PREM14A 1 nt10001013x1_prem14a.htm PREM14A

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under § 240.14a-12
GLOBAL BRASS AND COPPER HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o
No fee required.
 
 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
Global Brass and Copper Holdings, Inc. common stock, par value $0.01
 
(2)
Aggregate number of securities to which transaction applies:
 
 
The maximum number of shares of common stock to which this transaction applies is estimated to be 22,902,276, which consists of (a) 21,952,777 shares of common stock outstanding (which include 201,686 restricted shares or restricted share unit awards subject to time-based vesting requirements); (b) 521,116 restricted share unit awards subject to performance-based vesting requirements (assuming maximum performance levels were achieved for such awards that remain subject to performance-based vesting); and (c) 428,383 shares of common stock issuable pursuant to outstanding options with exercise prices below the per share merger consideration of $44.00, in each case as of April 5, 2019.
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
In accordance with Exchange Act Rule 0-11(c), the filing fee of $121,080 was determined by multiplying .0001212 by the aggregate merger consideration of $999,006,190. The aggregate merger consideration was calculated based on the sum of (a) the product of 21,952,777 shares of common stock outstanding (which include 201,686 restricted shares or restricted share unit awards subject to time-based vesting requirements) and the per share merger consideration of $44.00; (b) the product of $521,116 restricted share unit awards subject to performance-based vesting requirements (assuming maximum performance levels were achieved for such awards that remain subject to performance-based vesting) and the per share merger consideration of $44.00; (c) the product of (i) 428,383 shares of common stock issuable upon exercise of outstanding options to purchase shares of common stock with exercise prices below the per share merger consideration of $44.00 and (ii) the difference between $44.00 and the weighted average exercise price of such options of $20.74; and (d) $190,709.07 of unpaid dividends and dividend equivalents accrued in respect of the shares of common stock issuable upon exercise of outstanding options, restricted shares or restricted share unit awards subject to time-based vesting requirements and restricted share unit awards subject to performance-based vesting requirements.
 
(4)
Proposed maximum aggregate value of transaction:
 
 
$999,006,190
 
(5)
Total fee paid:
 
 
$121,080
 
 
 
o
Fee paid previously with preliminary materials.
 
 
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
 
 
(1)
Amount Previously Paid:
 
 
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

   

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION


MERGER PROPOSAL – YOUR VOTE IS VERY IMPORTANT

[•], 2019

Dear Stockholders:

You are cordially invited to attend a special meeting of the stockholders of Global Brass and Copper Holdings, Inc. (which we refer to in this proxy statement as the “Company” or “GBC”), which we will hold at The Woodfield Corporate Center at 425 N. Martingale Road, Suite 90, Schaumburg, Illinois 60173, on [•], 2019, at [•] [a/p].m. local time.

At the special meeting, our stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger that we entered into on April 9, 2019, as it may be amended from time to time, which we refer to as the “merger agreement,” providing for the acquisition of the Company by Wieland-Werke Aktiengesellschaft in a transaction that we refer to as the “merger.” If the merger agreement is adopted and the merger is completed, each share of our common stock (other than certain shares specified in the merger agreement) will be converted into the right to receive $44.00 per share in cash, without interest and subject to any required tax withholding, representing a 36% premium to the Company’s twelve month average closing price and a 27% premium to the Company’s closing price as of Tuesday, April 9, 2019, the last trading day prior to the announcement of the merger agreement.

The Company board of directors unanimously recommends that our stockholders vote “FOR” the proposal to adopt the merger agreement and “FOR” the other matters to be considered at the special meeting.

The enclosed proxy statement describes the merger agreement, the merger and related matters, and attaches a copy of the merger agreement. We urge stockholders to read the entire proxy statement carefully, as it sets forth the details of the merger agreement and other important information related to the merger.

Your vote is very important. The merger cannot be completed unless a majority of the outstanding shares of our common stock entitled to vote at the special meeting vote in favor of the proposal to adopt the merger agreement. If you fail to vote in person or by proxy, or fail to instruct your broker on how to vote, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

More information about the special meeting, the merger and the other proposals for consideration at the special meeting is contained in the accompanying proxy statement.

If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Okapi Partners LLC, at [•], toll-free at [•] or direct at [(•) •-•], or by email at [•]@okapipartners.com.

On behalf of the entire Company board of directors, we want to thank you for your continued support.

 
Sincerely,
   
 
 
John J. Wasz
President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated by the merger agreement or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated [], 2019 and is first being mailed to stockholders on or about [•], 2019.

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

GLOBAL BRASS AND COPPER HOLDINGS, INC.
   
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Date:
[•], 2019
Time:
[•] [a/p].m. local time
Place:
The Woodfield Corporate Center at 425 N. Martingale Road, Suite 90, Schaumburg, IL 60173
Record Date:
[•], 2019

Meeting Agenda:

To consider and vote upon the following proposals:

1.to adopt the Agreement and Plan of Merger, dated as of April 9, 2019 (as it may be amended from time to time, referred to in this proxy statement as the “merger agreement”), by and among Global Brass and Copper Holdings, Inc., a Delaware corporation (referred to in this proxy statement as the “Company,” “GBC,” “we,” “our” or “us”), Wieland Holdings, Inc., an Illinois corporation (referred to in this proxy statement as “Parent”), Elephant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (referred to in this proxy statement as “Merger Sub”) and Wieland-Werke Aktiengesellschaft, a German stock corporation (referred to in this proxy statement as “Parent Holdco” or “Wieland”), pursuant to which Merger Sub will be merged with and into the Company (referred to in this proxy statement as the “merger”);
2.to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger; and
3.to approve the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

And any other matters properly presented at the special meeting or any adjournment thereof.

The foregoing items of business are more fully described in the enclosed proxy statement, which forms a part of this notice and is incorporated herein by reference. We urge you to read this information carefully and in its entirety.

Please vote your shares.
If you are a stockholder of record, you may vote in the following ways:
 
 
 
 
 
We encourage stockholders to vote promptly. If you fail to vote, the effect will be the same as a vote “AGAINST” the proposal to adopt the merger agreement.
By Telephone
   
In the U.S. or Canada you can vote by calling
[•].
By Internet
   
You can vote online at [•]. You will need the control number on the proxy card.
By Mail
   
You can vote by mail by marking, dating and signing your proxy card and returning it in the postage-paid envelope.
In Person
   
You can vote in person at the special meeting. Please refer to the section of this proxy statement entitled “The Special Meeting — Date, Time and Place of the Special Meeting” for further information regarding attending the special meeting.

TABLE OF CONTENTS

If your shares of common stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

The Global Brass and Copper Holdings, Inc. board of directors (referred to in this proxy statement as the “Company board of directors,” the “Company board,” the “board” or “our board”) has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders and (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Company board of directors unanimously has directed that the adoption of the merger agreement be submitted for consideration by the Company’s stockholders at the special meeting and recommends that the stockholders of the Company vote (1) “FOR” the proposal to adopt the merger agreement, (2) “FOR” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and (3) “FOR” the proposal to approve the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” each of the foregoing proposals in accordance with the recommendation of the Company board of directors.

Your vote is important, regardless of the number of shares of common stock you own. The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the special meeting and is a condition to the completion of the merger. The approval of the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and the approval of the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum, each requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but approval of these two proposals is not a condition to the completion of the merger. If you fail to vote in person or by proxy, or fail to instruct your broker, bank or other nominee on how to vote, the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Under Delaware law, stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of the Company common stock as determined by the Delaware Court of Chancery if the merger is completed, but only if they deliver a written demand for appraisal before the vote on the proposal to adopt the merger agreement and comply with the other Delaware law procedures explained in the accompanying proxy statement. See the section of this proxy statement entitled “Appraisal Rights.”

You may revoke your proxy at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

Only holders of record of the Company common stock as of the close of business on [•], 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting.

Before voting your shares, we urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement.

If you have any questions or need assistance in submitting a proxy or voting instructions, please contact Okapi Partners LLC, at [•], toll-free at [•] or direct at [(•)•-•], or by email at [•]@okapipartners.com.

 
By order of the Board of Directors,
   
 
 
Anne-Marie W. D’Angelo
General Counsel and Corporate Secretary
Schaumburg, Illinois
[•], 2019

TABLE OF CONTENTS

SUMMARY

This summary highlights selected information contained in this proxy statement and may not contain all information that is important to you. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information.”

Parties to the Transaction (page 26)

Global Brass and Copper Holdings, Inc.

Global Brass and Copper Holdings, Inc. (NYSE: BRSS), is a Delaware corporation. The Company, through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc. is a leading, value-added converter, fabricator, processor and distributor of specialized non-ferrous products, including a wide range of sheet, strip, foil, rod, tube and fabricated metal component products. The Company is publicly listed on the New York Stock Exchange and is headquartered in Schaumburg, Illinois.

Additional information about the Company is contained in its public filings, certain of which are incorporated by reference herein. See the sections of this proxy statement entitled “Where You Can Find Additional Information” and “Parties to the Transaction — Global Brass and Copper Holdings, Inc.

Wieland Holdings, Inc.

Wieland Holdings, Inc. is an Illinois corporation. Parent was founded in 2007 and is headquartered in Wheeling, Illinois. Parent is a wholly owned subsidiary of Parent Holdco. See the section of this proxy statement entitled “Parties to the Transaction  —  Wieland Holdings, Inc.

Wieland-Werke Aktiengesellschaft

Wieland-Werke Aktiengesellschaft is a German stock corporation and leading supplier of semi-finished copper and copper alloy products. Parent Holdco was founded in 1820 and is headquartered in Ulm, Germany. Parent Holdco has a global network of production sites, service and trading companies, and offers a broad product, technology and service portfolio. See the section of this proxy statement entitled “Parties to the Transaction  —  Wieland-Werke Aktiengesellschaft

Elephant Acquisition Corp.

Elephant Acquisition Corp. is a Delaware corporation and a wholly owned subsidiary of Parent that will function as the merger subsidiary in the merger. Merger Sub was formed solely for the purpose of acquiring the Company and has not carried on any activities on or prior to the date of this proxy statement except for activities incidental to its formation and activities in connection with Parent’s acquisition of the Company. Upon completion of the merger, Merger Sub will merge with and into the Company and will cease to exist. See the section of this proxy statement entitled “Parties to the Transaction  —  Elephant Acquisition Corp.

The Special Meeting (page 27)

Date, Time and Place of the Special Meeting (page 27)

The special meeting of stockholders of the Company (referred to in this proxy statement as the “special meeting”) will be held at The Woodfield Corporate Center at 425 N. Martingale Road, Suite 90, Schaumburg, Illinois 60173, on [•], 2019, at [•] [a/p].m. local time.

Purposes of the Special Meeting (page 27)

At the special meeting, Company stockholders will be asked to consider and vote on the following proposals:

to adopt the Agreement and Plan of Merger, dated as of April 9, 2019, by and among the Company, Parent, Merger Sub and Parent Holdco, as it may be amended from time to time;

1

TABLE OF CONTENTS

to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, the estimated value of which is disclosed in the table in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”; and
to approve the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. See the sections of this proxy statement entitled “The Special Meeting” and “The Merger Agreement.”

We do not expect that any matters other than the proposals set forth above will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournment or postponement thereof, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies.

Record Date, Notice and Quorum (page 27)

The holders of record of the Company common stock as of the close of business on [•], 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. At the close of business on the record date, [•] shares of the Company common stock were outstanding and entitled to vote at the special meeting.

