SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
VIASYSTEMS
GROUP, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
92553H803
(CUSIP Number)
Thomas T. Edman
President and Chief Executive Officer
TTM Technologies, Inc.
1665 Scenic Avenue, Suite 250, Costa Mesa, CA 92626
(714) 327-3000
(Name,
Address, and Telephone Number of Person Authorized to Receive Notices and Communications)
With a copy to:
Brian H. Blaney, Esq.
Greenberg Traurig, LLP
2375 E. Camelback Rd., Suite 700
Phoenix, AZ 85016
May 31, 2015
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 92553H803 |
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13D |
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Page 1 of 8 Pages |
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1 |
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NAME OF
REPORTING PERSONS TTM Technologies, Inc. |
2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ¨ (b) x |
3 |
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SEC USE ONLY
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4 |
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SOURCE OF FUNDS (See Instructions)
OO |
5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
100 (See Item 4) |
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8 |
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SHARED VOTING POWER
None |
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9 |
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SOLE DISPOSITIVE POWER
100 (See Item 4) |
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10 |
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SHARED DISPOSITIVE POWER
None |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) |
12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 100% |
14 |
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TYPE OF REPORTING PERSON (See
Instructions) CO |
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CUSIP No. 92553H803 |
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13D |
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Page 2 of 8 Pages |
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the
Act), this Amendment No. 1 (the Amendment) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the SEC) on September 26, 2014 (the Original Schedule 13D
and, as amended and supplemented by this Amendment, the Schedule 13D). On May 31, 2015, the transactions contemplated by that certain Agreement and Plan of Merger, dated September 21, 2014 (the Merger Agreement), by
and among Viasystems Group, Inc., a Delaware corporation (the Company), TTM Technologies, Inc., a Delaware corporation (the Parent or the Reporting Person), and Vector Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Parent (Merger Sub), were effected. Pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the Merger) and, as a result, the Company became a wholly owned subsidiary of
Parent at the effective time of the Merger (the Effective Time). Pursuant to the terms of that certain Voting Agreement (the HM Voting Agreement) with Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors,
L.P., HMTF Equity Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999), L.P., Hicks, Muse PG-IV (1999), C.V., HM 4-P (1999) Coinvestors, L.P., and HM 4-EQ Coinvestors, L.P. (collectively, the HM Stockholders) and that certain
Voting Agreement (the BD Voting Agreement and, together with the HM Voting Agreement, the Voting Agreements) with GSC Recovery II, L.P. and GSC Recovery IIA, L.P. (collectively, the BD Stockholders and, together
with the HM Stockholders, the Stockholders), the Voting Agreements and the irrevocable proxy granted to Parent were terminated as of the Effective Time. Accordingly, this Amendment is the final amendment to the Original Schedule 13D by
Parent. Where disclosure made in one Item in the Original Schedule 13D prior to this Amendment was incorporated by reference into another Item, amendments made herein to any such first Item are incorporated into each such second Item of the Schedule
13D. Capitalized terms used but not defined herein shall have the meaning set forth in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original
Schedule 13D.
Item 1. |
Security and Issuer |
Item 1 is hereby amended and restated in its entirety and
replaced with the following text:
This Schedule 13D relates to the shares of common stock (the Common Stock) of Viasystems
Group, Inc., a Delaware corporation (the Company). The principal executive offices of the Company are located at 101 South Hanley Road, St. Louis, MO 63105.
Item 2. |
Identity and Background |
Item 2 is amended solely by updating Schedule A.
Item 3. |
Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and
restated in its entirety and replaced with the following text:
As more fully described in Item 4 hereof, in connection with the
execution of the Merger Agreement, the Stockholders entered into the Voting Agreements with Parent pursuant to which each Stockholder agreed, among other things, to vote (and granted Parent an irrevocable proxy to vote) all of their shares of Common
Stock of the Company in favor of the approval and adoption of the Merger, the Merger Agreement and any other actions related thereto or in furtherance of the consummation of the Merger and the related transactions.
