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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On September 16, 2016, Universal Forest Products, Inc., a Michigan corporation (the "
Company
"), completed the acquisition of idX Holdings, Inc., a Delaware corporation ("
idX
"), pursuant to the previously reported Agreement and Plan of Merger, dated as of August 31, 2016 (as amended and restated on September 7, 2016, the "
Merger Agreement
"), among the Company, UFP Apple Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("
Merger Sub
"), idX, ABP II SR, L.L.C., a Delaware limited liability company, and, for certain limited purposes, Acon-Bastion Partners II, L.P., a Delaware limited partnership, Acon-Bastion Partners II (Offshore), L.P., a Cayman Islands exempted limited partnership, and Terrence L. Schultz, an individual. idX specializes in the design, production and installation of customized in-store environments that are used in a range of end markets.
Pursuant to the Merger Agreement, Merger Sub merged with and into idX (the "
Merger
") with idX becoming a wholly owned subsidiary of the Company as a result of the Merger. The aggregate purchase price paid by the Company for idX's capital stock pursuant to the Merger was approximately $64.8 million in cash, less a holdback equal to $1.0 million and subject to post-closing adjustments for idX's transaction expenses and net working capital as of closing. Additionally, the Company advanced to idX approximately $92.9 million to retire outstanding debt and certain other obligations, and $1.625 million of the purchase price was deposited in escrow until the earlier of (x) 30 days after delivery to the surviving corporation of its audit for the fiscal year ending December 31, 2017 and (y) June 30, 2018. The Company financed the acquisition of idX using a combination of existing cash and $34.6 million of borrowings on its available revolving credit facility.
As a result of the Merger, (i) each issued and outstanding share of idX preferred stock was automatically canceled and converted into the right to receive a portion of the aggregate purchase price, (ii) each issued and outstanding share of idX common stock was automatically canceled and converted into the right to receive a portion of the aggregate purchase price, (iii) shares of idX owned by the Company, Merger Sub or idX or any of their respective direct or indirect wholly owned subsidiaries were canceled and retired and ceased to exist, and no consideration was or will be delivered in exchange therefor, and (iv) each outstanding option or warrant relating to idX's stock was canceled and retired and ceased to exist, and no consideration was or will be delivered in exchange therefor.
Each of the Company, Merger Sub and idX has made customary representations and warranties and has agreed to customary covenants in the Merger Agreement.
The foregoing description of the Merger is not a complete description of all of the parties' rights and obligations under the Merger Agreement and is qualified in its entirety by reference to the Merger Agreement, a copy of which will be filed with the Company's next periodic report.
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