☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
☒ |
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.
|
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
“☐ |
prior to the expiration of the Offer, the applicable waiting period under the Merger Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in respect
of the transactions contemplated by the Merger Agreement having expired or having been terminated (the “HSR Condition”). The HSR Condition was satisfied on August 8, 2022 when the waiting period
under the HSR Act expired. See Section 15 — “Conditions of the Offer” and Section 16 — “Certain Legal Matters; Regulatory Approvals — Antitrust Compliance.””
|
•
|
the substantially concurrent consummation of the Merger in accordance with the Merger Agreement in all material respects;
|
•
|
the consummation of the Equity Financing (as may be reduced pursuant to the terms of the Equity Commitment Letter) in an amount equal to the Minimum Equity Contribution (as defined in the Debt Commitment
Letter) and the substantially concurrent consummation of the Refinancing (as defined in the Debt Commitment Letter);
|
•
|
the execution and delivery of definitive documentation as set forth in the Debt Commitment Letter;
|
•
|
no Material Adverse Effect (as defined as in the Merger Agreement) has occurred since the date of the Merger Agreement;
|
•
|
the receipt by lenders of certain audited and unaudited financial statements of Sharps and its subsidiaries;
|
•
|
the payment of all applicable fees and expenses;
|
•
|
the receipt by the lenders of documentation and other information required under applicable “know your customer” and anti-money laundering rules and regulations (including the PATRIOT Act and 31 C.F.R.
§1010.230) at least ten business days prior the date of funding; and
|
•
|
the accuracy of the Specified Acquisition Agreement Representations and the Specified Representations (each as defined in the Debt Commitment Letter).
|
Name and Position
|
Business Office Address
|
Present Principal Occupation or
Employment and Employment History
|
||
Robert Fraser
Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Robert Fraser is a Partner at Aurora Capital Partners. Mr. Fraser joined Aurora Capital Partners in 2007. Previously, he was a Senior Associate at BC Partners in New York.
|
||
Joshua Klinefelter
Member of the Board of Managers and Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Joshua Klinefelter is a Partner at Aurora Capital Partners. Mr. Klinefelter joined Aurora Capital Partners in 1999. Previously, he was in the Investment Banking Division of Bear Stearns in both the New York and Los Angeles offices.
|
||
Matthew Laycock
Member of the Board of Managers and Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Matthew Laycock is a Partner at Aurora Capital Partners. Mr. Laycock joined Aurora Capital Partners in 2004. Previously, he was at Castle Harlan and in the Investment Banking Division of J.P. Morgan where he was a member of the
Industrials Group in New York.
|
||
John Mapes
Member of the Board of Managers and Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
John Mapes is a Partner at Aurora Capital Partners. Mr. Mapes joined Aurora Capital Partners in 1992. Previously, he was in the Corporate Finance Group at Salomon Brothers.
|
||
Randy Moser
Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Randy Moser is a Partner at Aurora Capital Partners. Mr. Moser joined Aurora Capital Partners in 2006. Previously, he was a Senior Associate at Bertram Capital Management and in the Investment Banking Division of Merrill Lynch where he
was a member of the Global Industries Group in Los Angeles.
|
||
Mark Rosenbaum
Member of the Board of Managers and Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Mark Rosenbaum is a Partner at Aurora Capital Partners. Mr. Rosenbaum joined Aurora Capital Partners in 2001. Previously, he was at Summit Partners and in the Investment Banking Division of Montgomery Securities.
|
||
Andrew Wilson
Partner
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Andrew Wilson is a Partner at Aurora Capital Partners. Mr. Wilson joined Aurora Capital Partners in 2008. Previously, he was in the Investment Banking Division of Bank of America where he was a member of the Mergers & Acquisitions
Group in New York.
|
||
Robert West
Chief Financial Officer
|
11611 San Vicente Blvd, Suite 800, Los Angeles, CA 90049
|
Robert West is Chief Financial Officer of Aurora Capital Partners. Mr. West joined Aurora Capital Partners in 2011. Previously, he was Chief Financial Officer at Northgate Capital, BGC Partners and Thomas Weisel Partners Group.
|
Item 12. |
Exhibits.
