UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
TECUMSEH PRODUCTS COMPANY
(Name of Subject Company)
MA INDUSTRIAL SUB INC.
(Names of Filing Persons (Offerors))
MA INDUSTRIAL JV LLC
(Names of Filing Persons (Parent of Offeror))
MUELLER INDUSTRIES, INC.
DENO INVESTMENT COMPANY II, INC.
ATLAS CAPITAL RESOURCES II LP
ATLAS CAPITAL RESOURCES (P) II LP
(Names of Filing Persons (Others))
COMMON SHARES, NO PAR VALUE PER SHARE
(Title of Class of Securities)
878895309
(CUSIP Number of Class of Securities)
Serge Benchetrit
Steven A. Seidman
Mark A. Cognetti
Sean M. Ewen
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Phone: (212) 728-8000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** | |
| $95,702,217.15 |
$11,120.60 |
| * | Estimated solely for the purpose of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares or common stock, par value $0.00 per share (the “Shares”) of Tecumseh Products Company (“TECU”), at a purchase price of $5.00 per Share, net to the holder thereof in cash, without interest thereon and subject to any required tax withholding, and settle outstanding options, restricted stock units, phantom shares, stock appreciation rights and deferred stock units. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .0001162. |
| 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: |
$11,120.60 | Filing Party: | MA Industrial Sub Inc. | |||
| MA Industrial JV LLC | ||||||
| Mueller Industries, Inc. Deno Investment Company II, Inc. Atlas Capital Resources II LP Atlas Capital Resources (P) II LP | ||||||
| Form or Registration No.: |
Schedule TO-T (File No.005-30158) | Date Filed: | August 21, 2015 | |||
| ¨ | 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. x
This Amendment No. 4 to Schedule TO (this “Amendment”) is filed by MA Industrial JV LLC (“Parent”), MA Industrial Sub Inc. (“Purchaser”), Mueller Industries, Inc., Deno Investment Company II, Inc., Atlas Capital Resources II LP and Atlas Capital Resources (P) II LP (collectively, the “Filing Persons”), and amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 21, 2015 (together with any amendments and supplements thereto, the “Schedule TO”) by the Filing Persons and relates to the tender offer by Purchaser and Parent, for all of the outstanding common shares, no par value per share (the “Shares”) of Tecumseh Products Company, a Michigan corporation (“TECU”), at a price of $5.00 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 August 21, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 9 and Item 11 of this Amendment, except as otherwise set forth below. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
Items 1 through 11 are hereby amended and supplemented to include the following:
“At midnight, New York City time, at the end of the day on September 18, 2015, the Offer expired as scheduled and was not extended. Purchaser was advised by the Depositary that, as of the Expiration Time, a total of 16,399,431 Shares (excluding Shares delivered pursuant to notice of guaranteed delivery procedures) were validly tendered in, and not withdrawn from, the Offer, representing approximately 88.34% of the outstanding Shares on a fully diluted basis. In addition, Notices of Guaranteed Delivery have been delivered with respect to 479,760 additional Shares, together with all other Shares validly tendered in, and not withdrawn from the Offer, representing approximately 90.93% of the outstanding Shares on a fully diluted basis. The number of Shares tendered pursuant to the Offer satisfied the Minimum Condition. Accordingly, all conditions to the Offer having been satisfied, Purchaser accepted for payment, and expects to promptly pay for, all Shares validly tendered in, and not withdrawn from, the Offer.
Because Purchaser owned more than 90% of the outstanding Shares, subsequent to the completion of the Offer, pursuant to the Merger Agreement, on September 21, 2015, Purchaser merged with and into TECU (the “Merger”), with TECU continuing as the surviving corporation and a wholly owned subsidiary of Parent, pursuant to the terms of the Merger Agreement and without a meeting of shareholders of TECU in accordance with Section 711 of Act 284, Public Acts of 1972 (the “MBCA”). At the effective time of the Merger (the “Effective Time”), each Share that was outstanding immediately prior to the Effective Time (other than Shares owned by TECU or its wholly owned subsidiaries or Parent or any of its subsidiaries) was cancelled and converted into the right to receive cash in an amount equal to the Offer Price, without interest. In addition, at the Effective Time, each issued and outstanding share of Purchaser capital stock was converted into and became one fully paid and non-assessable share of common stock no par value, of the surviving corporation.
