THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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(Exact name of each Registrant as specified in its respective charter)
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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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Delaware
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001-35159
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27-2228185
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Delaware
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333-168915-05
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26-0249310
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Number
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Description
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10.1
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Amendment No. 2 to Amended and Restated Securityholder Agreement, effective as of May 4, 2012, among Thermon Group Holdings, Inc., CHS Private Equity V LP, CHS Associates V, Thompson Street Capital Partners II, L.P., Crown Investment Series LLC—Series 4.
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Date: May 4, 2012
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THERMON GROUP HOLDINGS, INC.
THERMON HOLDING CORP.
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By:
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/s/ Jay Peterson
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Chief Financial Officer
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Number
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Description
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10.1
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Amendment No. 2 to Amended and Restated Securityholder Agreement, effective as of May 4, 2012, among Thermon Group Holdings, Inc., CHS Private Equity V LP, CHS Associates V, Thompson Street Capital Partners II, L.P., Crown Investment Series LLC—Series 4.
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1.
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Effective Date. Notwithstanding anything contained in this Amendment to the contrary, this Amendment shall automatically and without any further action by the parties hereto become effective as of the close of business on May 4, 2012.
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2.
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Board of Directors.
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(a)
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Section 5.1 of the Securityholder Agreement is hereby amended and restated in its entirety to read as follows:
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3.
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Effect on the Securityholder Agreement. On and after the date hereof, each reference in the Securityholder Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Securityholder Agreement as amended hereby. Except as expressly modified and amended by this Amendment, all terms, covenants and conditions of the Securityholder Agreement shall remain in full force and effect in accordance with their terms, and the Securityholder Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.”
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4.
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Governing Law. This Amendment shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Delaware applicable to contracts made in that State.
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5.
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Severability. The invalidity of any provision of this Amendment or portion of a provision shall not affect the validity of any other provision of this Amendment or the remaining portion of the applicable provision.
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6.
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Counterparts. This Amendment may be executed in any number of counterparts, and by facsimile, photo or other electronic means, each of which shall be effective only upon delivery and thereafter shall be deemed to be an original, and all of which shall be taken to be one and the same instrument with the same effect as if each of the parties hereto had signed the same document.
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THERMON GROUP HOLDINGS, INC.
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By:
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/s/ Jay Peterson
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Name:
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Jay Peterson
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Title:
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Chief Financial Officer
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CHS PRIVATE EQUITY V LP
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By:
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CHS Management V LP, its general partner
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By:
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CHS Capital LLC, its general partner
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By:
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/s/ Marcus J. George
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Name:
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Marcus J. George
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Title:
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Partner
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CHS ASSOCIATES V
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By:
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CHS Capital LLC, its managing general partner
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By:
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/s/ Marcus J. George
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Name:
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Marcus J. George
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Title:
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Partner
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THOMPSON STREET CAPITAL PARTNERS II, L.P.
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By:
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Thompson Street Capital II GP, L.P.,
its general partner
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By:
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Thompson Street Capital LLC,
its general partner
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By:
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/s/ James A. Cooper
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Name:
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James A. Cooper
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Title:
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Manager
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CROWN INVESTMENT SERIES LLC – SERIES 4
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By:
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Longview Asset Management LLC,
its manager
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By:
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/s/ Ben M. Graham
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Name:
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Ben M. Graham
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Title:
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Investment Manager
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