|
Exhibit Number
|
Description
|
|
Commitment Letter, dated as of July 12, 2022, by and among Raven Buyer Inc., and Antares Capital LP, as agent and lead arranger, and Antares Holdings LP, as committed lender.
|
||
Filing Fee Table.
|
* |
Portions of this exhibit have been omitted in accordance with 17 C.F.R. 240.601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its
request. The location of the redacted confidential information is indicated in the exhibit as “[***]”.
|
Date: August 12, 2022
|
Raven Houston Merger Sub, Inc.
|
||||
By:
|
/s/ Angela Klappa
|
||||
Name:
|
Angela Klappa
|
||||
Title:
|
Chief Executive Officer and President
|
||||
Raven Buyer, Inc.
|
|||||
By:
|
/s/ Angela Klappa
|
||||
Name:
|
Angela Klappa
|
||||
Title:
|
Chief Executive Officer and President
|
||||
Aurora Equity Partners VI L.P.
|
|||||
By:
|
Aurora Capital Partners VI L.P.,
|
||||
its General Partner
|
|||||
By:
|
Aurora Capital Partners UGP LLC,
|
||||
its General Partner
|
|||||
By:
|
/s/ Robert K. West
|
||||
Name:
|
Robert K. West
|
||||
Title:
|
Chief Financial Officer
|
||||
Aurora Equity Partners VI-A L.P.
|
|||||
By:
|
Aurora Capital Partners VI L.P.,
|
||||
its General Partner
|
|||||
By:
|
Aurora Capital Partners UGP LLC,
|
||||
its General Partner
|
|||||
By:
|
/s/ Robert K. West
|
||||
Name:
|
Robert K. West
|
||||
Title:
|
Chief Financial Officer
|
||||
Aurora Associates VI L.P.
|
|||||
By:
|
Aurora Capital Partners VI L.P.,
|
||||
its General Partner
|
|||||
By: |
Aurora Capital Partners UGP LLC, | ||||
its General Partner | |||||
By: | /s/ Robert K. West |
||||
Name: | Robert K. West |
||||
Title: | Chief Financial Officer |
Antares Capital LP
500 West Monroe Street
Chicago, Illinois 60661
(312) 697-3999
|
|
Antares Holdings LP
100 King Street West, Suite 4710
Toronto ON M5X 1E3 Canada
|
1. |
Commitments
|
2. |
Conditions
|
3. |
Titles and Roles
|
4. |
Information
|
5. |
Expenses
|
6. |
Confidentiality
|
7. |
Indemnity
|
8. |
Sharing Information; Absence of Fiduciary Relationship
|
9. |
Assignments and Amendments
|
10. |
Counterparts and Governing Law
|
11. |
Venue and Submission to Jurisdiction
|
12. |
Waiver of Jury Trial
|
13. |
Survival
|
14. |
Integration
|
15. |
Patriot Act and Beneficial Ownership Regulation
|
16. |
Acceptance and Termination
|
ANTARES CAPITAL LP,
|
||
as Agent and Lead Arranger
|
||
By:
|
/s/ Matthew Eaves
|
|
Name:
|
Matthew Eaves
|
|
Its:
|
Duly Authorized Signatory
|
|
ANTARES HOLDINGS LP,
|
||
as Committed Lender
|
||
By: Antares Holdings GP Inc., its general partner
|
||
By:
|
/s/ Bash Balogun
|
|
Name:
|
Bash Balogun
|
|
Its:
|
Duly Authorized Signatory
|
RAVEN BUYER, INC., a Delaware corporation
|
||
By:
|
/s/ Angela Klappa
|
|
Name:
|
Angela Klappa
|
|
Title:
|
Chief Executive Officer and President
|
Borrower: |
Raven Buyer, Inc., a Delaware corporation (the “Borrower”), all of the issued and outstanding equity securities of which are directly owned by Raven Parent, Inc., a Delaware corporation (“Holdings”), all or substantially
all of the issued and outstanding equity securities of which are controlled directly or indirectly by Aurora Capital Group and its Controlled Investment Affiliates (collectively, “Sponsor”).
|
Guarantors: |
Consistent with Existing Credit Agreement.
