
| Exhibit |
Description | |
| *(a)(1)(A) | Offer to Purchase, dated January 24, 2014 | |
| *(a)(1)(B) | Letter of Transmittal | |
| *(a)(1)(C) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| *(a)(1)(D) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| *(a)(1)(E) | Summary Advertisement as published in the Wall Street Journal on January 24, 2014 | |
| (a)(5)(A) | Press Release issued by American Pacific Corporation on January 10, 2014 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Flaming Merger Sub Corp. with the Securities and Exchange Commission on January 10, 2014) | |
| *(a)(5)(B) | Press Release issued by H.I.G. Capital, LLC on January 24, 2014 | |
| *(a)(5)(C) | Joint Press Release issued by American Pacific Corporation and H.I.G. Capital, LLC on February 24, 2014 | |
| (a)(5)(D) | Joint Press Release issued by American Pacific Corporation and H.I.G. Capital, LLC on February 27, 2014 | |
| *(b)(1) | Debt Commitment Letter among Jefferies Finance LLC and Flamingo Merger Sub Corp. dated January 9, 2014 | |
| (d)(1) | Agreement and Plan of Merger, dated January 9, 2014, by and among Flamingo Parent Corp., Flamingo Merger Sub Corp, and American Pacific Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by American Pacific Corporation with the Securities and Exchange Commission on January 10, 2014) | |
| *(d)(2) | Confidentiality Agreement, dated June 19, 2013, between American Pacific Corporation and H.I.G. Capital Management, Inc. | |
| *(d)(3) | Equity Commitment Letter among H.I.G. Bayside Debt & LBO Fund II, L.P. and Flamingo Parent Corp. dated January 9, 2014 | |
| (g) | None | |
| (h) | None | |
| * | Previously filed |
EXHIBIT (a)(5)(D)
FOR IMMEDIATE RELEASE
H.I.G. CAPITAL ANNOUNCES SUCCESSFUL COMPLETION OF
CASH TENDER OFFER FOR SHARES OF AMERICAN PACIFIC CORPORATION
MIAMI, FL and LAS VEGAS, NV, February 27, 2014 – American Pacific Corporation (NASDAQ: APFC) (“AMPAC”) and H.I.G. Capital, LLC (“H.I.G.”) today announced the successful completion of the tender offer (the “Offer”) by Flamingo Merger Sub Corp. (“Merger Sub”), a wholly owned subsidiary of Flamingo Parent Corp. (“Parent”) and an affiliate of H.I.G., for any and all of the outstanding shares of common stock of AMPAC (the “Shares”) at a price of $46.50 per Share, net to the seller in cash without interest.
The Offer expired at 5:00 p.m., New York City time, on February 26, 2014, and a total of 5,771,139 Shares were validly tendered and not properly withdrawn from the Offer, representing approximately 68.1% of AMPAC’s outstanding Shares. In accordance with the terms of the Offer, all Shares that were validly tendered and not properly withdrawn have been accepted for payment, and Merger Sub is promptly paying for all such Shares.
As a result of its acceptance of the Shares tendered in the Offer, Merger Sub has acquired a sufficient number of Shares to close the merger of Merger Sub with and into AMPAC without the affirmative vote of AMPAC’s stockholders pursuant to Section 251(h) of the Delaware General Corporation Law.
Upon completion of the merger, AMPAC will become a wholly owned portfolio company of H.I.G. Each Share that was not validly tendered in the Offer (other than Shares held by Parent, Merger Sub or AMPAC (or held in AMPAC’s treasury), any subsidiary of Parent, Merger Sub or AMPAC, or by any stockholder of AMPAC who properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive the same $46.50 per Share in cash, without interest, that is being paid in the Offer. In addition, the parties anticipate that the Shares will cease to be traded on the NASDAQ Stock Market at the close of market on February 27, 2014, following completion of the merger.
About American Pacific Corporation
American Pacific Corporation is a leading custom manufacturer of fine chemicals and specialty chemicals within its focused markets. AMPAC supplies active pharmaceutical ingredients and advanced intermediates to the pharmaceutical industry. For the aerospace and defense industry, it provides specialty chemicals used in solid rocket motors for space launch and military missiles. AMPAC produces clean agent chemicals for the fire protection industry, as well as electro-chemical equipment for the water treatment industry. AMPAC’s products are designed to meet customer specifications and often must meet certain governmental and regulatory approvals. Additional information about AMPAC can be obtained by visiting its web site at www.apfc.com.
About H.I.G.
H.I.G. is a leading global private equity investment firm with more than $15 billion of equity capital under management. Based in Miami, and with offices in Atlanta, Boston, Chicago, Dallas, New York, and San Francisco in the U.S., as well as international affiliate offices in London, Hamburg, Madrid, Milan, Paris, and Rio de Janeiro, H.I.G. specializes in providing capital to small and medium-sized companies with attractive growth potential. H.I.G. invests in management-led buyouts and recapitalizations of profitable and well managed manufacturing or service businesses. Since its founding in 1993, H.I.G. has invested in and managed more than 200 companies worldwide. The firm’s current portfolio includes more than 80 companies with combined sales in excess of $30 billion. For more information, please refer to the H.I.G. website at www.higcapital.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with respect to the tender offer and related transactions, including the benefits expected from the acquisition. When used in this press release, the words “can,” “will,”
“intends,” “expects,” “is expected,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including uncertainties regarding general economic and business conditions. Neither H.I.G. nor AMPAC assumes any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Further information on factors that could affect AMPAC’s financial results is provided in documents filed by AMPAC with the Securities and Exchange Commission, including AMPAC’s recent filings on Form 10-Q and Form 10-K.