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the capital stock issued and outstanding and entitled to vote at the special meeting will constitute a quorum for purposes of the special meeting. A quorum is necessary to transact business at the special meeting. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date.

Abstentions will be counted as shares present for purposes of determining the presence of a quorum. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Required Vote (page 28)

Each share of common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For the Company to complete the merger, Company stockholders holding a majority of the shares of the Company common stock outstanding at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. An abstention with respect to the proposal to adopt the merger agreement, or a failure to return your proxy card or otherwise vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” this proposal.

Approval of each of (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but is not a condition to the completion of the merger. An abstention with respect to either proposal will have the same effect as a vote “AGAINST” these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on these proposals, assuming a quorum is present.

The Company’s directors and executive officers have informed us that they intend to vote their shares of the Company common stock in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so. As of the record date, our directors

2

TABLE OF CONTENTS

and executive officers owned and were entitled to vote, in the aggregate, approximately [•] shares of the Company common stock, or approximately [•]% of the outstanding shares of the Company common stock entitled to vote at the special meeting.

Voting; Proxies; Revocation (page 28)

Any Company stockholder of record entitled to vote at the special meeting may submit a proxy by telephone or over the Internet, by returning the enclosed proxy card, or by attending the special meeting and voting in person. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker, bank or other nominee. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. on [•], 2019. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of common stock will be voted in the manner directed by you on your proxy card.

Any proxy may be revoked at any time prior to its exercise by submitting a properly executed, later-dated proxy through any of the methods available to you, by giving written notice of revocation to our Secretary at Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, or by attending the special meeting and voting in person. Attendance at the special meeting will not, in itself, constitute revocation of a previously granted proxy.

If you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

The Merger (page 32)

You will be asked to consider and vote upon the proposal to adopt the merger agreement. A copy of the merger agreement is attached to this proxy statement as Annex A. The merger agreement provides, among other things, that at the effective time of the merger (referred to in this proxy statement as the “effective time”), Merger Sub will be merged with and into the Company, with the Company surviving the merger (referred to in this proxy statement as the “surviving corporation”). In the merger, each share of common stock, par value $0.01 per share, of the Company (referred to in this proxy statement as the “common stock” or the “Company common stock”) issued and outstanding immediately before the effective time (other than certain shares specified in the merger agreement) will be converted into the right to receive $44.00 per share in cash (referred to in this proxy statement as the “merger consideration”), without interest and subject to required tax withholding. Upon completion of the merger, the Company will be a wholly owned, indirect subsidiary of Parent Holdco, the common stock will no longer be publicly traded and the Company’s existing stockholders will cease to have any ownership interest in the Company.

Background of the Merger (page 32)

For a description of the background of the merger and the adoption of the merger agreement, see the section of this proxy statement entitled “The Merger — Background of the Merger.”

Reasons for the Merger; Recommendation of the Company Board of Directors (page 37)

For a description of the reasons considered by the Company board in resolving to recommend in favor of the adoption of the merger agreement, see the section of this proxy statement entitled “The Merger — Reasons for the Merger; Recommendation of the Company Board of Directors.”

After careful consideration, the Company board has unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders and (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. The Company board unanimously has directed that the adoption of the merger agreement be submitted for consideration by the Company’s stockholders at the special meeting and recommends that the Company’s stockholders vote “FOR” the proposal to adopt the merger agreement at the special meeting and “FOR” the other proposals to be considered at the special meeting.

3

TABLE OF CONTENTS

Opinion of the Company’s Financial Advisor (page 46)

The Company retained J.P. Morgan Securities LLC (referred to in this proxy statement as “J.P. Morgan”) as its financial advisor in connection with the proposed merger. At the meeting of the Company board on April 9, 2019, J.P. Morgan rendered its opinion to the Company board that, as of such date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in its opinion, the consideration to be paid to the holders of shares of the Company common stock in the proposed merger was fair, from a financial point of view, to such stockholders. The full text of the written opinion of J.P. Morgan, dated as of April 9, 2019, which sets forth the assumptions made, matters considered and limitations and qualifications on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Company board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid to the holders of the Company common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed merger or any other matter.

Financing (page 52)

The obligations of Parent and Merger Sub to consummate the merger under the merger agreement are not conditioned in any manner upon their ability to obtain any financing. Parent Holdco expects to finance the merger through a combination of (i) cash on hand from the combined balance sheets of Parent Holdco and Parent, (ii) borrowings under its loan agreement, dated April 8, 2019 (referred to in this proxy statement as the “Wieland Loan Agreement”), with Landesbank Baden-Württemberg (referred to in this proxy statement as “Landesbank”) and UniCredit Bank AG (referred to in this proxy statement as “Unicredit”), in amounts sufficient to finance in full the amounts payable by Parent pursuant to the merger agreement and the transactions contemplated thereby and (iii) other sources of immediately available funds.

Funds are available for borrowing by Parent Holdco under the Wieland Loan Agreement in amounts in excess of the full amount expected to be required to be paid to the Company’s equity holders in connection with the merger. Such funds will be made available to Parent Holdco for the purpose of financing Parent’s payment obligations under the merger agreement following the satisfaction of certain conditions precedent (other than those conditions precedent which have already been satisfied) customary for facilities of this type, including the following:

delivery to the lenders of a confirmation from Parent Holdco stating that (i) the merger agreement has not been amended in a manner that could have a significant negative impact on the lenders (including any increase in the purchase price for the shares), (ii) the merger agreement has not been terminated, and (iii) the conditions to the closing of the merger as described in the merger agreement have been fulfilled or waived (other than those that will be fulfilled at the closing);
delivery to the lenders of a copy of the resolutions of the board of management and supervisory board of Parent Holdco approving the merger;
compliance by Parent Holdco with certain covenants contained in the Wieland Loan Agreement; and
evidence that all fees due and payable by Parent Holdco to the lenders have been or will be paid on or prior to the first utilization date under the Wieland Loan Agreement.

Treatment of Company Equity Awards (page 52)

Pursuant to the merger agreement, at the effective time:

Each then outstanding option to purchase Company common stock (referred to in this proxy statement as a “Company Stock Option”), whether vested or unvested, will be terminated and cancelled and,

4

TABLE OF CONTENTS

without any action on his or her part, the holder of the Company Stock Option will be entitled to receive, for each share of common stock subject to the cancelled Company Stock Option, a lump sum cash payment equal to the difference between the merger consideration and the exercise price of the Company Stock Option (without interest), subject to any applicable tax withholding, provided that any Company Stock Option with an exercise price that is equal to or greater than the merger consideration will be cancelled for no consideration.

Each then outstanding Company restricted share or restricted share unit award that is subject solely to time-based vesting requirements (referred to in this proxy statement as a “Company RSA Award”) (including any portion of a Company restricted share unit award for which the performance period has ended prior to the effective time but that remains subject to time-based vesting requirements), will be terminated and cancelled and, without any action on his or her part, the holder of the Company RSA Award will be entitled to receive, for each share of common stock subject to the cancelled Company RSA Award, a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company RSA Award that would otherwise become payable at the time of the Company RSA Award’s vesting (without interest), subject to any applicable tax withholding.
Each then outstanding restricted share unit award that is subject to performance-based vesting requirements (referred to in this proxy statement as a “Company PS Award”) will be terminated and cancelled and, without any action on his or her part, the holder of the Company PS Award will be entitled to receive, for each share of common stock subject to the cancelled Company PS Award (assuming that Company PS Awards granted in 2018 were achieved at 200% of target and Company PS Awards granted in 2019 were achieved at 150% of target), a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company PS Award that would otherwise become payable at the time of the Company PS Award’s vesting (without interest), subject to any applicable tax withholding.

Interests of the Company’s Directors and Executive Officers in the Merger (page 52)

In considering the recommendation of the Company board that Company stockholders vote in favor of the adoption of the merger agreement, Company stockholders should be aware that the directors and executive officers of the Company have potential interests in the merger that may be different from, or in addition to, the interests of Company stockholders generally, including the treatment of their equity awards in connection with the transaction, certain potential severance payments, and the right to continued indemnification and insurance coverage. The Company board was aware of these interests and considered them, among other matters, in making its recommendation that Company stockholders vote in favor of the adoption of the merger agreement. See “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Material U.S. Federal Income Tax Consequences of the Merger (page 58)

The receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisor regarding the particular tax consequences to you of the conversion of shares of common stock into the right to receive cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). See the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

Regulatory Approvals (page 59)

HSR Clearance. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (referred to in this proxy statement as the “HSR Act”) and related rules and regulations, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the United States Department of Justice’s (referred to in this proxy statement as the “Antitrust Division”) and the United States Federal Trade Commission (referred to in this proxy statement as the “FTC”) and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. The Company and Parent filed their respective Notification and Report Forms with the Antitrust Division and the FTC on April 22, 2019, and the thirty day waiting period will expire at 11:59 p.m. on May 22, 2019, unless earlier terminated or extended.

5

TABLE OF CONTENTS

Commitments to Obtain Antitrust Approvals. The Company, Parent Holdco, Parent, and Merger Sub are each required to use their reasonable best efforts to promptly take, or to cause to be taken, any and all actions, and to do, or to cause to be done, and to assist and cooperate with the other in doing and, in the case of Parent Holdco, to cause Parent, Merger Sub and their respective subsidiaries to cooperate as necessary or appropriate with the other parties and to do, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by the merger agreement, subject to certain limitations, as soon as practicable. See the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger — Antitrust Matters.”

CFIUS. The Company and Parent Holdco submitted a draft joint voluntary notice to Committee on Foreign Investment in the United States (referred to in this proxy statement as “CFIUS”) on April 19, 2019, and will submit a final joint voluntary notice for review by CFIUS once they have addressed the comments provided on the draft filing. Completion of the merger is subject to approval by CFIUS as further described in the section of this proxy statement entitled “The Merger Agreement – Regulatory Approvals.” See the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger — CFIUS and ITAR Matters.”

DDTC. Section 122.4(b) of the ITAR requires companies that are registered with DDTC, to notify DDTC at least sixty days in advance of any intended sale or transfer to a foreign person of ownership or control of the registrant. Completion of the merger is subject to sixty days having passed after the parties notified DDTC of the merger and the maintenance of the Company’s registration under the ITAR, as further described in the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals.” Global Brass and Copper, Inc., a wholly owned subsidiary of the Company, is registered under the ITAR, and provided DDTC with the notification required by the ITAR on April 19, 2019. In addition, the ITAR requires Global Brass and Copper, Inc. to notify DDTC of the closing of a merger or acquisition within five days after the effective time. Thus Global Brass and Copper, Inc. will provide DDTC with the notification required by the ITAR within five days after the closing of the merger.

Delisting and Deregistration of Company Common Stock (page 60)

If the merger is completed, the Company common stock will be delisted from the New York Stock Exchange (referred to in this proxy statement as the “NYSE”) and deregistered under the U.S. Securities Exchange Act of 1934, as amended (referred to in this proxy statement as the “Exchange Act”).

