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Subsequent Events
6 Months Ended
Dec. 31, 2015
Subsequent Events  
Subsequent Events

 

13.  Subsequent Events

 

On January 12, 2016, we announced the terms of a recommended all cash offer (the “Offer”) for the entire issued and to be issued share capital of KBC Advanced Technologies plc (“KBC”). Under the terms of the Offer, KBC shareholders will receive 185 Pence Sterling in cash for each share. (Pence Sterling is a subdivision of Pound Sterling [“£”]).  The transaction values KBC at approximately £158 million. The payment amount in U.S. dollars will depend on the exchange rate at the time the transaction closes. Both companies’ boards of directors unanimously support the transaction. The Offer is conditioned on, among other things, KBC’s shareholder approval and the approval of the High Court of Justice in England and Wales. It is expected that the transaction will close in the first calendar quarter of 2016 (the “Acquisition”).

 

The Offer will be funded by cash on hand of approximately $91.0 million and a Bridge Credit Agreement (the “Bridge Credit Agreement”) entered into on January 12, 2016 with JPMorgan Chase Bank, N.A. , as the administrative agent (“JPMCB”) , and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner, and the lenders party thereto. The Bridge Credit Agreement provides a principal amount of up to $140.0 million with a maturity of 364 days from the date of the first drawdown. Borrowings under the Bridge Credit Agreement bear interest and are secured by liens on substantially all of our assets. We are required to grant such liens in favor of the lenders prior to the first drawdown. As of January 28, 2016, we had not drawn down on the Bridge Credit Agreement and would only do so if permanent financing were not in place prior to the closing of the Acquisition. We intend to obtain permanent financing, in the form of revolving credit facility, prior to the closing of the Acquisition, to replace the Bridge Credit Agreement.

 

On January 11, 2016, we paid $1.1 million in fees to JPMCB to secure the Bridge Credit Agreement and placed $115.1 million in escrow, representing $91.0 million of consideration payable under the terms of the Offer, $23.1 million to fund potential foreign exchange fluctuations in the purchase price and $1.0 million of costs that may become payable to JPMCB under the Bridge Credit Agreement.