This Amendment No. 4 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the
Schedule
14D-9
) filed by Black Box
Corporation, a Delaware corporation (the
Company
), with the Securities and Exchange Commission on November 21, 2018.
On
November 11, 2018, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
), by and among the Company and AGC Networks Pte Ltd., a company organized under the laws of Singapore (
Top
Parent
), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (
Parent
), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (
BBX Intermediate
), Host
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (
Merger Sub
; together with Top Parent, Parent and BBX Intermediate, the
Parent Entities
and each, a
Parent
Entity
). Pursuant to the Merger Agreement, Host Merger Sub Inc. offered to purchase any and all of the outstanding shares of the Companys common stock, par value $0.001 per share, at a purchase price of $1.08 per share, net to the
holder thereof, in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 21, 2018 (incorporated by reference in the Schedule
14D-9
as Exhibit (a)(1)(A)), as amended or supplemented from time to time, and in the related Letter of Transmittal (incorporated by reference in the Schedule
14D-9
as Exhibit (a)(1)(B)), as amended or supplemented
from time to time.
On December 20, 2018, the Company and the Parent Entities entered into Amendment No. 1 to the Agreement and Plan of Merger
(the
Merger Agreement Amendment
) (incorporated by reference in the Schedule
14D-9
as Exhibit (e)(21)). Pursuant to the Merger Agreement Amendment, Merger Sub has amended the terms of the
tender offer to increase the offer price from $1.08 per share to $1.10 per share, net to the holder thereof, in cash, without interest thereon.
In
addition, on December 20, 2018, the Parent Entities extended the expiration of the tender offer to midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019, unless otherwise extended in accordance with the terms
of the Merger Agreement.
Except to the extent amended and supplemented by this Amendment, the information in the Schedule
14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Schedule
14D-9.
Item 3.
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Past Contacts, Negotiations and Agreements.
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Item 3 of the Schedule
14D-9
is hereby amended and supplemented by replacing the first paragraph under the subsection
entitled
Consent Agreement.
in its entirety with the following paragraph:
On November 11, 2018, concurrent
with, and as a condition to the execution of, the Merger Agreement, the Company and certain direct and indirect wholly owned subsidiaries of the Company (the
Guarantors
, and together with the Company, the
Loan
Parties
) entered into a Consent Agreement with PNC Bank, National Association (
PNC
), certain other lenders party thereto (together, with PNC, the
Lenders
) and PNC as administrative agent for the
Lenders (in such capacity, the
Agent
), as amended by that certain Letter Agreement (the
Consent Letter
), entered into among the Loan Parties and the Agent, effective as of December 20, 2018 (as so amended,
the
Consent Agreement
), with respect to the Credit Agreement entered into among the Loan Parties, the Agent and the Lenders as of May 9, 2016, as amended by the Amendment and Joinder Agreement, dated August 9, 2017 (such
amendment, the
First Amendment
and, as so amended, the
Credit Agreement
), as further amended by the Second Amendment, dated June 29, 2018 (as so amended, the
Amended Credit Agreement
).
The Consent Agreement provides, among other things, that at the Effective Time, the Lenders will receive an amount, less than par, equal to an estimated $90,634,000 plus any unreimbursed amounts drawn on outstanding letters of credit issued under
the Amended Credit Agreement, and any fees and costs associated therewith (the
Payoff Amount
). The Consent Agreement provides that the Payoff Amount will be in satisfaction of any and all amounts due and owing under the Amended
Credit Agreement, including, without limitation, the aggregate principal amount outstanding, all accrued and unpaid interest thereon, all fees and expenses (other than the fees and expenses of the Lenders third party advisors, which to the
extent not already paid by the Loan Parties, will be paid in full by such Loan Parties) and any premiums and penalties, but excluding certain contingent indemnification obligations. The Consent Agreement further provides that upon receipt of the
Payoff Amount, the Lenders will agree to release all liens, mortgages and collateral of the Loan Parties, provided that the letters of credit will be terminated on or immediately prior to the closing of the Contemplated Transactions.
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