The Merger Agreement (page 61)

Treatment of Company Equity Awards (page 62)

Pursuant to the merger agreement, at the effective time:

Each then outstanding Company Stock Option, whether vested or unvested, will be terminated and cancelled and, without any action on his or her part, the holder of the Company Stock Option will be entitled to receive, for each share of common stock subject to the cancelled Company Stock Option, a lump sum cash payment equal to the difference between the merger consideration and the exercise price of the Company Stock Option (without interest), subject to any applicable tax withholding, provided that any Company Stock Option with an exercise price that is equal to or greater than the merger consideration will be cancelled for no consideration.
Each then outstanding Company RSA Award (including any portion of a Company restricted share unit award for which the performance period has ended prior to the effective time but that remains subject to time-based vesting requirements) will be terminated and cancelled and, without any action on his or her part, the holder of the Company RSA Award will be entitled to receive, for each share of common stock subject to the cancelled Company RSA Award, a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company RSA Award that would otherwise become payable at the time of the Company RSA Award’s vesting (without interest), subject to any applicable tax withholding.
Each then outstanding Company PS Award will be terminated and cancelled and, without any action on his or her part, the holder of the Company PS Award will be entitled to receive, for each share of common stock subject to the cancelled Company PS Award (assuming that Company PS Awards

6

TABLE OF CONTENTS

granted in 2018 were achieved at 200% of target and Company PS Awards granted in 2019 were achieved at 150% of target), a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company PS Award that would otherwise become payable at the time of the Company PS Award’s vesting (without interest), subject to any applicable tax withholding.

Acquisition Proposals; No Solicitation (page 69)

Pursuant to the merger agreement, until 11:59 p.m. (New York time) on May 9, 2019 (referred to in this proxy statement as the “no-shop period start date”), the Company, its subsidiaries, and its and their respective representatives, were permitted to:

initiate, solicit and encourage any inquiries with respect to the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an “acquisition proposal” as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”;
engage in and otherwise participate in any discussions or negotiations regarding an acquisition proposal or that would reasonably be expected to lead to an acquisition proposal;
cooperate with, assist, participate in or facilitate any such inquiries, proposals, offers, discussions or negotiations or any effort or attempt to make any acquisition proposal, including by granting a waiver, amendment or release under any pre-existing confidentiality, “standstill” or similar provision; and
provide non-public information to any person relating to the Company or any of its subsidiaries with respect to an acquisition proposal pursuant to an acceptable confidentiality agreement;

subject to the requirement that the Company promptly (and in any event within twenty-four hours) make available to Parent Holdco, Parent and Merger Sub any material non-public information concerning the Company or its subsidiaries that is provided to any such person or group of persons which was not previously made available to Parent Holdco, Parent or Merger Sub.

Any person or group of persons from whom the Company received a written acquisition proposal after the execution of the merger agreement and prior to the no-shop period start date (referred to in this proxy statement as a “go-shop acquisition proposal”) is referred to in this proxy statement as a “go-shop party.”

The Company was required to promptly notify Parent Holdco and Parent in writing of the identity of each go-shop party from whom the Company received a go-shop acquisition proposal, which the Company board determined in good faith (after consultation with its financial advisor and outside legal counsel) constituted, or could reasonably be expected to lead to, a superior proposal, and the material terms and conditions of such go-shop acquisition proposal.

The Company did not receive any go-shop acquisition proposals during the period following the execution of the merger agreement and prior to the no-shop period start date. As a result, there are no go-shop parties.

From the no-shop period start date, except as permitted by the merger agreement, the Company must not, and must cause its subsidiaries not to, and must use reasonable best efforts to cause its representatives not to, directly or indirectly:

initiate, solicit or knowingly encourage any inquiries with respect to or the making of any proposal or offer that constitutes or would reasonably be expected to lead to an acquisition proposal;
enter into, continue, engage in or otherwise participate in any discussions or negotiations regarding, or knowingly cooperate in any way with or knowingly facilitate, an acquisition proposal or a proposal or offer that would reasonably be expected to lead to an acquisition proposal (other than, in response to an unsolicited inquiry, to refer the inquiring person to the relevant provision under the merger agreement);
provide any non-public information to any person relating to the Company or any of its subsidiaries with respect to an acquisition proposal or a proposal or offer that would reasonably be expected to result in an acquisition proposal;

7

TABLE OF CONTENTS

enter into any “alternative acquisition agreement,” as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”;
waive, terminate, modify, fail to enforce or release any person (other than Parent Holdco, Parent, Merger Sub or their respective affiliates) under any “standstill” or similar agreement or obligation, or exempt any person (other than Parent Holdco, Parent, Merger Sub and their respective affiliates) from the restrictions of Article 13 of the Company’s certificate of incorporation or similar provisions of any takeover statute; or
propose, resolve or agree to do any of the foregoing.

Except as permitted by the merger agreement, following the no-shop period start date, the Company agreed to, and agreed to cause its subsidiaries and instruct its representatives to, immediately terminate and cease all discussions and negotiations with any person or group or its representatives. Notwithstanding the foregoing, subject to other provisions of the merger agreement, the Company was permitted to continue the actions described in the section of this proxy statement entitled “The Merger Agreement — Actions Prior to ‘No-Shop Period Start Date’” with any go-shop party until the earlier of (x) the time that such go-shop party fails to constitute an excluded party (as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”) and (y) 11:59 p.m. (New York time) on May 24, 2019 (the earlier to occur of clauses (x) and (y) with respect to any go-shop party or excluded party is referred to in this proxy statement as the “cut-off time”). The Company did not receive any go-shop acquisition proposals prior to the no-shop period start date and therefore, may not continue the actions described under the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”.

Additionally, following the no-shop period start date (other than in respect of any party that would have constituted an excluded party), or in respect of any party that would have constituted an excluded party, following the cut-off time, the Company agreed, and agreed to cause its subsidiaries and instruct its representatives to, immediately:

cease providing any further non-public information with respect to the Company and its subsidiaries or any acquisition proposal to any such person or its representatives and request the prompt return or destruction of all non-public information concerning the Company or its subsidiaries theretofore furnished to any such person (or such person’s representatives) with whom a confidentiality agreement was entered into at any time within the twelve month period immediately preceding the date of the merger agreement; and
terminate all access granted to any such person and its representatives to any physical or electronic data.

Notwithstanding certain provisions of the merger agreement, following the date of the merger agreement and prior to the time that the time that the merger agreement is adopted by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon (referred to in this proxy statement as “stockholder approval”), if the Company receives a bona fide written acquisition proposal that did not result from a breach or deemed breach of certain provisions of the merger agreement, the Company and its representatives may:

provide information with respect to the Company and its subsidiaries to such person or group of persons (including their respective representatives and prospective equity and debt financing sources) if the Company receives from such person or group of persons (or has received from such person or group of persons) an acceptable confidentiality agreement entered into in accordance with the terms of the merger agreement, provided the Company makes available to Parent Holdco, Parent and Merger Sub any material non-public information concerning the Company or its subsidiaries that is provided to any such person or group of persons which was not previously made available to Parent Holdco, Parent or Merger Sub prior to or at the same time as it is provided to such person or group, and
engage or participate in any discussions or negotiations with such person or group of persons (including their respective representatives and prospective equity and debt financing sources),

8

TABLE OF CONTENTS

if, prior to taking any action described above, the Company board determines in good faith after consultation with its financial advisor of nationally recognized reputation and outside legal counsel that (x) such acquisition proposal constitutes, or would reasonably be expected to lead to, a superior proposal and (y) that the failure to take the actions specified above with respect to such acquisition proposal would be inconsistent with its fiduciary duties under applicable law.

Change in Board Recommendation (page 72)

The Company board has unanimously recommended that the Company’s stockholders vote “FOR” the proposal to adopt the merger agreement. The merger agreement permits the Company board to effect a “change of recommendation” (as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals — No Solicitation Change in Board Recommendation”) in certain circumstances, as described below.

Except as expressly permitted by the merger agreement, the Company board (or a committee thereof) may not:

undertake the following actions which constitute a “change of recommendation”:
withhold, withdraw, qualify or modify (or publicly propose to withhold, withdraw, qualify, amend or modify) the company recommendation (as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals — No Solicitation Change in Board Recommendation”), in each case in a manner adverse to Parent Holdco, Parent or Merger Sub;
(1) (x) adopt or approve or (y) endorse or recommend, or (2) propose publicly to adopt, endorse, approve or recommend, any acquisition proposal;
following the date on which any acquisition proposal or any material modification thereto is first made public or sent or given to the stockholders of the Company, fail to issue a press release publicly reaffirming the company recommendation within five business days after a request by Parent Holdco or Parent to do so (or, if earlier, by the second business day prior to the termination date, as described in the section of this proxy statement entitled “The Merger Agreement – Termination”);
fail to include the company recommendation in this proxy statement; or
publicly adopt, approve or recommend, or submit to the Company’s stockholders for approval or adoption, or publicly propose to adopt, approve or recommend, any acquisition proposal; or
approve, authorize, cause or permit the Company or its subsidiaries to enter into any alternative acquisition agreement, or publicly propose to take any such action.

However, the Company board may:

effect a change of recommendation prior to obtaining the stockholder approval:
under the first or fourth bullet of the definition of a change of recommendation in response to an intervening event, as described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals — No Solicitation Change in Board Recommendation,”; or
under the first, third or fourth bullet of the definition of a change of recommendation if the Company receives an acquisition proposal that did not result from a breach of certain provisions of the merger agreement that the Company board concludes in good faith, after consultation with its financial advisor of nationally recognized reputation and outside legal counsel, constitutes a superior proposal (or under the first or fourth bullet of the definition of a change of recommendation, solely to the extent effected privately by the Company board in connection with an action by the Company board taken in connection with a change of recommendation effected under the first, third or fourth bullet of the definition of a change of recommendation); and/or
terminate the merger agreement in order to enter into an alternative acquisition agreement providing for a superior proposal.

9

TABLE OF CONTENTS

Notwithstanding the foregoing, prior to undertaking the actions described in either of the two bullets above, the requirements below have to be satisfied:

the Company board has determined in good faith, after consultation with its financial advisor of nationally recognized reputation and outside legal counsel, that failure to make a change of recommendation would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law (referred to in this proxy statement as a “withdrawal determination”);
the Company provides prior written notice to Parent Holdco and Parent (referred to in this proxy statement as a “triggering notice”), at least four business days in advance, that it will effect a change of recommendation and/or terminate the merger agreement, specifying the basis for the change of recommendation and/or termination and, in the case of a superior proposal, the identity of the person or group of persons making such superior proposal, and the material terms thereof (subject to any amendment to the financial terms or any other material term or condition of such superior proposal requiring a new triggering notice and a new two business day period) and provide Parent Holdco and Parent with a copy of the documents required under the merger agreement, to the extent not previously provided, or describe the intervening event in writing in reasonable detail, as the case may be;
after providing the triggering notice and prior to effecting such change of recommendation and/or terminating the merger agreement, the Company causes its representatives to negotiate with Parent Holdco, Parent and Merger Sub in good faith to permit Parent Holdco, Parent and Merger Sub (to the extent Parent Holdco, Parent and Merger Sub desire to negotiate) during such four business day period to make such adjustments to the terms and conditions of the merger agreement as would obviate the need for the Company to effect a change of recommendation and/or terminate the merger agreement;
at the end of such four business day period, and after taking into account any proposals (including any proposal to amend the terms of or the transactions contemplated by the merger agreement) committed to in writing by Parent Holdco, Parent and Merger Sub since receipt of the triggering notice (referred to in this proxy statement as the “parent proposal”), the Company board has again made a withdrawal determination in response to such superior proposal or such intervening event; and
the Company is in compliance in all material respects with certain provisions of the merger agreement that relate to acquisition proposals.

