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):
October 3, 2006 (October 3, 2006)
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-14989
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25-1723342 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania
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15219 |
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(Zip code) |
Registrant’s telephone number, including area code: (412) 454-2200
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.):
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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
On October 3, 2006, WESCO International, Inc. announced the signing by WESCO Distribution, Inc.
(“WESCO”) and Communications Supply Holdings, Inc. (“CSC”) of an Agreement and Plan of Merger (the
“Agreement”) pursuant to which WESCO Voltage, Inc., an indirect wholly-owned subsidiary of WESCO,
will merge with and into CSC (as so merged, the “Surviving Corporation”). Pursuant to the
Agreement, WESCO will become the sole shareholder of the Surviving Corporation and the
securityholders (including optionholders) of CSC will receive cash consideration in exchange for
their interests in CSC.
The purchase price is approximately $525 million, subject to adjustment based on working capital at
closing and certain other costs. The purchase price will include a $15 million escrow at closing,
with step downs through January 31, 2008, to address potential indemnification claims of WESCO.
The purchase price, based on a pro forma trailing 12 months earnings before interest, taxes,
depreciation and amortization (EBITDA) multiple at close, including acquisitions made in 2006 by
Communications Supply Corporation, is anticipated to be in the range of 9.5 — 9.7 times. Based on
anticipated sales, operational and SG&A synergies, the 2007 purchase price EBITDA multiple is
expected to be below 8.0 times.
The parties have made customary representations, warranties and covenants in the Agreement,
including, among others, CSC’s covenants (i) to conduct its business in the ordinary course and in
substantially the same manner as previously conducted, and (ii) not to solicit, encourage, initiate
or participate in, or provide any information in connection with, any other merger, sale of shares,
or sale of all or substantially all of CSC’s assets.
The Agreement is conditioned, among other things, on the termination or expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 99.1 |
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Press Release dated October 3, 2006 (filed herewith). |