Filing Details

 

CUSIP No. 57722W106

13D

Page 13 of 16

EXPLANATORY NOTE

 

This Amendment No. 4 ("Amendment No. 4") amends the Schedule 13D first filed on February 9, 2016, as amended on March 28, 2016, as amended on April 8, 2016 and as amended on June 3, 2016 (as amended, the "Schedule 13D"), and is being filed jointly by the following (each, a "Reporting Person" and collectively, the "Reporting Persons"): Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Berkshire Partners LLC ("BP"), Stockbridge Partners LLC ("SP"), Berkshire Fund VIII, L.P. ("BF VIII"), Berkshire Fund VIII-A, L.P. ("BF VIII-A"), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF"), Stockbridge Master Fund (OS), L.P. ("SOS"), Berkshire Investors IV LLC ("BI IV") and Berkshire Investors III LLC ("BI III"). Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D.

 

Certain of the Reporting Persons filed a statement on Schedule 13G on September 27, 2013, as amended on February 14, 2014 and February 17, 2015, with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock.

 

Items 4, 5(a) and 6 of the Schedule 13D are amended and supplemented as follows:

 

Item 4. Purpose of Transaction.

 

Item 4 is amended to add the following paragraphs immediately before the last paragraph thereof:

As reported in the Issuer's Form 8-K filed on August 8, 2016, on August 6, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Steinhoff International Holdings N.V., a company incorporated under the laws of the Netherlands ("Parent"), Stripes US Holding, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent ("HoldCo"), and Stripes Acquisition Corp., a Delaware corporation and direct, wholly-owned subsidiary of HoldCo ("Purchaser").  Pursuant to the terms of the Merger Agreement, Purchaser will commence a tender offer (the "Offer") to purchase any and all of the issued and outstanding shares of Common Stock at a purchase price of $64.00 per share (the "Offer Price") in cash, without interest.  If certain conditions are satisfied and the Offer closes, Purchaser will be merged with and into the Issuer (the "Merger") pursuant to Section 251(h) of the General Corporation Law of the State of Delaware, with the Issuer surviving the Merger.

In connection with the Merger, each Berkshire Support Stockholder (as defined in Item 6) entered into a Support Agreement (as defined in Item 6).  The disclosure contained under the heading "Support Agreements" in Item 6 is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

 

Paragraph 13 of Item 5(a) is amended and restated in its entirety to read as follows:

 

Pursuant to the Issuer's quarterly report on Form 10-Q for the quarter ended May 3, 2016 and filed with the SEC on June 13, 2016, there were 37,214,651 shares of Common Stock issued and outstanding as of June 10, 2016.  Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 14.1% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:

 

 

CUSIP No. 57722W106

13D

Page 14 of 16

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On August 6, 2016, in connection with the Merger Agreement, each of BF VIII, BF VIII-A, BI III, BI IV, SARF, SF, SOS and SP (each a "Berkshire Support Stockholder" and collectively, the "Berkshire Support Stockholders"), solely in their respective capacities as stockholders of the Issuer, entered into a Support Agreement (collectively, the "Support Agreements") with Parent, HoldCo and Purchaser.  Each Support Agreement provides that the applicable Berkshire Support Stockholder will vote all of the shares of Common Stock held by it in connection with any meeting of stockholders of the Issuer, or any action by written consent, against any action or agreement which would impede or interfere with the Offer or the Merger.  Pursuant to the Support Agreements, in the event that (i) Parent increases the Offer Price above $64.00 per share or (ii) the Issuer is obligated to pay a "company termination fee" (as defined in the Merger Agreement) and an "acquisition proposal" (as defined in the Merger Agreement) from a third party at a price higher than the Offer Price, occurs within one year of commencement of the Offer, Parent is entitled to receive from each Berkshire Support Stockholder 90% of all profits above the Offer Price received by it in respect of the shares subject to its Support Agreement. The Support Agreements, other than the profit sharing provisions described in clause (ii) above, terminate upon certain events, including completion of the Merger or certain adverse modifications or termination of the Merger Agreement pursuant to its terms.

The foregoing description of the Support Agreements is not complete and is qualified by reference to the form of Support Agreement filed as Exhibit 2 to this Schedule 13D, which is incorporated herein by reference.  To the extent the Support Agreements specifically reference the Merger Agreement, the foregoing description of the Support Agreements is also qualified by reference to the specific references to the Merger Agreement filed as Exhibit 3 to this Schedule 13D, which specific references are incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 8, 2016