The merger agreement does not prohibit the Company or the Company board (or any committee thereof) from (1) complying with its disclosure obligations under applicable law or the NYSE, including taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or Rule 14e-2(a) or Item 1012(a) of Regulation M-A under the Exchange Act (or any similar communication to stockholders), or (2) making any “stop-look-and-listen” communication to stockholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (or any similar communications to stockholders of the Company), in both cases of (1) and (2), subject to complying with the relevant requirements set forth above in the case of a change of recommendation.

The Company agreed to promptly (but in no event more than twenty-four hours after receipt thereof) notify Parent Holdco and Parent in writing of any acquisition proposal or any inquiry that would reasonably be expected to result in an acquisition proposal, the identity of the person making any such acquisition proposal or inquiry and the material terms of any such acquisition proposal or inquiry. The Company also agreed to:

keep Parent reasonably informed on a reasonably current basis of the status including any change to the material terms of any such acquisition proposal or inquiry; and
provide to Parent Holdco and Parent as soon as practicable after receipt by the Company thereof with un-redacted copies of all offers, proposals, drafts and final versions (and any amendments thereto) of agreements and financing documents, including, in each case, schedules, exhibits and side letters thereto and any other documents or agreements referred to in or to be entered into in connection therewith, and material written correspondence, from any third party in connection with any acquisition proposal.

10

TABLE OF CONTENTS

Conditions to Completion of the Merger (page 82)

Each party’s obligation to complete the merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

the adoption of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company common stock entitled to vote thereon;
(i) any and all applicable waiting periods (and any extensions thereof) under the HSR Act having expired or been terminated, (ii) the CFIUS approval, as described further in the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals,” having been obtained and (iii) sixty days having passed after the parties notified DDTC of the transactions contemplated by the merger agreement and the Company’s registration under the having not been revoked or otherwise failed to be renewed in response to such notice due to concerns arising from the merger or the identity of Parent Holdco, Parent or Merger Sub; and
no court of competent jurisdiction or governmental entity will have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect and that restrains, enjoins or otherwise prohibits the consummation of the merger.

The respective obligations of Parent Holdco, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver by Parent Holdco and Parent at or prior to the effective time of the following additional conditions:

the accuracy of the representations and warranties of the Company as of the date of the merger agreement and the closing date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct as of such specified date) (other than certain fundamental representations and warranties described below) interpreted without giving effect to materiality qualifiers, except where failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a company material adverse effect;
the accuracy of certain fundamental representations and warranties relating to organization and power, capitalization, corporate power and authority, broker’s fees and takeover statutes in all respects, except where the failure of such representations and warranties to be true and correct in all respects is de minimis in nature both at and as of the date of the merger agreement and at and as of the closing date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct in all material respects as of such specified date);
the performance by the Company of, and compliance by the Company with, in all material respects, the agreements and covenants required to be performed or complied by it under the merger agreement at or prior to the effective time;
the absence of a company material adverse effect occurring since the date of the merger agreement; and
the receipt by Parent Holdco and Parent of a certificate signed by an executive officer of the Company, dated the closing date, to the effect that the conditions set forth in the four preceding bullet points have been satisfied.

The obligation of the Company to complete the merger is subject to the satisfaction or waiver by the Company at or prior to the effective time of the following additional conditions:

the accuracy of the representations and warranties of Parent Holdco, Parent and Merger Sub as of the date of the merger agreement and the closing date (except to the extent such representations and warranties speak as of a specified date, in which case they need to be true and correct as of such specified date) (other than certain fundamental representations and warranties described below) interpreted without giving effect to materiality qualifiers, except where failure of such representations and warranties to be true and correct, in the aggregate, does not constitute a parent material adverse effect;
the accuracy of certain fundamental representations and warranties relating to organization and power and corporate power and authority, in all respects except where the failure of such representations and

11

TABLE OF CONTENTS

warranties to be true and correct in all respects is de minimis in nature both at and as of the date of the merger agreement and at and as of the closing date (except to the extent such representations and warranties speak as of a specified date, in which case they need only be true and correct in all material respects as of such specified date);

the performance by each of Parent Holdco, Parent and Merger Sub of, and compliance by the Company with, in all material respects, the agreements and covenants required to be performed or complied by it under the merger agreement at or prior to the effective time; and
the receipt by the Company of a certificate signed by an executive officer of Parent, dated the closing date, to the effect that the conditions set forth in the three preceding bullet points have been satisfied.

No party may rely, either as a basis for not consummating the merger or any of the other transactions contemplated by the merger agreement or terminating the merger agreement and abandoning the merger, on the failure of a condition to closing set forth in the merger agreement to be satisfied if such failure was caused by such party’s failure to act in good faith or to use the efforts to cause the closing to occur as required by the merger agreement.

Termination (page 84)

The merger agreement may be terminated and the merger may be abandoned in the following circumstances:

at any time prior to the effective time by the mutual written consent of the Company and Parent;
at any time prior to the effective time by either the Company, on the one hand, or Parent Holdco or Parent, on the other hand:
if the merger has not been consummated on or before December 31, 2019 (referred to in this proxy statement as the “termination date”), subject to the automatic extension of the termination date until March 31, 2020 if the conditions of each party to effect the merger described in the first section of the sections of this proxy statement entitled “Conditions to Completion of the Merger” are not satisfied, however (i) the foregoing termination right will not be available to a party if the failure of the merger to have been consummated on or before the termination date was primarily caused by a material breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement, and (ii) the party seeking to terminate the merger agreement pursuant to this provision has used the efforts required under the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger” to cause the merger to be consummated on or prior to the termination date;
if the stockholders meeting (including any adjournments or postponements thereof) has been held and completed and the stockholder approval has not been obtained at such stockholders meeting (or at any adjournment or postponement thereof) at which a vote on the adoption of the merger agreement is taken;
if any order by a governmental entity of competent jurisdiction, permanently restraining, enjoining or otherwise prohibiting consummation of the merger has become final and non-appealable, provided that (i) the right to terminate the merger agreement pursuant to the termination provision referred to in this bullet point will not be available to a party if the enactment, issuance, promulgation, enforcement or entry of such order, or the order becoming final and non-appealable, was primarily caused by a breach by such party of any representation, warranty, covenant or other agreement of such party set forth in the merger agreement, and (ii) that the party seeking to terminate the merger agreement pursuant to the foregoing termination right must have used the efforts required under the section of this proxy statement entitled “The Merger Agreement — Efforts to Complete the Merger” to remove such order; or
if a governmental entity of competent jurisdiction has issued a deemed CFIUS order.

12

TABLE OF CONTENTS

Under the merger agreement, a “deemed CFIUS order” means CFIUS informs the parties to the merger agreement in writing that CFIUS has unresolved national security concerns or has recommended or intends to recommend in a report that the President of the United States prohibit the transactions contemplated by the merger agreement, in each case, following the parties’ withdrawal and resubmission of the CFIUS filing one time upon the expiration of the CFIUS investigation period.

by the Company:
at any time prior to the time the stockholder approval is obtained, in order to enter into an alternative acquisition agreement providing for a superior proposal in accordance with the merger agreement, provided that prior to or concurrently with such termination, the Company pays to Parent the termination fee, as described in the section of this proxy statement entitled “The Merger Agreement – Termination”; or
at any time prior to the effective time, if there has been a breach of any representation, warranty, covenant or agreement of Parent Holdco, Parent or Merger Sub in the merger agreement, which breach (1) would give rise to the failure of a condition to the obligation of the Company to complete the merger related to Parent Holdco’s, Parent’s or Merger Sub’s representations, warranties, covenants and agreements in the merger agreement and (2) is either not capable of being cured by Parent Holdco, Parent or Merger Sub prior to the termination date, or if capable of being cured, has been cured before the earlier of twenty business days following receipt of written notice from the Company of such breach or the termination date; provided that the Company does not have the foregoing termination right to the extent the Company is at such time in material breach of any of its representations, warranties, covenants or other agreements set forth in the merger agreement.
by Parent Holdco or Parent:
at any time prior to the time the stockholder approval is obtained if the Company board has effected a change of recommendation or the Company delivers a triggering notice to Parent Holdco or Parent; or
at any time prior to the effective time, if there has been a breach of any representation, warranty, covenant or agreement of the Company in the merger agreement, which breach (1) would give rise to the failure of a condition to certain of the obligations of Parent Holdco, Parent and Merger Sub to complete the merger related to the Company’s representations, warranties, covenants and agreements in the merger agreement and (2) is either not capable of being cured by the Company by the termination date or, if capable of being cured, has not been cured before the earlier of twenty business days following receipt of written notice from Parent Holdco and Parent of such breach, or the termination date; provided that none of Parent Holdco, Parent or Merger Sub have the foregoing termination right to the extent Parent Holdco, Parent or Merger Sub is at such time in material breach of any of its representations, warranties, covenants or other agreements set forth in the merger agreement.

Company Termination Fee (page 85)

The Company will pay Parent the termination fee (defined below) in the following circumstances:

the merger agreement is terminated by Parent Holdco or Parent at any time prior to the time the stockholder approval is obtained due to the Company board having effected a change of recommendation or the Company delivering a triggering notice to Parent Holdco or Parent, in which case the termination fee will be paid no later than two business days after the date of such termination by wire transfer of same day funds to one or more accounts designated by Parent;
the merger agreement is terminated by the Company prior to obtaining the stockholder approval to enter into an alternative acquisition agreement providing for a superior proposal in accordance with the merger agreement, in which case the termination fee will be paid concurrently with such termination by wire transfer of same day funds to one or more accounts designated by Parent; and

13

TABLE OF CONTENTS

in the event that all three of the following conditions are satisfied:
the merger agreement is terminated (x) by Parent Holdco or Parent, or the Company, if the merger is not consummated on or before the termination date or if the stockholder approval has not been obtained at the stockholders meeting or (y) by Parent Holdco or Parent if there is a breach of any representation, warranty, covenant or agreement of the Company in the merger agreement that gives rise to a termination right as described in the section of this proxy statement entitled “The Merger AgreementTermination”;
after the date of the merger agreement, any person has publicly made a bona fide acquisition proposal or an acquisition proposal has otherwise become publicly known or any person has publicly announced an intention (whether or not conditional and whether or not withdrawn) to make an acquisition proposal prior to the termination of the merger agreement; and
within twelve months of such termination (1) the Company or any of its subsidiaries enters into a definitive agreement for any acquisition proposal, or (2) any acquisition proposal has been consummated (provided, that for purposes of the above, references to “20%” in the definition of “acquisition proposal” will be deemed to be references to “50%”), in which case the termination fee will be paid no later than three business days after the date of such termination by wire transfer of same day funds to one or more accounts designated by Parent.

In no event will the Company be required to pay the termination fee on more than one occasion.

Under the merger agreement, the “termination fee” means an amount equal to $39,952,535; provided, that the termination fee would have been equal to $19,976,267 in the event that the merger agreement had been terminated by the Company prior to the cut-off time in order to enter into a definitive agreement with an excluded party with respect to a superior proposal. The Company did not receive any go-shop acquisition proposals during the period following the execution of the merger agreement and prior to the no-shop period start date.

Market Price of the Company Common Stock (page 91)

The Company common stock is listed on the NYSE under the symbol “BRSS.” The closing sale price of our common stock on April 9, 2019, the last trading day prior to the announcement of the merger agreement, was $34.59 per share. On [•], 2019, the most recent practicable date before the filing of this proxy statement, the closing price for our common stock was $[•] per share. You are encouraged to obtain current market quotations for our common stock in connection with voting your shares of common stock.

