David Anderson, Esq.
General Counsel
C&D Technologies, Inc.
1400 Union Meeting Road
Blue Bell, Pennsylvania 19422
(215) 619-2700
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D. Forest Wolfe
c/o Angelo, Gordon & Co., L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
(212) 338-9611
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Adam M. Turteltaub, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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Sean Rodgers, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2502
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Mark Morton, Esq.
Potter Anderson & Corroon LLP
Hercules Plaza
1313 North Market Street
Wilmington, Delaware 19801
(302) 778-6078
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þ
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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o
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c.
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A tender offer.
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o
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d.
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None of the above.
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$52,051,145.25
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$5,965.06
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(1)
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The transaction valuation is estimated solely for purposes of calculating the filing fee. The transaction valuation was determined based on 5,338,579 shares of Common Stock of C&D Technologies, Inc., par value $0.01 per share (the aggregate number of securities to which the transaction applies) multiplied by $9.75 per share.
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(2)
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In accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying $52,051,145.25 by 0.0001146.
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x
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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.
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·
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C&D is now wholly owned by affiliates of Angelo, Gordon & Co.;
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·
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each share of common stock of C&D that was issued and outstanding immediately prior to the effective time of the Merger (the “Shares”) (except for Shares (i) held by stockholders who were entitled to demand and properly demanded appraisal for such Shares under Section 262 of the General Corporation Law of the State of Delaware and (ii) owned by C&D as treasury stock or by Acquiror, Merger Sub, the Angelo Gordon Entities or any wholly owned subsidiary of C&D) were canceled and converted automatically into the right to receive $9.75 in cash, without interest and less any required withholding taxes;
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·
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each option to purchase Shares granted by C&D under C&D’s equity or incentive plans outstanding immediately prior to the effective time of the Merger (the “Options”), whether or not then vested, were canceled and converted automatically into the right to receive an amount in cash equal to the product of (x) the number of Shares subject to such Option and (y) the excess, if any, of $9.75 over the exercise price per Share of such Option; and
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·
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each stock appreciation right granted by C&D under C&D’s equity or incentive plans outstanding immediately prior to the effective time of the Merger (the “SARs”), whether or not then vested, were canceled and converted automatically into the right to receive an amount in cash equal to the product of (x) the number of Shares subject to such SAR and (y) the excess, if any, of $9.75 over the exercise price per Share of such SAR.
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Exhibit No.
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Description
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(a)(1)
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Information Statement on Schedule 14C, filed by C&D Technologies, Inc. on December 14, 2011 (incorporated herein by reference) (the “Information Statement”).
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(a)(2)
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Letter Agreement, dated as of September 30, 2011, by and among C&D Technologies, Inc., certain of its subsidiary guarantors, the lenders that are signatory thereto, and Wells Fargo Bank, National Association, in its capacity as agent (incorporated by reference to the Form 8-K filed by C&D Technologies, Inc. on October 4, 2011).
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(a)(3)
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Press Release dated October 3, 2011 titled “C&D Technologies, Inc. to be Acquired by an affiliate of Angelo, Gordon & Co.” (incorporated by reference to the Form 8-K filed by C&D Technologies, Inc. on October 4, 2011).
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(a)(4)
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Form 8-K, filed by C&D Technologies, Inc. on October 4, 2011 (incorporated herein by reference).
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(a)(5) |
Press Release dated January 13, 2012 titled “C&D Technologies, Inc. Acquired by an affiliate of Angelo, Gordon & Co.”
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(b)
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None.
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(c)(1)
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Opinion of Perella Weinberg, Financial Advisor to the Special Committee, dated October 2, 2011 (included as Annex C to the Information Statement and incorporated herein by reference).
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(c)(2)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on August 3, 2011.*
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(c)(3)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on August 17, 2011.*
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(c)(4)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on August 31, 2011.*
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(c)(5)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on September 10, 2011.*
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(c)(6)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on September 14, 2011.*
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(c)(7)
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Discussion Materials delivered by Perella Weinberg to the Special Committee of C&D on October 2, 2011.*
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(c)(8) | Discussion Materials delivered by Perella Weinberg to the Board of Directors of C&D on October 2, 2011.* |
(c)(9) |
Discussion Materials delivered by Houlihan Lokey to the Angelo Gordon Affiliates on June 14, 2011.*
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(d)(1)
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Agreement and Plan of Merger, dated as of October 3, 2011, by and among C&D Technologies, Inc., Angel Acquisition Corp., and Angel Holdings LLC (included as Annex A to the Information Statement and incorporated herein by reference).
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(f)
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Section 262 of the General Corporation Law of the State of Delaware (included as Annex D to the Information Statement and incorporated herein by reference).
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(g)
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None.
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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C&D Technologies, Inc.
By: /s/ Ian J. Harvie
Name: Ian J. Harvie
Title: Senior Vice President and Chief Financial Officer
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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Angel Holdings LLC
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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Angel Acquisition Corp.
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG MM, L.P.
By: AG MM LLC, General Manager
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Capital Recovery Partners VI, L.P.
By: AG Capital Recovery VI LLC, General Partner
By: Angelo, Gordon & Co., L.P., Managing Partner
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Capital Recovery Partners VII, L.P.
By: AG Capital Recovery VII LLC, General Partner
By: Angelo, Gordon & Co., L.P., Manager
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Eleven Partners, L.P.
By: AG Eleven LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Garden Partners, L.P.
By: AG Super LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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Nutmeg Partners, L.P.
By: Nutmeg LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Princess, L.P.
By: AG Princess LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG CNG Funds, L.P.
By: AG CNG LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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PHS Patriot Fund, L.P.
By: PHS Patriot LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Super Fund International Partners, L.P.
By: AG Super Fund International LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Dated: January 13, 2012
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AG Super Fund, L.P.
By: AG Super Fund LLC, General Partner
By: AG Funds, L.P., Managing Member
By: /s/ Kirk Wickman
Name: Kirk Wickman
Title: Authorized Signatory
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