Following the Merger, all Shares will be delisted and cease to trade on the NASDAQ. Parent intends to take steps to cause termination of the registration of the Shares under the Exchange Act and suspend all of TECU’s reporting obligations under the Exchange Act as promptly as practicable.
The press release announcing the expiration and results of the Offer, issued on September 21, 2015, is attached as Exhibit (a)(5)(A) hereto, and is incorporated herein by reference.”
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:
(a)(5)(A) Press Release issued by Parent on September 21, 2015.
SIGNATURE
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.
Dated: September 21, 2015
| MA INDUSTRIAL SUB INC. | ||
| By: |
/s/ Timothy J. Fazio | |
| Name: Timothy J. Fazio | ||
| Title: Co-President | ||
| By: |
/s/ Gregory L. Christopher | |
| Name: Gregory L. Christopher | ||
| Title: Co-President | ||
| MA INDUSTRIAL JV LLC | ||
| By: |
/s/ Timothy J. Fazio | |
| Name: Timothy J. Fazio | ||
| Title: Co-President | ||
| By: |
/s/ Gregory L. Christopher | |
| Name: Gregory L. Christopher | ||
| Title: Co-President | ||
| MUELLER INDUSTRIES, INC. | ||
| By: |
/s/ Gregory L. Christopher | |
| Name: |
Gregory L. Christopher | |
| Title: |
Chief Executive Officer | |
| DENO INVESTMENT COMPANY II, INC. | ||
| By: |
/s/ Kent Schenk | |
| Name: |
Kent Schenk | |
| Title: |
President | |
| By: |
/s/ James Davidson | |
| Name: |
James Davidson | |
| Title: |
Secretary | |
| ATLAS CAPITAL RESOURCES II LP | ||
| By: Atlas Capital GP II LP, its general partner | ||
| By: Atlas Capital Resources GP II LLC, its general partner | ||
| By: |
/s/ Timothy J. Fazio | |
| Name: |
Timothy J. Fazio | |
| Title: |
Managing Partner | |
| ATLAS CAPITAL RESOURCES (P) II LP | ||
| By: Atlas Capital GP II LP, its general partner | ||
| By: Atlas Capital Resources GP II LLC, its general partner | ||
| By: |
/s/ Timothy J. Fazio | |
| Name: |
Timothy J. Fazio | |
| Title: |
Managing Partner | |
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| (a)(5)(A) | Press Release issued by Parent on September 21, 2015. | |
Exhibit (a)(5)(A)
MUELLER INDUSTRIES & ATLAS HOLDINGS
COMPLETE TENDER OFFER FOR TECUMSEH PRODUCTS COMPANY
Memphis, TN and Greenwich, CT – September 21, 2015 - Mueller Industries, Inc. (NYSE: MLI) (“Mueller Industries”) and Atlas Holdings LLC (“Atlas Holdings”), today announced the successful completion of the tender offer for Tecumseh Products Company (Nasdaq: TECU) by MA Industrial JV LLC, an entity owned by affiliates of Mueller Industries and Atlas Holdings to acquire all of the issued and outstanding common shares of Tecumseh for $5.00 per share, net to the seller in cash, without interest and less any required withholding taxes.
The tender offer expired at midnight New York City time at the end of the day on September 18, 2015. The depositary for the tender offer advised that 16,399,431 common shares of Tecumseh (excluding shares delivered pursuant to guaranteed delivery) were validly tendered in, and not withdrawn from the tender offer, representing approximately 88.34% of Tecumseh’s outstanding common shares and, after taking into account shares delivered pursuant to guaranteed delivery procedures, approximately 90.93% of Tecumseh’s outstanding common shares were tendered. Accordingly, the “Minimum Condition” was satisfied, and MA Industrial Sub Inc. accepted for payment, and will promptly pay for, all common shares of Tecumseh validly tendered and not withdrawn in the offer.