Appraisal Rights (page 94)

Under Section 262 of the General Corporation Law of the State of Delaware (referred to in this proxy statement as the “DGCL”), Company stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares in cash as determined by the Delaware Court of Chancery, but only if they comply fully with all of the applicable requirements of the DGCL, which are summarized in this proxy statement. Such an appraisal could result in determination of value that is more than, the same as, or less than the value of the merger consideration. Any stockholder intending to exercise appraisal rights must, among other things, deliver a written demand for appraisal to the Company before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of the adoption of the merger agreement. Failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C.

14

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting and the proposals to be voted on at the special meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the documents incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information.”

Q:What is the merger referenced in this proxy statement?
A:The Company, Parent, Merger Sub and Parent Holdco have entered into a merger agreement pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned, indirect subsidiary of Parent Holdco. A copy of the merger agreement is attached to this proxy statement as Annex A.
Q:Why am I receiving this proxy statement?
A:On April 9, 2019, the Company entered into a merger agreement providing for the acquisition of the Company by Parent Holdco in a merger for a price of $44.00 per share in cash, without interest and subject to any required tax withholding. You are receiving this proxy statement in connection with the solicitation of proxies by the Company board in favor of the proposal to adopt the merger agreement and to approve the other related proposals to be voted on at the special meeting. Any Company stockholder of record entitled to vote at the special meeting may submit a proxy by telephone or over the Internet, by returning the enclosed proxy card, or by attending the special meeting and voting in person. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker, bank or other nominee. This proxy statement contains important information about the merger agreement, the merger and the special meeting and you should read it carefully.
Q:As a stockholder of the Company, what will I receive in the merger?
A:If the merger is completed you will receive $44.00 in cash, without interest and subject to any required tax withholding, for each outstanding share of common stock that you own immediately prior to the effective time, unless you have properly exercised your appraisal rights in accordance with Section 262 of the DGCL with respect to such shares.
Q:What will happen to my stock options, restricted stock and restricted stock units in the merger?
A:Pursuant to the merger agreement, at the effective time:
Each then outstanding Company Stock Option, whether vested or unvested, will be terminated and cancelled and, without any action on his or her part, the holder of the Company Stock Option will be entitled to receive, for each share of common stock subject to the cancelled Company Stock Option, a lump sum cash payment equal to the difference between the merger consideration and the exercise price of the Company Stock Option (without interest), subject to any applicable tax withholding, provided that any Company Stock Option with an exercise price that is equal to or greater than the merger consideration will be cancelled for no consideration.
Each then outstanding Company RSA Award (including any portion of a Company restricted share unit award for which the performance period has ended prior to the effective time but that remains subject to time-based vesting requirements), will be terminated and cancelled and, without any action on his or her part, the holder of the Company RSA Award will be entitled to receive, for each share of common stock subject to the cancelled Company RSA Award, a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company RSA Award that would otherwise become payable at the time of the Company RSA Award’s vesting (without interest), subject to any applicable tax withholding.

15

TABLE OF CONTENTS

Each then outstanding Company PS Award, will be terminated and cancelled and, without any action on his or her part, the holder of the Company PS Award will be entitled to receive, for each share of common stock subject to the cancelled Company PS Award (assuming that Company PS Awards granted in 2018 were achieved at 200% of target and Company PS Awards granted in 2019 were achieved at 150% of target), a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company PS Award that would otherwise become payable at the time of the Company PS Award’s vesting (without interest), subject to any applicable tax withholding.
Q:When and where is the special meeting?
A:The special meeting will be held at The Woodfield Corporate Center at 425 N. Martingale Road, Suite 90, Schaumburg, Illinois 60173, on [•], 2019, at [•] [a/p].m. local time.
Q:Who is entitled to vote at the special meeting?
A:Only holders of record of the Company common stock as of the close of business on [•], 2019, the record date for the special meeting, are entitled to receive these proxy materials and to vote their shares at the special meeting. Each share of the Company common stock issued and outstanding as of the record date will be entitled to one vote on each matter submitted to a vote at the special meeting.
Q:What matters will be voted on at the special meeting?
A:At the special meeting, you will be asked to consider and vote on the following proposals:
to adopt the merger agreement;
to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger; and
to approve the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

The adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the special meeting and is a condition to the completion of the merger. The approval of the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and the approval of the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum, each requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but approval of these two proposals is not a condition to the completion of the merger.

Q:How do I attend the special meeting?
A:If you plan to attend the special meeting in person, you must provide proof of ownership of the Company common stock as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank or broker.
Q:How many shares are needed to constitute a quorum?
A:A quorum will be present if holders of a majority of the capital stock issued and outstanding and entitled to vote at the special meeting are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned from time to time until a quorum is obtained.

16

TABLE OF CONTENTS

As of the close of business on [•], 2019, the record date for the special meeting, there were [•] shares of common stock outstanding.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the special meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:What vote of Company stockholders is required to adopt the merger agreement?
A:Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the close of business on the record date for the special meeting.

An abstention with respect to the proposal to adopt the merger agreement, or a failure to return your proxy card and or otherwise vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” this proposal.

Q:What vote of Company stockholders is required to approve the other proposals to be voted upon at the special meeting?
A:Each of (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

An abstention with respect to either proposal will have the same effect as a vote “AGAINST” these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), will have no effect on these proposals, assuming a quorum is present.

Q:How does the Company board of directors recommend that I vote?
A:The Company board unanimously recommends that Company stockholders vote:
FOR” the proposal to adopt the merger agreement;
FOR” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger; and
FOR” the proposal regarding adjournment of the special meeting.

For a discussion of the factors that the Company board considered in determining to recommend in favor of the adoption of the merger agreement, see the section of this proxy statement entitled “The Merger — Reasons for the Merger; Recommendation of the Company Board of Directors.” In addition, in considering the recommendation of the Company board with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. For a discussion of these interests, see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

17

TABLE OF CONTENTS

Q:How do the Company’s directors and executive officers intend to vote?
A:The Company’s directors and executive officers have informed us that they intend to vote their shares of the Company common stock in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so. As of the record date, our directors and executive officers owned and were entitled to vote, in the aggregate, approximately [•] shares of the Company common stock, or approximately [•]% of the outstanding shares of the Company common stock entitled to vote at the special meeting.
Q:Where can I find the voting results of the special meeting?
A:We will announce preliminary voting results at the special meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the special meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the special meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
Q:Am I entitled to rights of appraisal under the DGCL?
A:If the merger is completed, stockholders who did not vote in favor of the adoption of the merger agreement and who properly demanded appraisal of their shares and otherwise complied fully with Section 262 of the DGCL will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. Such stockholders are entitled to an appraisal by the Delaware Court of Chancery of the “fair value” of their shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest on the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this proxy statement. See the section of this proxy statement entitled “Appraisal Rights.”
Q:What are the risks associated with the merger?
A:To review risks associated with the merger, please see the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”
Q:What are the conditions to completion of the merger?
A:In addition to the approval of the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of the Company common stock at the special meeting, completion of the merger is subject to the satisfaction of a number of other conditions, including the expiration or termination of any and all applicable waiting periods (and any extensions thereof) under the HSR Act, receipt of the CFIUS approval and the passage of sixty days after the parties notified DDTC of the transactions contemplated by the merger agreement and the maintenance of the Company’s ITAR registration. The respective obligations of the Company, Parent Holdco, Parent and Merger Sub to complete the merger are subject to the satisfaction or waiver at or prior to the effective time of a number of additional conditions, including the accuracy of representations and warranties under the merger agreement (except as set forth in the merger agreement), performance of their respective obligations under the merger agreement in all material respects, and the absence of a Company material adverse effect occurring since the date of the merger agreement. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the sections of this proxy statement entitled “Conditions to Completion of the Merger.”

18

TABLE OF CONTENTS

Q:When is the merger expected to be completed?
A:As of the date of this proxy statement, we expect to complete the merger in the second half of 2019. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, including the expiration of required regulatory waiting periods and receipt of required regulatory approvals and the approval of the Company’s shareholders, which are described in this proxy statement, and we cannot be certain when or if the conditions to the merger will be satisfied or, to the extent permitted, waived.
Q:What happens if the merger is not completed?
A:If the merger agreement is not adopted by the Company’s stockholders, or if the merger is not completed for any other reason, the Company’s stockholders will not receive any payment for their shares of the Company common stock in connection with the merger. Instead, the Company will remain a public company, and shares of our common stock will continue to be registered under the Exchange Act, as well as listed and traded on the NYSE. In the event that either the Company, Parent or Parent Holdco terminates the merger agreement, then, in certain specified circumstances, the Company may be required to pay Parent a termination fee of approximately $39.95 million. See the section of this proxy statement entitled “The Merger Agreement — Company Termination Fee.”
Q:Why am I being asked to consider and cast a vote on the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger? What will happen if stockholders do not approve this proposal?
A:The inclusion of this proposal is required by the rules of the Securities and Exchange Commission (referred to in this proxy statement as the “SEC”); however, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote by stockholders and will not be binding on the Company, Parent Holdco, Parent or Merger Sub. If the merger agreement is adopted by the Company’s stockholders and the merger is completed, the merger-related compensation will be paid to the Company’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if stockholders fail to approve this proposal on an advisory basis.
Q:How does the merger consideration compare to the market price of the Company common stock?
A:The merger consideration of $44.00 per share represents a 36% premium to the Company’s twelve month average closing price and a 27% premium to the Company’s closing price as of Tuesday, April 9, 2019, the last trading day prior to the announcement of the merger agreement.
Q:What do I need to do now? How do I vote my shares of common stock?
A:We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the documents incorporated by reference in this proxy statement, and to consider how the merger affects you. Your vote is important, regardless of the number of shares of common stock you own.

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

It is not necessary to attend the special meeting in order to vote your shares. To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person. If your shares of common stock are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker, bank or other nominee.

Attending the special meeting in person does not itself constitute a vote on any proposal.

19

TABLE OF CONTENTS

Shares of Common Stock Held by Record Holder

You can ensure that your shares are voted at the special meeting by submitting your proxy via:

mail, by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope;
telephone, by using the toll-free number [•]; or
the Internet, at [•].

The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. on [•], 2019.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (3) the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

We encourage you to vote by proxy even if you plan on attending the special meeting.

A failure to vote or an abstention will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

Shares of Common Stock Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Q:What are the material U.S. federal income tax consequences of the merger?
A:The receipt of cash in exchange for shares of common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or foreign income and other tax laws). See the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”
Q:Can I revoke my proxy?
A:Yes. You can revoke your proxy before the vote is taken at the special meeting. If you are a stockholder of record, you may revoke your proxy by notifying the Company in writing, in care of the Secretary, at Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, or by submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above at any time up to 11:59 p.m. on [•], 2019, or by completing, signing, dating and returning a new proxy card by mail to the Company. In addition, you may revoke your proxy by attending the special meeting and voting in person; however, simply attending the special meeting will not cause your proxy to be revoked. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

20

TABLE OF CONTENTS

Q:What happens if I do not vote or if I abstain from voting on the proposals?
A:The requisite number of shares to approve the proposal to adopt the merger agreement is based on the total number of shares of the Company common stock outstanding on the record date, not just the shares that are voted. If you do not vote, or abstain from voting, on the proposal to adopt the merger agreement, or if you hold your shares in “street name” and fail to give voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The requisite number of shares to approve the other two proposals is based on the total number of shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. If you abstain from voting on (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal regarding adjournment of the special meeting, it will have the same effect as a vote “AGAINST” these proposals. If you do not return your proxy card or otherwise fail to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), it will have no effect on these proposals, assuming a quorum is present.

