Current Report Filing (8-k)
06 Junho 2018 - 10:10AM
Edgar (US Regulatory)
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 6, 2018
General Cable Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-12983
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06-1398235
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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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4 Tesseneer Drive
Highland Heights, Kentucky 41076-9753
(Address of principal executive offices, including zip code)
(859)
572-8000
(Registrants telephone number, including area code)
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 (
see
General Instruction A.2 below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Press Release Announcing Closing of Acquisition by Prysmian S.p.A.
On June 6, 2018 (the
Closing Date
) pursuant to the Agreement and Plan of Merger, dated as of December 3, 2017 by and
among General Cable Corporation, a Delaware corporation (the
Company
), Prysmian S.p.A., a company organized under the laws of the Republic of Italy (
Parent
), and Alisea Corp., a Delaware corporation and a
wholly owned subsidiary of Parent (
Merger Sub
), Parent completed the previously announced acquisition of the Company through the merger of Merger Sub with and into the Company (the
Merger
), with the Company
surviving the Merger as a wholly owned subsidiary of Parent. The Merger became effective upon the filing of the certificate of merger with the Secretary of State of the State of Delaware on the Closing Date. On the Closing Date, the Company and
Parent issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is furnished as Exhibit 99.1 hereto.
Redemption Notice
As previously disclosed, on
June 6, 2018, in connection with the consummation of the Merger, the Company, Parent and U.S. Bank National Association, as trustee, entered into the First Supplemental Indenture (the
Supplemental Indenture
) with respect to
the Indenture dated as of December 18, 2009 (the
Indenture
), between the Company and U.S. Bank National Association, as Trustee (the T
rustee
), governing the Companys Subordinated Convertible Notes due
2029 (the
Notes
). On May 14, 2018, pursuant to the Indenture, the Company delivered to the Trustee and the holders of the Notes a Fundamental Change Conversion Notice (as defined in the Indenture). The closing of
the Merger constitutes a Fundamental Change and a Make-Whole Transaction entitling holders to convert their Notes in accordance with the provisions of the Indenture. Accordingly, on June 6, 2018, the Company delivered to
the Trustee and the holders of the Notes a Notice of Supplemental Indenture, Notice of Make-Whole Transaction and Issuer Fundamental Change Notice, a copy of which is attached hereto as Exhibit 99.2.
Item 9.01
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Financial Statements and Exhibits.
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2
SIGNATURES
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.
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GENERAL CABLE CORPORATION
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Date: June 6, 2018
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By:
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/s/ Ramon J. Ceron
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Ramon J. Ceron
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Vice President and Assistant Treasurer
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