|
Administrative Agent: |
Antares Capital LP (“Antares Capital” and, in its capacity as the Administrative Agent, “Agent”; and together, severally, with the Antares Lender (as defined below) in its capacity as such, “Antares”).
|
Lead Arranger and Bookrunner: |
Antares Capital LP (in its capacity as Lead Arranger and Bookrunner, the “Lead Arranger”).
|
Incremental Lenders: |
Antares Holdings LP (the “Antares Lender”) and/or one or more of its direct or indirect subsidiaries and affiliates. After the Closing Date, such other lenders in accordance with the section below entitled “Assignments and
Participations” (collectively, the “Incremental Lenders”).
|
Incremental Facilities: |
Senior secured incremental facilities (the “Incremental Facilities”) consisting of the following:
|
Additional Incremental Facility: |
Consistent with Existing Credit Agreement, subject to the Documentation Principles, provided that the aggregate amount of all incremental revolving facilities incurred after the Closing Date shall not exceed $10,000,000.
|
Use of Proceeds: |
The proceeds of (a) the Incremental Term Loans will be used solely to (i) repay all amounts owing under the Acquired Business’ existing indebtedness (other than indebtedness permitted to remain outstanding under the Acquisition Agreement
(as defined below) and other indebtedness to be agreed upon) and (ii) (A) to pay all or any portion of the Merger Consideration (as defined in the Acquisition Agreement), (B) to distribute to the Sponsor an amount equal to any Equity
Contribution the proceeds of which were used to consummate the Offer (as defined in the Acquisition Agreement) that exceeds the Minimum Equity Contribution, and (C) to pay fees and expenses incurred in connection with the Transaction
(including OID and upfront fees), fund working capital and purchase price adjustments and for general corporate purposes, and (b) the Incremental Revolving Credit Loans will be used solely (i) on the Closing Date, to pay fees and expenses
incurred in connection with the Transaction (including OID and upfront fees), to fund working capital and purchase price adjustments and to backstop, replace or cash-collateralize existing letters of credit of the Acquired Business
outstanding on the Closing Date (subject to an aggregate cap of $2,000,000 with respect to such fees and expenses and working capital and purchase price adjustments) and (ii) after the Closing Date, to fund working capital and general
corporate purposes.
|
Interest: |
Interest will be payable on the unpaid principal amount of all Incremental Term Loans and Incremental Revolving Credit Loans at a rate per annum equal to, at the option of Borrower, (a) the Base Rate (as defined in the Existing Credit
Agreement) plus the Applicable Margin (as defined below), payable quarterly in arrears or (b) Adjusted Term SOFR Rate (as defined below) plus the Applicable Margin, payable at the end of the relevant interest period, but in
any event, at least quarterly.
|
• |
with respect to the Incremental Term Loans, initially 5.00% per annum, in the case of Base Rate Loans, and 6.00% per annum, in the case of Adjusted Term SOFR Loans; and
|
• |
with respect to Loans under the Incremental Revolving Credit Facility, initially 5.00% per annum, in the case of Base Rate Loans, and 6.00% per annum, in the case of Adjusted Term SOFR Rate Loans.
|
• |
following delivery of financial statements for the fourth full fiscal quarter after the Closing Date, the Applicable Margin with respect to the Incremental Term Loans and Incremental Revolving Credit Loans shall be subject to the
following pricing grid:
|
Level
|
Total Net
Leverage Ratio
|
Applicable
Margin for
Adjusted
Term SOFR
Rate Loans
|
Applicable
Margin for
Base Rate
Loans
|
I
|
≥ [***]:1.00
|
[***]%
|
[***]%
|
II
|
< [***]:1.00 and > [***]:1.00
|
[***]%
|
[***]%
|
III
|
≤ [***]:1.00
|
[***]%
|
[***]%
|
Default Rate: |
Consistent with the Existing Credit Agreement.
|
Fees: |
In addition to the fees payable pursuant to the Fee Letter, the Borrower shall pay the fees set forth in the Existing Credit Agreement and the Credit Documentation.
|
Prepayments and Commitment Reductions: |
Consistent with the Existing Credit Agreement, except as set forth below.