Q:Will my shares of common stock held in “street name” or held in another form of record ownership be combined for voting purposes with shares I hold of record?
A:No. Because any shares of common stock you may hold in “street name” will be deemed to be held by a different stockholder (that is, your broker, bank, or other nominee) than any shares of common stock you hold of record, any shares of common stock held in “street name” will not be combined for voting purposes with shares of common stock held of record. Similarly, if you own shares of common stock in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares of common stock because they are held in a different form of record ownership. Shares of common stock held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card.
Q:What does it mean if I get more than one proxy card or voting instruction card?
A:If your shares of common stock are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the Internet) to ensure that all of your shares of common stock are voted.
Q:What happens if I sell my shares of common stock before completion of the merger?
A:In order to receive the merger consideration, you must hold your shares of common stock at the effective time of the merger. Consequently, if you transfer your shares of common stock before the effective time of the merger, you will have transferred your right to receive the merger consideration.

The record date for stockholders entitled to vote at the special meeting is earlier than the completion of the merger. If you transfer your shares of common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration.

Q:If the merger is completed, how do I obtain the merger consideration for my shares of common stock?
A:Following the completion of the merger, your shares of common stock will automatically be converted into the right to receive your portion of the merger consideration, without interest and subject to any required tax withholding. After the merger is completed, if your shares of common stock are evidenced by stock certificates, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your shares of common stock evidenced by stock certificates for the merger consideration (without interest and subject to any required tax withholding). If your shares of common stock are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the merger consideration (without interest

21

TABLE OF CONTENTS

and subject to any required tax withholding). A holder of book-entry shares that immediately prior to the effective time represented shares of common stock (other than cancelled shares and dissenting shares) will not be required to deliver a certificate or an executed letter of transmittal to the paying agent to receive the merger consideration. In lieu thereof, each registered holder of book-entry shares shall automatically, upon the effective time, be entitled to receive, and Parent Holdco shall, or shall cause Parent to, cause the paying agent to pay and deliver, as soon as reasonably practicable after the effective time, the applicable merger consideration to each holder of book-entry shares and the book-entry shares so exchanged will forthwith be cancelled.

Q:Should I send in my stock certificates or other evidence of ownership now?
A:No. You should not return your stock certificates or send in other documents evidencing ownership of common stock with the proxy card. If the merger is completed, and if your shares of common stock are evidenced by stock certificates, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of common stock for the merger consideration (without interest and subject to any required tax withholding).
Q:What is householding and how does it affect me?
A:The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.
Q:Where can I find more information about the Company?
A:You can find more information about us from various sources described in the section of this proxy statement entitled “Where You Can Find Additional Information.”
Q:Who will solicit and pay the costs of soliciting proxies?
A:The Company board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. The Company has retained Okapi Partners LLC (referred to in this proxy statement as “Okapi”), a proxy solicitation firm, to assist the Company board in the solicitation of proxies for the special meeting, and we expect to pay Okapi approximately $[•], plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the Internet by Okapi or, without additional compensation, by certain of the Company’s directors, officers and employees.

22

TABLE OF CONTENTS

Q:Who can help answer my other questions?
A:If you have more questions about the merger or any of the other matters set forth in this proxy statement, or require assistance in submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, please contact Okapi, which is acting as the proxy solicitation agent and information agent for the Company in connection with the special meeting.


Okapi Partners LLC
[•]

Toll-Free: []

Direct: [() -]

Email: []@okapipartners.com

or

Global Brass and Copper Holdings, Inc.
Attn: Secretary
475 N. Martingale Road, Suite 1200
Schaumburg, IL 60173
(847) 240-4711

23

TABLE OF CONTENTS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, the documents incorporated by reference in this proxy statement and the documents we subsequently file with the SEC and incorporate by reference in this proxy statement may contain projections or other forward-looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation:

we are exposed to the cyclicality of the U.S. and certain foreign economies as well as fluctuations in certain industries, and our future growth also depends, to a significant extent, on improvements in the general economic conditions and the conditions of our markets;
failure to maintain our balanced book approach would cause increased volatility in our profitability and our operating results and may result in significant losses;
limited access to raw materials, infrastructure or energy could negatively affect our business, financial condition or results of operations or cash flows;
failure to comply with covenants under our debt agreements that impose operating and financial restrictions could have a material adverse effect on our business, financial condition, results of operations or cash flows;
our sales volumes, financial results and financial condition could be reduced if we were to lose order volumes from any of our largest customers;
our business could be disrupted if our customers shift either their manufacturing or sourcing offshore;
competition and changes in trade tariffs could adversely affect our business, financial condition and results of operations;
adverse developments in our relationship with our employees could have a material adverse effect on our business, financial condition, results of operations and cash flows;
our participation in multi-employer union pension plans may have a material adverse effect on our financial performance;
our operations are subject to risks of natural disasters, acts of war, terrorism or widespread illness at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our business, financial condition or results of operations;
any prolonged disruptions, failures or inability to operate our business, manufacturing facilities or equipment, including those arising from information technology related incidents, could have a material adverse effect on our business, financial condition, results of operations and cash flows;
the increased use of substitute materials and miniaturization may adversely affect our business;
if we fail to develop or enhance our products to satisfy evolving customer demands, our business, operating results, financial condition and prospects may be harmed significantly;
a portion of our net sales is derived from our international operations, which exposes us to certain risks inherent in doing business abroad;
new governmental regulations or legislation, or changes in existing regulations or legislation, may subject us to significant costs, taxes and restrictions on our operations;

24

TABLE OF CONTENTS

our operations expose our employees to risk of injury or death, and we may be subject to claims that are not covered by, or exceed, our insurance, but additional safety measures or rules imposed by regulatory agencies may reduce productivity, require additional capital expenditure or reduce profitability;
our ability to retain our senior management team is critical to the success of our business, and failure to do so could materially adversely affect our business, financial condition, results of operations and cash flows;
environmental costs could decrease our net cash flow and adversely affect our profitability;
we may be subject to litigation that could strain our resources and distract management;
failure to protect, or uncertainty regarding the validity, enforceability or scope of, our intellectual property rights or the expiration of our intellectual property rights could impair our competitive position;
if we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology, products and services could be harmed significantly;
disruption or failures of our information technology systems could have a material adverse effect on our business;
our common stock is subject to price and volume fluctuations;
risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement;
the failure to obtain the company stockholder approval of the proposed transaction or required regulatory approvals or the failure to satisfy any of the other conditions to the completion of the proposed transaction;
the effect of the announcement of the proposed transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, vendors, advertisers, distributors, partners and others with whom it does business, or on its operating results and businesses generally;
risks associated with the disruption of management’s attention from ongoing business operations due to the proposed transaction;
the ability to meet expectations regarding the timing and completion of the proposed transaction;
the potential impact of the consummation of the proposed transaction on the Company’s relationships, including with employees, customers, suppliers, vendors, advertisers, distributors, partners and competitors; and
other factors detailed in documents we file from time to time with the SEC (including other risks and uncertainties described in the Company’s reports and filings with the SEC; see the section of this proxy statement entitled “Where You Can Find Additional Information”).

You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this proxy statement. Unless required by law, the Company expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in circumstances, conditions or events on which any such statement is based after the date such forward-looking statements are made or to report the occurrence of unanticipated events.

25

TABLE OF CONTENTS

PARTIES TO THE TRANSACTION

Global Brass and Copper Holdings, Inc.

The Company (NYSE: BRSS) is a Delaware corporation. The Company, through its wholly-owned principal operating subsidiary, Global Brass and Copper, Inc. is a leading, value-added converter, fabricator, processor and distributor of specialized non-ferrous products, including a wide range of sheet, strip, foil, rod, tube and fabricated metal component products.

The Company’s principal executive offices are located at 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173, and its telephone number is (847) 240-4700.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019, which is incorporated by reference into this proxy statement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Wieland-Werke Aktiengesellschaft

Parent Holdco is a German stock corporation and leading supplier of semi-finished copper and copper alloy products. Founded in 1820 and headquartered in Ulm, Germany, Parent Holdco has a global network of production sites, service and trading companies, and offers a broad product, technology and service portfolio. Parent Holdco supplies its products to and develops solutions for automotive, electronics, building, refrigeration, air conditioning, and other industries.

Parent Holdco’s principal executive offices are located at Graf-Arco-Strasse 36, Ulm, Germany, 89079, and its telephone number is +49-731-944-0.

Wieland Holdings, Inc.

Parent is an Illinois corporation. Founded in 2007 and headquartered in Wheeling, Illinois, Parent is a wholly owned subsidiary of Parent Holdco and functions as the holding entity for the Wieland Group’s subsidiaries in the USA and Mexico. Parent has no operations of its own.

Parent’s principal executive offices are located at 567 Northgate Parkway, Wheeling, IL 60090-2682, and its telephone number is (847) 537-3990.

Elephant Acquisition Corp.

Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that will function as the merger subsidiary in the merger. Merger Sub was formed solely for the purpose of acquiring the Company and has not carried on any activities on or prior to the date of this proxy statement except for activities incidental to its formation and activities in connection with Parent’s acquisition of the Company. Upon completion of the merger, Merger Sub will merge with and into the Company and will cease to exist.

Merger Sub’s principal executive offices are located at Graf-Arco-Strasse 36, Ulm, Germany, 89079, and its telephone number is +49-731-944-0.

26

TABLE OF CONTENTS

THE SPECIAL MEETING

We are furnishing this proxy statement to the Company’s stockholders as part of the solicitation of proxies by the Company board of directors for use at the special meeting or any adjournment or postponement thereof. This proxy statement provides the Company’s stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Company board for use at the special meeting to be held at The Woodfield Corporate Center at 425 N. Martingale Road, Suite 90, Schaumburg, Illinois 60173, on [•], 2019, at [•] [a/p].m. local time, or at any adjournment or postponement thereof.

For information regarding attending the special meeting, see “The Special Meeting — Voting; Proxies; Revocation — Attendance.”

Purposes of the Special Meeting

At the special meeting, Company stockholders will be asked to consider and vote on the following proposals:

to adopt the merger agreement, dated as of April 9, 2019, by and among the Company, Parent, Merger Sub and Parent Holdco (as it may be amended from time to time);
to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, the value of which is disclosed in the table in the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”; and
to approve the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

Our stockholders must adopt the merger agreement for the merger to occur. If our stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and certain provisions of the merger agreement are described in the section of this proxy statement entitled “The Merger Agreement.”

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to adopt the merger agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on the named executive officer merger-related compensation proposal is advisory only, it will not be binding on either the Company or Parent. Accordingly, if the merger agreement is adopted and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of the Company’s stockholders.

We do not expect that any matters other than the proposals set forth above will be brought before the special meeting. If, however, such a matter is properly presented at the special meeting or any adjournment or postponement thereof, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or
about [•], 2019.

Record Date, Notice and Quorum

The holders of record of the Company common stock as of the close of business on [•], 2019, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. At the close of business on the record date, [•] shares of common stock were outstanding and entitled to vote at the special meeting.