Other than the consideration to be paid by Parent pursuant to the Merger Agreement at or following the completion of the Merger in accordance
with the terms and conditions of the Merger Agreement, Parent has paid no funds or other consideration in connection with the execution and delivery of the Voting Agreements. The Stockholders will receive the same consideration per share of Common
Stock as other stockholders receive pursuant to the terms of the Merger Agreement. The Voting Agreements and the Merger Agreement are described below in Item 4, which is incorporated herein by reference in response to this Item 3.
The consideration to be paid by Parent to the Companys stockholders pursuant to the terms of the Merger Agreement is (a) 0.706 of a
share of common stock, par value $0.001, of Parent, and (b) $11.33 in cash, per share of Common Stock surrendered by the Companys stockholders. Parent also refinanced certain debt of the Company and paid fees and expenses related to the
Merger. The cash amounts in respect of these items were funded from borrowings under the Facility (as defined in Item 4).
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CUSIP No. 92553H803 |
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13D |
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Page 3 of 8 Pages |
Item 4. |
Purpose of the Transaction |
The description of the Facility in the Original Schedule
13D, namely the third paragraph of Item 4, is hereby amended as follows:
In connection with the execution of the Merger Agreement,
Parent entered into certain debt commitment letters (the Commitment Letters) with JPMorgan Chase Bank, N.A. (JPMCB), J.P. Morgan Securities LLC, Barclays Bank PLC (Barclays), The Royal Bank of Scotland plc
(RBS), and HSBC Bank USA, N.A. to provide (i) a senior secured asset-based revolving facility (the ABL Facility) in an aggregate amount of up to $150 million, and (ii) a senior secured term loan facility (the
Term Loan Facility and, together with the ABL Facility, the Facility) in an aggregate amount of up to $1,115 million, each on the terms and subject to the conditions set forth in the Commitment Letters.
On May 31, 2015, Parent entered into (a) the Term Loan Credit Agreement, by and among the Parent, as Borrower, the several Lenders
from time to time parties thereto, JPMCB, as Administrative Agent, Barclays, as Syndication Agent, and RBS and HCBS Securities (USA) Inc. (HSBC Securities), as Documentation Agents (the Term Loan Credit Agreement), and
(b) the ABL Credit Agreement, by and among the Parent, as Borrower, the several Lenders from time to time parties thereto, JPMCB, as Administrative Agent, Barclays, as Syndication Agent, and RBS and HCBS Securities, as Documentation Agents (the
ABL Credit Agreement and together with the Term Loan Agreement, the Credit Agreements). Each of the Parents direct and indirect, existing and future, domestic subsidiaries (other than specified immaterial domestic
subsidiaries), including the Company after the closing of the Merger, are guarantors under the Credit Agreements. Subject to earlier termination, the Term Loan Credit Agreement terminates on May 31, 2021, and the ABL Credit Agreement terminates
on May 31, 2020. In connection with the closing of the Merger, Parent borrowed an aggregate amount of $950 million under the Term Loan Facility and $80 million under the ABL Facility in order to provide funding for, among other things, the cash
consideration to be paid to the Companys stockholders, the refinancing of existing Company indebtedness, the refinancing of existing indebtedness of certain of the foreign subsidiaries of Parent, and to pay fees and expenses related to the
Merger.
The foregoing descriptions of the Commitment Letters and the Credit Agreements and the transactions contemplated thereby do not
purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are incorporated herein by reference.
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
Merger Effectiveness/Termination of Voting Agreements
On December 16, 2014, the stockholders of the Company approved and adopted the Merger Agreement and the transactions contemplated by the
Merger Agreement. On May 31, 2015, the parties to the Merger Agreement consummated the Merger and the other transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement and subject to the conditions thereof,
at the Effective Time, each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (the Old Common Stock) (other than shares (i) held in treasury of the Company, (ii) owned, directly
or indirectly, by a wholly owned subsidiary of the Company, Parent or Merger Sub, or (iii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) was automatically converted into the right
to receive a combination of (a) $11.33 in cash, without interest, and (b) 0.706 of a share of validly issued, fully paid and nonassessable common stock, par value $0.001 per share, of Parent (the Merger Consideration). At the
Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into and became one share of common stock of the Company as the Surviving Corporation (the New Common
Stock and together with the Old Common Stock, the Common Stock). As a result of the Merger, Parent owns all of the issued and outstanding shares of New Common Stock, and the Company is a wholly owned subsidiary of Parent.