|
Collateral: |
Consistent with Existing Credit Agreement. Subject to the Certain Funds Provision, security over the assets of the Acquired Business will be provided in accordance with the provisions of the Existing Credit Agreement and the Collateral
Documents.
|
Conditions Precedent to Closing: |
Solely as set forth in Schedule I hereto (the date upon which all such conditions precedent shall be satisfied and the initial funding under the Incremental Facilities shall take place, the “Closing Date”).
|
Conditions Precedent to each
Subsequent Extension of Credit
under the Incremental Facilities:
|
Consistent with the Existing Credit Agreement.
|
Documentation Principles: |
The (i) Credit Documentation shall be consistent with this Term Sheet and, to the extent not specified in this Term Sheet, with the Existing Credit Agreement with such modifications as are necessary to reflect the financing structure set
forth herein, (ii) provisions of the Existing Credit Agreement set forth in the terms grid attached hereto as Schedule II shall be amended as set forth in such terms grid and below under the heading “Financial Performance Covenant and
Financial Definitions”, (iii) provisions of the Existing Credit Agreement shall be amended to apply the SOFR provisions and Applicable Margin set forth above under the heading “Interest” to all facilities under the Existing Credit Agreement
(iv) the Equity Contribution shall not constitute or be available for a Specified Equity Contribution or increase availability under any basket or provision in the Existing Credit Agreement or the other Loan Documents (including, without
limitation, the Available Amount, the Available Equity Amount and Section 6.4(k) of the Existing Credit Agreement) and (v) provisions of the Existing Credit Agreement shall be amended to extend the DDTL Commitment Termination Date to the
date which is thirty (30) months after October 1, 2021 (subject to required lender approval and payment of a mutually agreed extension fee) (collectively, the “Documentation Principles”).
|
Representations and Warranties: |
Consistent with Existing Credit Agreement.
|
Affirmative Covenants: |
Consistent with Existing Credit Agreement, subject to the Documentation Principles.
|
Reporting Requirements: |
Consistent with Existing Credit Agreement.
|
Financial Performance
Covenant and Financial
Definitions:
|
The [***] financial performance covenant set forth in Section 7.1 of the Existing Credit Agreement shall be amended to be set at the following levels and will otherwise be consistent with the Existing Credit Agreement:
|
Date
|
[***]
|
September 30, 2022
|
[***]:1.00
|
December 31, 2022
|
[***]:1.00
|
March 31, 2023
|
[***]:1.00
|
June 30, 2023
|
[***]:1.00
|
September 30, 2023
|
[***]:1.00
|
December 31, 2023
|
[***]:1.00
|
March 31, 2024
|
[***]:1.00
|
June 30, 2024
|
[***]:1.00
|
September 30, 2024
and the last day of
each Fiscal Quarter
thereafter
|
[***]:1.00
|
Negative Covenants: |
Consistent with Existing Credit Agreement, subject to the Documentation Principles.
|
Unrestricted Subsidiaries: |
Consistent with Existing Credit Agreement.
|
Events of Default: |
Consistent with Existing Credit Agreement, subject to the Documentation Principles.
|
Voting: |
Consistent with Existing Credit Agreement.
|
Amend & Extend: |
Consistent with Existing Credit Agreement.
|
Miscellaneous: |
Consistent with Existing Credit Agreement.
|
Assignments and Participations: |
Consistent with Existing Credit Agreement.
|
Governing Law and Submission
to Jurisdiction:
|
New York.
|
1. |
Equity Structure. The Permitted Investors and/or other investors reasonably acceptable to the Committed Lender shall invest (the “Equity Contribution”), together with cash on the balance sheet of the Acquired Business on
the Closing Date, a minimum of [***]% of the total pro forma capitalization of the Acquired Business on the Closing Date in the form of cash or rollover equity (such amount, the “Minimum Equity Contribution”) into the capital stock
or other equity securities of Holdings, it being understood that investments in equity securities of Holdings other than common stock must be on terms and conditions reasonably satisfactory to the Agent and the Antares Lender. After giving
effect to the foregoing, Sponsor shall have direct or indirect ownership of greater than [***]% of the voting capital stock or equity interests of Holdings on a fully-diluted basis following the consummation of the Transactions.