27

TABLE OF CONTENTS

The presence at the special meeting, in person or represented by proxy, of the holders of a majority of the capital stock issued and outstanding and entitled to vote at the special meeting will constitute a quorum for purposes of the special meeting. Once a share is represented at the special meeting, it will be counted for purposes of determining whether a quorum is present at the special meeting. However, if a new record date is set for an adjourned special meeting, a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. A quorum is necessary to transact business at the special meeting. If a quorum is not present at the special meeting, we expect that the special meeting will be adjourned to a later date. Abstentions will be counted as shares present for purposes of determining the presence of a quorum. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will not vote on your behalf with respect to any of the proposals, and your shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting

Required Vote

Each share of common stock outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the special meeting.

For the Company to complete the merger, Company stockholders holding a majority of the shares of common stock outstanding at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. An abstention with respect to the proposal to adopt the merger agreement, or a failure to return your proxy card or otherwise vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “AGAINST” this proposal.

Approval of each of (1) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and (2) the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum, requires the affirmative vote of a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote thereon, but is not a condition to the completion of the merger. An abstention with respect to either proposal will have the same effect as a vote “AGAINST” these proposals. A failure to return your proxy card or otherwise vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will have no effect on these proposals, assuming a quorum is present.

Stock Ownership and Interests of Certain Persons

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of the Company were entitled to vote approximately [•] shares of common stock, or approximately [•]% of the shares of common stock issued and outstanding on that date and entitled to vote at the special meeting. The Company’s directors and executive officers have informed us that they intend to vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although they have no obligation to do so.

Voting; Proxies; Revocation

Attendance

All holders of shares of the Company’s common stock as of the close of business on [•], 2019, the record date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the special meeting.

To attend the special meeting in person, you must provide proof of ownership of the Company common stock as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.

28

TABLE OF CONTENTS

Voting in Person

Stockholders of record will be able to vote in person at the special meeting. If you are not a stockholder of record, but instead hold your shares of the Company common stock in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting. Attending the special meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

To ensure that your shares of common stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

Shares of Common Stock Held by Record Holder

If you are a stockholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address specified on the enclosed proxy card. Your shares of common stock will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. on [•], 2019.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares of common stock will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the proposal to adopt the merger agreement, the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, and the proposal to adjourn the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. If you fail to return your proxy card or vote by telephone or via the Internet, and you are a holder of record on the record date, unless you attend the special meeting and vote in person, your shares of common stock will not be considered present at the special meeting for purposes of determining whether a quorum is present at the special meeting, which will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and, assuming a quorum is present, will have no effect on the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, or the vote regarding the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum.

Shares of Common Stock Held in “Street Name”

If your shares of common stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.

In accordance with applicable stock exchange rules, brokers, banks and other nominees that hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, or (3) the adjournment of the special meeting, if necessary or appropriate as determined by the Company, including to solicit additional proxies or in the absence of a quorum. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such

29

TABLE OF CONTENTS

shares, they cannot vote such shares with respect to these proposals. Therefore, unless you attend the special meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of the Company common stock not being present at the meeting and not being voted on any of the proposals. As a result, a failure to vote your shares of common stock (including a failure to instruct your broker, bank or other nominee to vote shares held on your behalf) will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but it will have no effect on the other proposals, assuming a quorum is present.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it before it is voted. If you are a stockholder of record, you may revoke your proxy before the vote is taken at the special meeting by:

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above at any time up to 11:59 p.m. on [•], 2019, or by completing, signing, dating and returning a new proxy card by mail to the Company;
attending the special meeting and voting in person; or
delivering a written notice of revocation by mail to the Company, in care of the Secretary, at Global Brass and Copper Holdings, Inc., 475 N. Martingale Road, Suite 1200, Schaumburg, IL 60173.

Please note, however, that only your last-dated proxy will count. Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the special meeting.

If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the special meeting if you obtain a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the special meeting.

Abstentions

An abstention occurs when a stockholder attends the special meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, a vote “AGAINST” the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger and a vote “AGAINST” the proposal regarding the adjournment of the special meeting.

Solicitation of Proxies

The Company board is soliciting your proxy, and we will bear the cost of soliciting proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. The Company has retained Okapi, a proxy solicitation firm, to assist the Company board in the solicitation of proxies for the special meeting, and we expect to pay Okapi approximately $[•], plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, email, telephone, or via the Internet by Okapi or, without additional compensation, by certain of the Company’s directors, officers and employees.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed if necessary or appropriate as determined by the Company, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum.

30

TABLE OF CONTENTS

Holders of a majority of shares of the Company common stock present in person or represented by proxy at the special meeting in the absence of a quorum and entitled to vote may adjourn the special meeting. Any adjournment may be made without notice other than an announcement at the special meeting of the time and place of the adjourned meeting; provided that if the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record entitled to vote at the meeting. In addition, the person presiding over the meeting of Company stockholders may adjourn the special meeting from time to time except to the extent inconsistent with the rules and procedures adopted by the Company board, without notice other than an announcement at the special meeting of the time and place of the adjourned meeting. Adjournments and postponements are also subject to certain restrictions in the merger agreement, which permits the Company to postpone or adjourn the special meeting only with Parent’s consent (which may not be unreasonably withheld, conditioned or delayed), to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company board has determined, after consultation with outside legal counsel, in good faith is required to be filed and disseminated under applicable law, if there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the special meeting, if the Company has not received proxies representing a sufficient number of shares of the Company common stock to adopt the merger agreement, if required by applicable law, or if, in the good faith judgment of the Company board (after consultation with outside legal counsel), the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable law, and any such postponement or adjournment shall not, in the aggregate, exceed twenty days, except as required by applicable law or by the Company’s certificate of incorporation or bylaws.

Other Information

You should not return your stock certificates or send in other documents evidencing ownership of the Company common stock with the proxy card. If the merger is completed, and if your shares of common stock are evidenced by stock certificates, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your shares of common stock evidenced by stock certificates for the merger consideration (without interest and subject to any required tax withholding).

31

TABLE OF CONTENTS

THE MERGER

The description of the merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

Certain Effects of the Merger

Pursuant to the terms of the merger agreement, if the merger agreement is adopted by the Company’s stockholders and the other conditions to the closing of the merger are satisfied or waived, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned, indirect subsidiary of Parent Holdco.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of the Company common stock issued and outstanding immediately before the effective time (other than (1) shares held by the Company in treasury or by Parent Holdco, Parent or Merger Sub, (2) shares held by any wholly owned subsidiary of the Company or any wholly owned subsidiary of Parent Holdco (other than Parent and Merger Sub) (the shares referred to in (1) and (2) are collectively referred to in this proxy statement as “cancelled shares”), and (3) shares held by stockholders of the Company who have not voted in favor of the adoption of the merger agreement and who have properly exercised appraisal rights with respect to their shares in compliance with Section 262 of the DGCL (referred to in this proxy statement as “dissenting shares”)) will automatically be cancelled and converted into the right to receive the merger consideration of $44.00 per share in cash, without interest and subject to any required tax withholding.

The Company common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “BRSS.” As a result of the merger, the Company will cease to be a publicly traded company and will be wholly owned, indirectly by Parent Holdco. Following the completion of the merger, the Company common stock will be delisted from the NYSE and deregistered under the Exchange Act, following which the Company will no longer be required to file periodic reports with the SEC with respect to its common stock in accordance with applicable law, rules and regulations.

Background of the Merger

As part of GBC’s ongoing consideration and evaluation of its long-term prospects and strategies, the board and senior management regularly review and assess GBC’s business strategies, objectives and key initiatives, including strategic opportunities and risks to GBC’s plans, all with the goal of enhancing value for GBC’s stockholders. These reviews have included consideration of, and periodic discussions with third parties regarding, a range of matters, including potential strategic alternatives and business combinations.

In May 2017, John Wasz, Chief Executive Officer of GBC, and Erwin Mayr, Chief Executive Officer of Wieland, were introduced at a meeting in Washington D.C. During this meeting, Mr. Mayr expressed an interest in buying GBC Metals, LLC, a subsidiary of Global Brass and Copper, Inc. Mr. Mayr did not propose a specific purchase price or transaction terms at this meeting. Mr. Wasz informed Mr. Mayr that GBC Metals, LLC was not for sale and noted that, although GBC also was not for sale, he believed that GBC would not be interested in a piecemeal sale of GBC Metals, LLC (as opposed to a whole-company transaction). There were no further discussions at that time.

During fall 2018, Wieland and GBC engaged in discussions regarding GBC’s potential purchase of certain operating assets (referred to in this proxy statement as the “remedy assets”) which Wieland and Aurubis AG had proposed to the European Union Commission (referred to in this proxy statement as the “EU Commission”) as sufficient divestitures to ensure a competitive market existed after the proposed acquisition by Wieland of Aurubis AG’s business unit Flat Rolled Products (referred to in this proxy statement as the “proposed Aurubis merger”).

On December 11, 2018, Mr. Wasz and Mr. Mayr met in Munich, Germany to continue discussing GBC’s potential purchase of the remedy assets. During this discussion, Mr. Mayr discussed, among other things, potential growth opportunities for Wieland if the EU Commission did not approve the proposed Aurubis merger; which included an acquisition of GBC. Mr. Mayr did not propose a specific purchase price or transaction terms,

32

TABLE OF CONTENTS

although he inquired about GBC’s view of its value. Mr. Wasz informed Mr. Mayr that GBC was not for sale, and that, in his view, it would not be worth GBC expending time or resources on such discussions unless Wieland was prepared to propose a per share offer price in the $40s.

Between December 14, 2018 and January 17, 2019, Mr. Wasz and Mr. Mayr engaged in periodic discussions on the status of the proposed Aurubis merger. During this period, Mr. Mayr continued to express interest in acquiring GBC if the proposed Aurubis merger was terminated, but he did not propose a specific purchase price or transaction terms. Mr. Wasz updated John H. Walker, Chairman of the board, regarding Wieland’s potential interest in an acquisition of GBC, and they agreed to discuss it with the board at its next regularly scheduled meeting.

On January 17, 2019, Mr. Mayr informed Mr. Wasz that Wieland believed the European Commission would likely block the proposed Aurubis merger and again expressed Wieland’s interest in acquiring GBC. Mr. Mayr did not propose a specific purchase price or transaction terms. Mr. Wasz agreed to meet with Mr. Mayr to discuss Wieland’s interest in further detail. Mr. Wasz promptly reported this conversation to Mr. Walker.

On February 4, 2019 and February 5, 2019, certain members of Wieland’s and GBC’s senior management met to discuss the merits and considerations of a potential transaction between GBC and Wieland. They did not discuss a specific purchase price or transaction terms.

On February 8, 2019, the board held a regular telephonic meeting during which, among other things, Mr. Wasz verbally informed the board of the informal expression of interest from Wieland to acquire GBC in light of the European Commission’s rejection of the proposed Aurubis merger. Senior management of GBC also informed the board that they had contacted Fried, Frank, Harris, Shriver & Jacobson LLP (referred to in this proxy statement as “Fried Frank”) and J.P. Morgan to discuss the possibility of representing GBC in the context of exploring strategic alternatives and advising the board in connection with a potential transaction with Wieland. Anne-Marie D’Angelo, GBC’s General Counsel and Corporate Secretary, then provided an overview of the board’s fiduciary obligations in connection with evaluating strategic alternatives. The board instructed management to enter into a non-disclosure agreement with Wieland and provide information that in management’s discretion would enable Wieland to prepare and present a formal indication of interest for the board’s consideration. The board acknowledged that it had not made any decision with respect to the potential sale of GBC but concluded that it was in the best interests of GBC’s stockholders to gauge the level of Wieland’s interest and to compare the merits and considerations of a potential transaction to GBC’s other potential strategic alternatives, including remaining independent.

