Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): June 25, 2010
HOUSTON
WIRE & CABLE COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52046
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36-4151663
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
employer identification no.)
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10201
North Loop East
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Houston,
TX
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77029
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (713) 609-2100
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) [Missing Graphic
Reference]
On June
25, 2010, Houston Wire & Cable Company (the “Company”) completed its
acquisition (the “Acquisition”) of all the outstanding equity interests in
Southwest Wire Rope LP (“SWWR LP”) and Southwest Wire Rope GP LLC (“SWWR GP
LLC”) from Teleflex Incorporated (“Teleflex”) pursuant to the terms of the
Equity Interest Purchase Agreement, dated as of May 26, 2010 (the
“Agreement”), by and between the Company and Teleflex. Under the
terms of the Agreement and as a result of the Acquisition, the Company also
acquired Southern Wire, LLC, a direct, wholly-owned subsidiary of SWWR LP
(“Southern Wire” and, together with SWWR LP and SWWR GP LLC, the “Acquired
Companies”). The Acquired Companies are engaged in the wholesale and
retail distribution of custom fabricated lifting products, industrial wire rope
and related hardware.
The
purchase price for the Acquisition consisted of $50 million in cash and is
subject to a post-closing adjustment based on the net working capital of the
Acquired Companies as of the closing date. The Company financed the
payment of the purchase price through borrowings under its existing revolving
credit facility with Bank of America, N.A., as agent and lender.
The
foregoing summary of certain terms of the Agreement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Agreement, a copy of which is filed as Exhibit 2.1 to this report and is
incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
June 28, 2010, the Company issued a press release announcing the closing of
the Acquisition. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K. Information included in the
press release shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any of the Company’s filings under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in the filing.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
Pursuant
to Item 9.01(a)(4) of Form 8-K, the Company will file by amendment the financial
statements required by Item 9.01(a) not later than 71 calendar days after the
date this Current Report on Form 8-K must be filed.
(b) Pro
Forma Financial Information
Pursuant
to Item 9.01(b)(2) of Form 8-K, the Company will file by amendment the financial
information required by Item 9.01(b) not later than 71 calendar days after the
date this Current Report on Form 8-K must be filed.
(d) Exhibits
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Exhibit
No.
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Description
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2.1
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Equity
Interest Purchase Agreement, dated as of May 26, 2010, by and between
Houston Wire & Cable Company and Teleflex Incorporated (incorporated
herein by reference to Exhibit 10.1 to Houston Wire & Cable Company’s
Current Report on Form 8-K filed May 28, 2010).
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99.1
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Press
Release, dated June 28, 2010, announcing the closing of the
Acquisition.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June
29,
2010 HOUSTON
WIRE & CABLE COMPANY
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By:
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/s/ Nicol G. Graham |
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Name:
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Nicol
G. Graham
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Title:
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Vice
President and
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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2.1
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Equity
Interest Purchase Agreement, dated as of May 26, 2010, by and between
Houston Wire & Cable Company and Teleflex Incorporated (incorporated
herein by reference to Exhibit 10.1 to Houston Wire & Cable Company’s
Current Report on Form 8-K filed May 28, 2010).
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99.1
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Press
Release, dated June 28, 2010, announcing the closing of the
Acquisition.
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