|
2. |
Acquisition. The Acquisition will be consummated substantially concurrently with the initial funding under the Incremental Facilities in accordance with the terms of the Acquisition Agreement (without any amendment, modification
or waiver of any of the provisions thereof that would be materially adverse to the Lenders without the consent of the Antares Lender, such consent not to be unreasonably withheld, conditioned or delayed); provided that (i) a reduction in
the purchase price under the Acquisition Agreement shall not be deemed to be materially adverse to the Commitment Parties so long as such decrease shall be allocated first to reduce the Equity Contribution to no less than the Minimum Equity
Contribution and, thereafter, on a pro rata basis, (A) to a reduction in any amounts to be funded under the Incremental Term Loan Facility and (B) to the Equity Contribution, (ii) any amendment or waiver to the terms of the Acquisition
Agreement that has the effect of increasing the cash consideration required to be paid thereunder on or prior to the Closing Date shall not be deemed to be materially adverse to the Commitment Parties if such increase is funded with an
increase in the aggregate amount of the Equity Contribution, (iii) any purchase price adjustment expressly contemplated by the Acquisition Agreement (including any working capital purchase price adjustment) shall not be considered an
amendment or waiver of the Acquisition Agreement and (iv) any change to (or consent to waive) the definition of “Material Adverse Change” contained in the Acquisition Agreement shall be deemed to be materially adverse to the Commitment
Parties.
|
3. |
Evidence of Solvency. The Agent shall have received a solvency certificate of the chief financial officer or chief executive officer (or officer with analogous duties) of Holdings in the form attached hereto as Annex I.
|
4. |
Refinancing. On the Closing Date, all existing third party debt for borrowed money of the Acquired Business will be repaid, redeemed, defeased, discharged, refinanced or terminated (or irrevocable notice for the repayment or
redemption thereof will be given) (the “Refinancing”) such that after giving effect to the Refinancing, the Acquired Business shall not have any third party debt for borrowed money other than the Incremental Facilities and Permitted
Surviving Debt (as defined below) and receipt of payoff letters and lien releases, in each case, in form and substance reasonably satisfactory to Agent.
|
5. |
Required Information. The Agent shall have received (a) the audited balance sheet of the Acquired Business at December 31, 2021, December 31, 2020 and December 31, 2019 and the related income statements and statements of cash
flows for the fiscal years then ended, (b) the unaudited balance sheet of the Acquired Business as of June 30, 2021, September 30, 2021 and March 31, 2022 and (c) a pro forma consolidated balance sheet as of March 31, 2022 and related
statements of income and cash flow for the twelve month period then ended, prepared after giving effect to the Transaction as if the Transaction has occurred as of such date; provided, that (i) such pro forma balance sheet and related
statements of income and cash flow shall be prepared in good faith by Borrower, (ii) no such pro forma financial statements shall include adjustments for purchase accounting (including adjustments of the type contemplated by ASC 805) and
(iii) no such financial statements delivered pursuant to clause (a) or (b) above shall be required to be Regulation S-X compliant.
|
6. |
No Material Adverse Change. Since the date of the Acquisition Agreement, there shall not have occurred any event, change, circumstance, occurrence, effect, or state of facts that, individually or in the aggregate, has had or
would reasonably be expected to have a Material Adverse Effect (as defined in the Acquisition Agreement).
|
7. |
Documentation and Other Customary Deliveries. Subject to the Funds Certain Provisions, the preparation, execution and delivery of a definitive amendment to the Existing Credit Agreement (the “Amendment”) which will, among
other things, establish the Incremental Facilities in accordance with the terms hereof, and other customary definitive documents executed in connection therewith (collectively, with the Amendment, the “Credit Documentation”), which
shall comply with the Documentation Principles and the delivery of other customary closing documents limited to board of directors (or equivalent governing body) resolutions, charter documents, good standing certificates solely from a
Credit Party’s jurisdiction of organization (to the extent such concept applies in such jurisdiction), borrowing and issuing notices, customary officers’ incumbency certificates and customary officer’s closing certificate, customary legal
opinions with respect to the Incremental Facilities, in each case, consistent with the Documentation Principles.
