Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Stock Purchase Agreement
On July 1, 2015, Patterson Companies, Inc. ("Patterson") entered into a stock
purchase agreement (the "Stock Purchase Agreement") with Lanai Holdings III,
Inc., a Delaware corporation and affiliate of Madison Dearborn Partners, LLC
(the "Buyer"). Pursuant to the Stock Purchase Agreement, Buyer will acquire all
of the outstanding shares of common stock, par value $0.01 per share, of
Patterson Medical Holdings, Inc. ("Patterson Medical"), a Delaware corporation
and wholly owned subsidiary of Patterson, for a purchase price of approximately
$715 million in cash.
The Stock Purchase Agreement includes customary representations, warranties and
covenants of each party, some of which survive closing for a period of time. The
transaction is expected to close in the second fiscal quarter of 2016, subject
to customary closing conditions, including authorization from governmental
authorities and the truth and accuracy of certain representations and
Buyer has obtained equity and debt financing commitments, the aggregate proceeds
of which are expected to be sufficient for Buyer to pay all amounts due at
closing. In addition, Madison Dearborn Capital Partners VII-A, L.P., Madison
Dearborn Capital Partners VII-C, L.P. and Madison Dearborn Capital Partners VII
Executive-A, L.P. have delivered a limited guaranty in favor of Patterson. The
Stock Purchase Agreement provides that Buyer will pay a termination fee of
$35.75 million to Patterson as an exclusive remedy if the Stock Purchase
Agreement is terminated under certain qualifying circumstances.
In connection with, and as a condition to closing, the Stock Purchase Agreement
contemplates that Patterson will enter into a transition services agreement with
Patterson Medical, pursuant to which Patterson Medical will pay Patterson to
provide, among other things, certain information technology, distribution,
facilities, finance, tax and treasury, human resources and sales and marketing
services for a limited period of time after closing.
The above description of the Stock Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the Stock Purchase
Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
This Form 8-K contains certain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
information of a non-historical nature and are subject to risks and
uncertainties that are beyond Patterson's ability to control. Forward-looking
statements generally can be identified by words such as "believes," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words or phrases of
similar import. Similarly, statements that describe the proposed transaction,
including its financial impact, and other statements of management's beliefs,
intentions or goals also are forward-looking statements. It is uncertain whether
any of the events anticipated by the forward-looking statements will transpire
or occur, or if any of them do, what impact they will have on the results of
operations and financial condition of Patterson or the price of Patterson stock.
These forward-looking statements involve certain risks and uncertainties that
could cause actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to the ability of the
parties to consummate the transactions contemplated by the Stock Purchase
Agreement and the satisfaction of the conditions precedent to consummation of
such transactions, including the ability to secure regulatory approvals at all
or in a timely manner; and the other risks and important factors contained and
identified in Patterson's filings with the Securities and Exchange Commission,
such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any
of which could cause actual results to differ materially from the
forward-looking statements. Any forward-looking statement in this Form 8-K
speaks only as of the date on which it is made. Except to the extent required
under the federal securities laws, Patterson does not intend to update or revise
the forward-looking statements.
Item 8.01 OTHER EVENTS
On July 1, 2015, Patterson issued a press release announcing that it had entered
into the Stock Purchase Agreement. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
2.1 Stock Purchase Agreement between Patterson Companies, Inc. and Lanai
Holdings III, Inc. dated July 1, 2015.*
99.1 Press release of Patterson Companies, Inc., dated July 1, 2015.
* The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
The registrant hereby undertakes to furnish supplementally to the Securities
and Exchange Commission copies of any omitted schedules upon request.
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