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CUSIP No. 92553H803 |
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13D |
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Page 4 of 8 Pages |
Pursuant to the terms of the Voting Agreements, the Voting Agreements terminated at the
Effective Time and, pursuant to the terms of the Merger Agreement, all shares of Old Common Stock owned by the Stockholders were converted into the right to receive the Merger Consideration.
The Old Common Stock will cease to be listed on the NASDAQ Global Market (NASDAQ) ten days after the Effective Time of the Merger
pursuant to a Form 25 filed with the SEC by NASDAQ on June 1, 2015.
As a result of the Merger, the Old Common Stock is now eligible
for termination of registration pursuant to Section 12(b) and 12(g) of the Act by filing a Form 15 with the SEC. After termination of registration, the Company will no longer be required to file periodic reports with the SEC. The Reporting
Person will cause the Old Common Stock to be deregistered.
Pursuant to Section 2.06 of the Merger Agreement, at the Effective Time,
the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Company as the Surviving Corporation. As a result, Thomas T. Edman and Todd B. Schull became the directors, and Thomas T. Edman
became the President; Todd B. Schull became the Vice President, Secretary and Treasurer; and Antonio J. Sanchez became the Vice President, Assistant Secretary and Assistant Treasurer of the Company as the Surviving Corporation. Immediately after the
Effective Time, all directors and officers of the Company were removed and replaced by written consent of the sole shareholder and the board of directors of the Company. Todd B. Schull and Daniel J. Weber were elected as the directors, and Thomas T.
Edman was elected as the President; Todd B. Schull was elected as the Vice President and Treasurer; Daniel J. Weber was elected as the Vice President, Secretary and General Counsel; Christopher R. Isaak was elected as the Vice President, Assistant
Secretary and Assistant Treasurer; and Antonio J. Sanchez was elected as the Vice President, Assistant Secretary and Assistant Treasurer of the Company as the Surviving Corporation.
Pursuant to Section 2.05(a) and Section 2.05(b) of the Merger Agreement, at the Effective Time, the certificate of incorporation and
the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, became the certificate of incorporation and the by-laws of the Company as the Surviving Corporation until amended in accordance with the General Corporation Law of the
State of Delaware.
Item 5. |
Interest in Securities of the Issuer |
Item 5 is hereby amended and restated in its
entirety and replaced with the following text:
(a) (b) The responses of Parent to row (7) through (13) of the cover
page to this Schedule 13D and Item 4 are incorporated by reference in this Item 5 as if fully set forth herein.
(c) Except as
set forth in this Schedule 13D, neither Parent nor, to Parents knowledge, any person named on Schedule A, has effected any transaction in the Common Stock during the past 60 days.
(d) Not applicable.
(e) Not
applicable.
As stated above, the above descriptions of the Merger Agreement and Voting Agreements are not intended to be complete and are
qualified in their entirety by reference to the Merger Agreement and the Voting Agreements, copies of which are filed as Exhibits hereto and are incorporated herein by reference.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 is hereby amended and supplemented by adding the following at the end thereof:
As a result of the completion of the Merger, the Voting Agreements terminated in accordance with their terms on May 31, 2015.
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CUSIP No. 92553H803 |
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13D |
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Page 5 of 8 Pages |
Item 7. |
Material to be Filed as Exhibits |
Item 7 is hereby supplemented by adding the
following:
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Exhibit 4 |
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Commitment Letter, by and among Parent, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC and Barclays Bank PLC, dated September 21, 2014 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by
TTM Technologies, Inc. on September 22, 2014). |
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Exhibit 5 |
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Amended and Restated Commitment Letter, by and among the Registrant, JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, Barclays Bank PLC, and The Royal Bank of Scotland plc, dated October 23, 2014 (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by TTM Technologies, Inc. on October 27, 2014). |
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Exhibit 6 |
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Term Loan Credit Agreement, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, and
The Royal Bank of Scotland plc and HCBS Securities (USA) Inc., as Documentation Agents, dated as of May 31, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by TTM Technologies, Inc. on June 2, 2015). |
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Exhibit 7 |
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ABL Credit Agreement, by and among TTM Technologies, Inc., as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Barclays Bank PLC, as Syndication Agent, and The
Royal Bank of Scotland plc and HCBS Securities (USA) Inc., as Documentation Agents, dated as of May 31, 2015 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by TTM Technologies, Inc. on June 2,
2015). |
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CUSIP No. 92553H803 |
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13D |
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Page 6 of 8 Pages |
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete, and correct.
