- Tender offer statement by Third Party (SC TO-T)
30 9월 2009 - 6:29AM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act
of 1934
GENTEK INC.
(Name of Subject Company
(Issuer))
ASP GT ACQUISITION CORP.
(Offeror)
a wholly-owned subsidiary of
ASP GT HOLDING CORP.
(Parent of Offeror)
American Securities Partners V, L.P.
American Securities Partners V(B), L.P.
American Securities Partners V(C), L.P.
American Securities Associates V, LLC
American Securities LLC
(Other Persons)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
Common Stock, no par value
(Title of Class of
Securities)
37245X203
(CUSIP Number of Class of
Securities)
Matthew F. LeBaron
American Securities LLC
The Chrysler Center
666 Third Avenue
New York, NY 10017
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Michael Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$441,299,130.00
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$24,624.49
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(1)
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Estimated for purposes of calculating the filing fee only. The
transaction valuation was calculated by adding
(i) 10,196,370 shares of common stock, no par value,
of GenTek Inc., outstanding multiplied by the offer price of
$38.00 per share, (ii) 461,691 shares of common stock,
no par value, of GenTek Inc., which were subject to issuance
pursuant to the exercise of outstanding options multiplied by
$38.00 and (iii) 955,074 shares of common stock, no par
value, of GenTek Inc., which were subject to issuance pursuant
to the exercise of outstanding warrants multiplied by $38.00.
The calculation of the filing fee is based on GenTek Inc.’s
representation of its capitalization as of September 24,
2009.
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(2)
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The filing fee was calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934 by multiplying the
transaction value by 0.00005580.
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o
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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.
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Amount Previously Paid:
None
Filing Party: N/A
Form of Registration No.:
N/A
Date Filed: N/A
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
Third-party
tender offer subject to
Rule 14d-1.
o
Issuer
tender offer subject to
Rule 13e-4.
o
Going-private
transaction subject to
Rule 13e-3.
o
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.
o
This Tender Offer Statement on Schedule TO (which, together
with any amendments and supplements thereto, collectively
constitute this “Schedule TO”) is filed by
(i) ASP GT Acquisition Corp., a Delaware corporation (the
“Purchaser”), and a wholly-owned subsidiary of ASP GT
Holding Corp., a Delaware corporation (“Parent”), and
(ii) Parent, which is beneficially owned by American
Securities Partners V, L.P., a Delaware limited
partnership, American Securities Partners V(B), L.P., a Delaware
limited partnership, and American Securities Partners V(C),
L.P., a Delaware limited partnership. This Schedule TO
relates to the offer (the “Offer”) by the Purchaser to
purchase all of the outstanding shares of common stock, no par
value (the “Shares”), of GenTek Inc., a Delaware
corporation (“GenTek”), at a purchase price of $38.00
per Share (the “Offer Price”) net to the seller in
cash, without interest thereon and less any applicable
withholding taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 29, 2009
(which, together with any amendments and supplements thereto,
collectively constitute the “Offer to Purchase”) and
in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1)(A) and (a)(1)(B),
respectively.
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Item 1.
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Summary
Term Sheet.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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Item 2.
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Subject
Company Information.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is GenTek
Inc., a Delaware corporation. GenTek’s principal executive
offices are located at 90 East Halsey Road, Parsippany, New
Jersey 07054. GenTek’s telephone number at such address is
(973) 515-0900.
(b) This Schedule TO relates to the outstanding shares
of common stock, no par value, of GenTek. GenTek has advised
Parent that, on September 24, 2009, there were
10,196,370 Shares issued and outstanding,
461,691 Shares reserved and available for issuance upon, or
otherwise deliverable in connection with, the exercise of
outstanding options and 955,074 Shares reserved and
available for issuance upon, or otherwise deliverable in
connection with, the exercise of outstanding warrants.
(c) The information set forth in the section in the Offer
to Purchase entitled “Price Range of Shares;
Dividends” is incorporated herein by reference.
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Item 3.
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Identity
and Background of Filing Person.
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This Schedule TO is filed by Parent and the Purchaser and
relates to the outstanding shares of common stock, no par value,
of GenTek. The information set forth in the sections of the
Offer to Purchase entitled “Certain Information Concerning
Parent and the Purchaser” and in Schedule I is
incorporated herein by reference.
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Item 4.
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Terms
of the Transaction.
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Item 5.
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Past
Contacts, Transactions, Negotiations and
Agreements.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction,” “Certain Information Concerning
Parent and the Purchaser,” “Background of the Offer;
Past Contacts or Negotiations with GenTek,” “Purpose
of the Offer; Plans for GenTek” and “The Merger
Agreement; Other Agreements” respectively, is incorporated
herein by reference.
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Item 6.