|
8. |
Representations and Warranties. Subject to the Funds Certain Provisions, the Specified Representations and the Specified Acquisition Agreement Representations shall be true and correct in all material respects; provided, that to
the extent that any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Material Adverse Change”
(as defined in paragraph 6 above) for purposes of the making or deemed making of such Specified Representation on, or as of, the Closing Date (or any date prior thereto); provided further, that any Specified Representation or Specified
Acquisition Agreement Representation qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification shall be true and correct in all respects (after giving effect to any such qualification
of materiality).
|
9. |
PATRIOT Act and Beneficial Ownership Regulation. The Agent and the Antares Lender shall have received to the extent requested at least ten (10) days prior to the Closing Date, at least three (3) days prior to the Closing Date,
all documentation and other information required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial
Ownership Regulation.
|
10. |
Payment of Fees and Expenses. To the extent invoiced at least three (3) business days prior to the Closing Date, all reasonable and documented fees and expenses required to be paid on the Closing Date pursuant to the Commitment
Letter and Fee Letter shall have been paid (or, at the option of the Borrower, netted against the proceeds of the initial borrowing under the Amendment).
|
By:
|
|
|
Name:
|
[●]
|
|
Title:
|
[Chief Financial Officer][Chief Executive Officer]
|
Section
|
Existing Credit Agreement
|
Amended Terms
|
Clause (x)(i) of the definition of “Available Amount”
|
$[***]
|
$[***]
|
Clause (d)(w)(i) of the definition of “Permitted Acquisition”
|
$[***]
|
$[***]
|
Section 2.1(e)(ii)(B)(x)(i)
|
$[***]
|
$[***]
|
Section 5.13
|
$[***]
|
$[***]
|
Section 6.1(hh)
|
$[***]
|
$[***]
|
Section 6.2(b)(ii)(y)
|
$[***]
|
$[***]
|
Section 6.2(r)
|
$[***]
|
$[***]
|
Section 6.4(c)
|
$[***]
|
$[***]
|
Section 6.4(q)
|
$[***]
|
$[***]
|
Section 6.4(s)
|
$[***]
|
$[***]
|
Section 6.5(c)
|
$[***]
|
$[***]
|
Section 6.5(f)
|
$[***]
|
$[***]
|
Section 6.5(o)
|
$[***]
|
$[***]
|
Section 6.5(r)
|
$[***]
|
$[***]
|
Section 6.5(v)
|
$[***]
|
$[***]
|
Section 6.8(b)(ii)
|
$[***]
|
$[***]
|
Section 6.8(j)
|
$[***]
|
$[***]
|
Transaction Valuation*
|
Fee Rate
|
Amount of Filing Fee**
|
|
Fees to Be Paid
|
$178,428,836.25
|
0.0000927
|
$16,540.35
|
Fees Previously Paid
|
$0.00
|
$16,540.35
|
|
Total Transaction Valuation
|
$178,428,836.25
|
||
Total Fees Due for Filing
|
$16,540.35
|
||
Total Fees Previously Paid
|
$16,540.35
|
||
Total Fee Offsets
|
$0.00
|
||
Net Fee Due
|
$0.00
|
* |
The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was estimated by multiplying (i)
20,391,867 Shares (which is based on the following information provided by Sharps Compliance Corp. (“Sharps”) as of July 22, 2022: (1) 19,787,790 issued and outstanding shares of common stock of Sharps to be acquired by Raven Buyer, Inc.,
par value $0.01 per share (the “Shares”), including (A) 83,320 Shares issuable upon the settlement of unvested restricted stock awards that are granted to employees under the Sharps Compliance Corp. 2010 Stock Plan, and (B) 14,766 Shares
issuable upon the settlement of unvested restricted stock awards that are granted to directors under the Sharps Compliance Corp. 2010 Stock Plan, plus (3) 604,077 Shares issuable upon exercise of stock options), by (ii) the net offer price
of $8.75 per Share. The calculation of the transaction value is based on information provided by Sharps as of July 22, 2022.
|
** |
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year
2022 beginning on October 1, 2021, issued on August 23, 2021, by multiplying the transaction valuation by 0.0000927.
|