Mueller Industries and Atlas Holdings expect to promptly complete a “short-form” merger of MA Industrial Sub Inc. with and into Tecumseh under Section 711 of the Michigan Business Corporation Act. At the time the merger becomes effective, each common share of Tecumseh issued and outstanding and not tendered in the tender offer (other than shares held by Tecumseh or MA Industrial JV LLC or any of their subsidiaries) will be converted into the right to receive an amount in cash equal to $5.00 per share, net to the seller in cash, without interest and less any required withholding taxes, the same price that was paid in the tender offer.
Following the completion of the merger, Tecumseh shares will cease to be traded on the NASDAQ Global Market. Holders of Tecumseh shares who did not surrender their shares in the tender offer will receive a new letter of transmittal to surrender their shares in exchange for the merger consideration.
The transaction will link Tecumseh, a leading global manufacturer of compressors and related products, with new owners Mueller Industries, a leading manufacturing company, and Atlas Holdings, a firm with expertise in transforming and reinvigorating industrial businesses across the globe.
Willkie Farr & Gallagher LLP is serving as legal advisor to Mueller Industries and Atlas Holdings.
About Tecumseh Products Company
Tecumseh Products Company is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers, and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps and complete refrigeration systems. Additional information can be found at www.tecumseh.com.
About Mueller Industries, Inc.
Mueller Industries, Inc. (NYSE: MLI) is an industrial manufacturer that specializes in copper and copper alloy manufacturing while also producing goods made from aluminum, steel, and plastics. They are headquartered in Memphis, Tennessee and comprises a network of operations in the United States, Canada, Mexico, Great Britain, and China. Their products include tubing, fittings, valves, vessels, and related items for plumbing and HVACR related piping systems, as well as rod, forgings, extrusions, and various components for OEM applications. Products are distributed into sectors such as building construction, appliance, defense, energy, and automotive.
About Atlas Holdings LLC
Founded in 2002, Atlas Holdings LLC is headquartered in Greenwich, Connecticut. Atlas Holdings and its affiliates own 16 companies that employ nearly 15,000 associates and operate more than 100 facilities across the globe - generating approximately $4 billion in revenue annually. Atlas Holdings companies are engaged in a variety of industries, including aluminum processing, automotive, building materials, capital equipment, construction, energy, industrial services, packaging, paper, power generation, steel, and supply chain management. Visit www.atlasholdingsllc.com for more information.
Forward Looking Statements
This document contains certain statements which constitute forward-looking statements. These forward-looking statements include statements regarding the satisfaction of conditions to the completion of the proposed transaction and the expected completion of the proposed transaction, as well as other statements that are not historical fact. These forward-looking statements are based on currently available information, as well as Tecumseh Products Company’s views and assumptions regarding future events as of the time such statements are being made. Such forward looking statements are subject to inherent risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied in such forward-looking statements. Such risks and uncertainties include those described in cautionary statements contained elsewhere herein and in Tecumseh Products Company’s periodic reports filed with the SEC including the statements set forth under “Risk Factors” set forth in Tecumseh Products Company’s most recent annual report on Form 10-K. These forward-looking statements reflect Tecumseh Products Company’s expectations as of the date of this report. Tecumseh Products Company undertakes no obligation to update the information provided herein, except as required by law.
Company Contacts
For Tecumseh Products Company:
Janice Stipp
Tecumseh Products Company
734.585.9507
Janice.Stipp@tecumseh.com
For Mueller Industries:
Jeffrey A. Martin
Mueller Industries, Inc.
901.753.3226
JMartin@MuellerIndustries.com
For Atlas Holdings:
David A. Filippelli
Atlas Holdings LLC
203.983.7909
dfilippelli@atlasholdingsllc.com
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