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Dated: June 2, 2015 |
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TTM TECHNOLOGIES, INC. |
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/s/ Todd B. Schull |
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Name: |
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Todd B. Schull |
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Title: |
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Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
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CUSIP No. 92553H803 |
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13D |
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Page 7 of 8 Pages |
This Amendment amends and restates Schedule A to the Original Schedule 13D as set forth
below:
SCHEDULE A
EXECUTIVE
OFFICERS AND DIRECTORS
OF
TTM
TECHNOLOGIES, INC.
The following table sets forth the name, present principal occupation or employment and the principal business and
address of any corporation or other organization in which such employment is conducted, and citizenship of each executive officer and director of TTM Technologies, Inc. (Parent). Unless otherwise indicated, the business address of each
such person is c/o TTM Technologies, Inc., 1665 Scenic Avenue, Suite 250, Costa Mesa, CA 92626.
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Name |
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Present Principal Occupation or Employment |
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Citizenship |
Board of Directors |
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Robert E. Klatell |
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Chairman of the Board and Director |
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USA |
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Kenton K. Alder |
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Director Chairman of the board of directors of
Wasatch Photonics, Inc., a designer and manufacturer of enhanced holographic optics for optical networking, defense, test and measurement and medical applications, with its principal business address located at 1305 North 1000 West, Suite 120,
Logan, UT 84321 Director of Inovar, Inc., an electronic manufacturing service provider, with its principal business address located at 1073 West 1700
North, Logan UT 84321 |
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USA |
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James K. Bass |
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Director Director and member of the audit
committee and chairman of the compensation committee of Tigrent, Inc., an investment training company, with its principal business address located at 1612 E. Cape Coral Parkway, Cape Coral, FL 33904
Director and member of the audit committee of Mercury Computer Systems, Inc., a provider of open sensor and big data processing systems, software and services,
with its principal business address located at 201 Riverneck Road, Chelmsford, MA 01824 |
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USA |
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Thomas T. Edman |
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Chief Executive Officer, President and Director
Director of Ultra Clean Holdings, Inc., a developer and supplier of critical subsystems for original equipment manufacturers primarily in the semiconductor
capital equipment industry, with its principal business address located at 26462 Corporate Avenue, Hayward, CA 94545 |
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USA |
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Philip G. Franklin |
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Director Executive Vice President and Chief
Financial Officer of Littelfuse, Inc., a designer, manufacturer and seller of circuit protection devices, with its principal business address located at 8755 West Higgins Road, Suite 500, Chicago, IL 60631 |
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USA |
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Ronald W. Iverson |
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Director |
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USA |
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John G. Mayer |
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Director |
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USA |
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Tang Chung Yen, Tom |
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Managing Director Asia Pacific Region and Director |
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Hong Kong Special Administrative Region |
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CUSIP No. 92553H803 |
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13D |
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Page 8 of 8 Pages |
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Dov S. Zakheim |
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Director Senior Fellow at CNA Corporation:
Analysis & Solutions, a non-profit research and analysis organization, with its principal business address located at 3003 Washington Blvd., Arlington, VA 22201
Senior Advisor at the Center for Strategic and International Studies, a public policy research institution, with its principal business address located at 1616
Rhode Island Avenue, NW, Washington, DC 20036 |
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USA |
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Executive Officers |
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Thomas T. Edman |
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President, Chief Executive Officer and Director |
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USA |
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Chung Tai Keung, Canice |
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Executive Vice President and President, Asia Pacific Business Unit |
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UK |
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Todd B. Schull |
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Executive Vice President, Chief Financial Officer, Treasurer and Secretary |
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USA |
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Douglas L. Soder |
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Executive Vice President and President, North America Business Unit |
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USA |
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