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Purposes
of the Transaction and Plans or Proposals.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet,”
“Introduction,” “Price Range of Shares;
Dividends,” “Certain Effects of the Offer,”
“Purpose of the Offer; Plans for GenTek,” and
“The Merger Agreement; Other Agreements” respectively,
is incorporated herein by reference.
1
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Item 7.
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Source
and Amount of Funds or Other Consideration.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet,” “Source
and Amount of Funds,” “The Merger Agreement; Other
Agreements” and “Certain Conditions of the Offer”
respectively, is incorporated herein by reference.
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Item 8.
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Interest
in Securities of the Subject Company.
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The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning GenTek
and the Purchaser,” “Purpose of the Offer; Plans for
GenTek,” and “The Merger Agreement; Other
Agreements” is incorporated herein by reference.
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Item 9.
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Persons/Assets
Retained, Employed, Compensated or Used.
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The information set forth in the section of the Offer to
Purchase entitled “Fees and Expenses” is incorporated
herein by reference.
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Item 10.
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Financial
Statements.
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Not applicable.
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Item 11.
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Additional
Information.
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(a)(1) The information set forth in the sections of the Offer to
Purchase entitled “Certain Information Concerning Parent
and the Purchaser,” “Background of the Offer; Past
Contacts or Negotiations with GenTek,” “Purpose of the
Offer; Plans for GenTek” and “The Merger Agreement;
Other Agreements” respectively, is incorporated herein by
reference.
(a)(2) The information set forth in the sections of the
Offer to Purchase entitled “Purpose of the Offer; Plans for
GenTek,” “Certain Conditions of the Offer” and
“Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(3) The information set forth in the sections of the
Offer to Purchase entitled “Certain Conditions of the
Offer” and “Certain Legal Matters; Regulatory
Approvals,” respectively, is incorporated herein by
reference.
(a)(4) The information set forth in the sections of the
Offer to Purchase entitled “Certain Effects of the
Offer,” “Source and Amount of Funds” and
“Certain Legal Matters; Regulatory Approvals,”
respectively, is incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase, dated September 29, 2009.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute Form
W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)(A)
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Form of Summary Advertisement as published on September 29, 2009
in The Wall Street Journal.
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(a)(5)(B)
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Press Release issued by ASP GT Acquisition Corp. on
September 29, 2009.
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(b)(1)
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Debt Commitment Letter, dated September 28, 2009, from Goldman
Sachs Credit Partners L.P., KeyBank National Association,
General Electric Credit Corporation and GE Capital Markets, Inc.
to the Purchaser.
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(b)(2)
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Equity Commitment Letter, dated September 28, 2009, from
American Securities Partners V, L.P., American Securities
Partners V(B), L.P. and American Securities Partners V(C) L.P.
to Parent and the Purchaser.
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(d)(1)
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Agreement and Plan of Merger, dated as of September 28, 2009, by
and among Parent, the Purchaser and GenTek.
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(d)(2)
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Tender and Support Agreement, dated as of as of September 28,
2009, by and among certain stockholders, Parent and the
Purchaser.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Included in mailing to stockholders.
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Item 13.
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Information
required by
Schedule 13E-3.
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Not applicable.
3
SIGNATURE
After due inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
ASP GT HOLDING CORP.
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By:
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/s/ Matthew F. LeBaron
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Name: Matthew F. LeBaron
Title: President
ASP GT ACQUISITION CORP.
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By:
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/s/ Matthew F. LeBaron
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Name: Matthew F. LeBaron
Title: President
Date: September 29, 2009
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Exhibit
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Exhibit Name
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(a)(1)(A)
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Offer to Purchase, dated September 29, 2009.
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number (TIN) on Substitute Form
W-9).
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a)(5)(A)
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Form of Summary Advertisement as published on September 28, 2009
in The Wall Street Journal.
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(a)(5)(B)
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Press Release issued by ASP GT Acquisition Corp. on September
29, 2009.
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(b)(1)
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Debt Commitment Letter, dated September 28, 2009, from Goldman
Sachs Credit Partners L.P., KeyBank National Association,
General Electric Credit Corporation and GE Capital Markets, Inc.
to the Purchaser.
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(b)(2)
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Equity Commitment Letter, dated September 28, 2009, from
American Securities Partners V, L.P., American Securities
Partners V(B), L.P. and American Securities Partners V(C), L.P.
to Parent and the Purchaser.
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(d)(1)
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Agreement and Plan of Merger, dated as of September 28, 2009, by
and among Parent, the Purchaser and GenTek.
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(d)(2)
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Tender and Support Agreement, dated as of as of September 28,
2009, by and among certain stockholders, Parent and the
Purchaser.
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Included in mailing to stockholders.
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5
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