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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2010
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
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| Delaware
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25-1723345 |
(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.) |
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| 225 West Station Square Drive |
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| Suite 700 |
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| Pittsburgh, Pennsylvania 15219
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(412) 454-2200 |
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(Registrant’s telephone number,including area code) |
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Membership Interest Purchase Agreement
On November 16, 2010, WESCO Distribution, Inc. (the “Company”), WDCH, LP, a wholly-owned
subsidiary of the Company (“Buyer”), TVC Communications, L.L.C. (“TVC”), and Palisades TVC Holding,
L.L.C. (“Seller”) entered into a Membership Interest Purchase Agreement (the “Agreement”). The
following description of the Agreement does not purport to be a complete description and is
qualified in its entirety by reference to the full text of the Agreement, which is attached hereto
as Exhibit 2.1 and is incorporated by reference.
Under the terms of the Agreement, Buyer will purchase from Seller all of the outstanding
membership interests in TVC for an aggregate purchase price of $246.5 million, subject to certain
adjustments based upon TVC’s transaction expenses and outstanding debt, working capital and cash on
hand at closing (the “Transaction”). Of the purchase price, $20.0 million will be retained in
escrow, with $10.0 million subject to release from escrow after 12 months and the remainder subject
to release after 21 months.
Consummation of the Transaction is subject to customary conditions, including, among others,
(i) the expiration or termination of the applicable Hart-Scott-Rodino Act waiting period; (ii) the
absence of any material adverse effect on TVC; and (iii) subject to certain exceptions, the
accuracy of representations and warranties and compliance with covenants set forth in the
Agreement. The parties to the Agreement have made customary representations, warranties and
covenants in the Agreement, including, among others, a covenant to use their reasonable best
efforts to take all actions necessary to obtain all governmental approvals. In addition, TVC has
covenanted not to engage in certain kinds of transactions or take certain actions during the
interim period between the execution of the Agreement and the closing and not to solicit proposals
relating to alternative business combination transactions.
Amendment to Credit Agreement
On November 16, 2010, the Company, together along with certain of the Company’s subsidiaries
and WESCO International, Inc., entered into a Limited Consent and Amendment No. 5 to Third Amended
and Restated Revolving Credit Agreement (the “Amendment”), dated November 1, 2006, as amended (as
amended, the “Agreement”). The Amendment provides for the consent of the lenders under the
Agreement to the acquisition of TVC by the Company, subject to the conditions set forth therein.
All other material terms and conditions of the Agreement remain unchanged.
The following description of the Amendment does not purport to be a complete description and
is qualified in its entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 10.1 and is incorporated by reference.