On February 15, 2019, GBC and Wieland executed a non-disclosure agreement regarding a possible transaction and Wieland subsequently engaged in due diligence of GBC

On February 20, 2019, representatives of GBC, Fried Frank, Wieland and Ropes & Gray LLP, outside legal counsel to Wieland (referred to in this proxy statement as “Ropes & Gray”) discussed potential regulatory filings that would need to be made in connection with a transaction between Wieland and GBC.

Between February 21 and 25, 2019, Mr. Wasz and Mr. Mayr remained in contact regarding Wieland’s submission of a potential proposal and ongoing due diligence. They did not discuss a specific purchase price or transaction terms. Mr. Wasz informed Mr. Mayr that the board was scheduled to meet on February 27, 2019, and Mr. Wasz indicated that he expected that Wieland would submit a proposal to acquire GBC in advance of that meeting.

On February 26, 2019, GBC received a non-binding proposal (referred to in this proxy statement as the “February 26 Proposal”) from Wieland proposing an all-cash acquisition of 100% of the equity of GBC for a per share price between $39.00 and $41.00, subject to certain conditions and ongoing due diligence. The February 26 Proposal was not subject to any financing condition or similar contingency, and noted that Wieland would finance the transaction entirely with cash on hand and/or cash drawn from credit lines available to it. The February 26 Proposal represented an approximately 16.5% to 22.4% premium to GBC’s stock price on February 25, 2019.

On February 27, 2019, the board held a special meeting at which representatives of GBC’s senior management, Fried Frank and J.P. Morgan were present at the invitation of the board. At the meeting, following discussion, the board resolved to retain Fried Frank as GBC’s outside legal counsel and J.P. Morgan as GBC’s financial advisor. The board reviewed the February 26 Proposal and discussed the merits and considerations of a

33

TABLE OF CONTENTS

potential transaction involving Wieland or other potential counterparties. Representatives of Fried Frank reviewed with the board their fiduciary duties with respect to a potential strategic transaction and certain legal considerations attendant to a potential sale of GBC. Representatives of J.P. Morgan discussed J.P. Morgan’s preliminary financial analysis of GBC. J.P. Morgan’s preliminary financial analysis was based on two sets of long-term forecasts that were approved by the board for J.P. Morgan’s use and reliance in connection with its financial analyses and in rendering its fairness opinion (the strategic plan forecast and the risk adjusted case forecast), which forecasts are summarized in the section of this proxy statement entitled “The Merger — Certain Company Unaudited Financial Forecasts”. The board discussed, among other things, their initial views of the February 26 Proposal, including the price offered relative to GBC’s recent trading history and the value of GBC on a stand-alone basis. Representatives of J.P. Morgan also discussed industry trends, risks and challenges facing GBC. The board, in consultation with its advisors, discussed other potential counterparties that might be able to offer a compelling value as well as the stand-alone value of GBC if it were to undertake accretive third party acquisitions. The board, in consultation with its advisors, discussed the fact that a strategic buyer, such as Wieland, likely could offer a more compelling proposal than a private equity sponsor, given the ability for a strategic buyer to achieve synergies in a potential transaction. Following discussion among the board and its advisors, the board concluded that the price presented in the February 26 Proposal was inadequate. The board acknowledged that it had not made any decision with respect to the potential sale of GBC but concluded that it was in the best interests of GBC’s stockholders to continue to gauge the level of Wieland’s interest and compare the merits and considerations of a potential transaction to GBC’s other potential strategic alternatives, including remaining independent. To that end, the board authorized further exploration of a potential transaction with Wieland and also authorized GBC’s senior management to engage in further limited due diligence discussions with Wieland in order to provide Wieland with information necessary to enable it to increase its offer price.

On February 28, 2019, GBC sent a letter to Wieland indicating that the board had evaluated the February 26 Proposal and concluded that it did not sufficiently value GBC and that Wieland would need to present a more compelling price before the board would consider a transaction. GBC’s letter further noted that GBC was willing to provide limited due diligence materials and site visits to enable Wieland to present an improved offer by the week of March 10, 2019.

On March 1, 2019, a virtual data room opened for diligence purposes, and Wieland continued its due diligence of GBC throughout the remainder of March.

Between March 6, 2019 and March 10, 2019, in connection with Wieland’s ongoing due diligence investigation, personnel from Wieland visited various GBC facilities, including those located in East Alton, Illinois, Montpelier, Ohio and Schaumburg, Illinois.

On March 10, 2019, Mr. Wasz, Mr. Walker and Mr. Mayr met in Schaumburg, Illinois to discuss the potential transaction and synergies. They did not discuss a specific purchase price or transaction terms.

On March 11, 2019 the board held a regular meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. Certain disclosures regarding J.P. Morgan’s relationship with, and fees earned by J.P. Morgan for financial advisory or other services that J.P. Morgan provided to, GBC and Wieland were presented to and discussed by the board. These disclosures were considered by the board before GBC engaged J.P. Morgan pursuant to an engagement letter dated March 16, 2019. Mr. Wasz reviewed the status of recent discussions with Wieland and explained that he expected GBC to receive a revised offer from Wieland in the coming days. In anticipation of a revised proposal, Mr. Wasz asked GBC’s advisors to provide an overview of the legal and financial considerations attendant to the board’s consideration of a potential transaction. Fried Frank provided an overview of the board’s fiduciary duties and a review of certain legal and regulatory aspects of a potential transaction involving Wieland and GBC. Mr. Wasz and Christopher Kodosky, GBC’s Chief Financial Officer, provided an overview of the recent financial results for GBC, as well as management’s forecasts of the potential future performance of GBC, including various strategic alternatives. In particular, management presented in detail the strategic plan forecast and the risk adjusted case forecast. The board and management, in consultation with the advisors, discussed the methodology used to create the forecasts, the key assumptions underlying each forecast and the perceived challenges and risks associated with GBC’s ability to meet such forecasts. Representatives of J.P. Morgan discussed the status of J.P. Morgan’s work in connection with its financial analysis of GBC, as well as the potential range of responses should GBC receive an improved offer from Wieland. The board and management, in consultation with the advisors, also discussed the merits and considerations of conducting a pre-signing and a post-signing market check, including

34

TABLE OF CONTENTS

the risks associated with a leak, retention and attraction of key personnel, relationships with customers and suppliers, the risk that Wieland might not move forward if it learned GBC was speaking to other parties, and the likelihood of receiving a bona fide proposal from potential acquirers. Based on this, the board resolved not to conduct a pre-signing market check and was satisfied to proceed with considering the potential transaction subject to a post-signing market check.

On March 14, 2019, Mr. Wasz and Fritz-Jurgen Heckmann, Chairman of Wieland’s supervisory board, met in New York to discuss a high-level framework and strategic rationale for the potential transaction. They did not discuss a specific purchase price or transaction terms.

On March 15, 2019, Wieland delivered a revised proposal to GBC (referred to in this proxy statement as the “March 15 Proposal”). The March 15 Proposal contemplated an all-cash acquisition of 100% of the equity of GBC for a per share price of $43.50, subject to certain conditions and ongoing due diligence. This revised proposal was conditioned on GBC agreeing to a 4% termination fee based on equity value. As before, the March 15 Proposal reiterated that the transaction would not be subject to any financing condition or similar contingency. The March 15 Proposal noted that if Wieland was unable to complete its due diligence in a timely manner, it would propose that GBC and Wieland execute a definitive transaction agreement following which Wieland would be permitted to finalize its confirmatory due diligence. The March 15 Proposal further indicated that Wieland would not “adjust the value of the transaction” unless it discovered a negative impact larger than 1% of the transaction value in certain key areas of diligence. The March 15 Proposal represented an approximately 36.0% premium to GBC’s stock price on March 14, 2019, and Wieland described that proposal as its best and final offer.

On March 15, 2019, the board held a special meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. During the meeting, the board and management, in consultation with the advisors, discussed the terms of the March 15 Proposal, including what they interpreted to be a proposed contract term that would allow Wieland to reduce its proposed purchase price following execution of a definitive merger agreement (referred to in this proxy statement as the “price adjustment provision”). Mr. Wasz also provided an update regarding the status of discussions with Wieland, following which the board and management, in consultation with the advisors, again discussed GBC’s potential strategic alternatives, including remaining independent. The board concluded that the price adjustment provision was unacceptable and that it could not entertain any offer with flexibility to reduce the purchase price after execution of a definitive merger agreement. Following discussion, the board directed Mr. Wasz to (a) communicate to Wieland that the diligence provision was unacceptable; and (b) seek to negotiate an additional $0.50 per share in deal consideration.

On March 15, 2019, Mr. Wasz informed Mr. Mayr that the diligence provision included in the March 15 Proposal was unacceptable and encouraged Wieland to increase its offer price to $44.00 to secure the board’s support for the proposed merger.

On March 18, 2019, Wieland delivered a further revised proposal to GBC (referred to in this proxy statement as the “March 18 Proposal”) providing an updated offer with a price per share of $44.00 in an all-cash acquisition of 100% of the equity of GBC. The March 18 Proposal represented an approximately 37.7% premium to GBC’s stock price on March 15, 2019.

On March 19, 2019, the board held a special meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. The board and management, in consultation with the advisors, discussed the terms of the March 18 Proposal. The board and management, in consultation with the advisors, discussed Fried Frank’s preliminary antitrust and CFIUS analysis in connection with a potential transaction with Wieland. Fried Frank then provided an overview of anticipated issues to resolve during the negotiations of a definitive transaction agreement. The board and management, in consultation with the advisors discussed their view that $44.00 per share represented Wieland’s best and final offer, based on the discussions with and feedback from Wieland to date. The board discussed their view that $44.00 per share represented a highly attractive proposal for GBC’s stockholders, particularly compared to GBC’s standalone valuation and prospects. The board further discussed its desire to seek a “go shop” provision in a definitive

35

TABLE OF CONTENTS

merger agreement to provide GBC with the ability to affirmatively solicit potential superior proposals. Following discussion, and acknowledging that it had not made a decision to sell or enter into an agreement to sell GBC, the board instructed management and Fried Frank to proceed to negotiate definitive documentation with Wieland for the board’s review.

Later on March 19, 2019, Mr. Wasz, at the direction of the board, informed Mr. Mayr that the board was prepared to negotiate a definitive merger agreement based on a $44.00 per share price and Wieland’s simultaneous completion of its due diligence investigation. That evening, Fried Frank and GBC provided Wieland with an initial draft merger agreement, which included, among other provisions, (i) a bifurcated termination fee of 1.5% and 3% of GBC’s fully diluted equity value payable to Wieland in connection with accepting a superior proposal from a go shop bidder and non-go shop bidder, respectively, no termination fee payable by Wieland in the event that the parties could not complete the transaction due to a failure to obtain antitrust approvals, a 3% termination fee based on equity value payable by Wieland in the event CFIUS approval was not obtained, and (ii) a forty five day go-shop period.

On March 20, 2019, Mr. Wasz contacted Mr. Mayr to discuss Wieland’s due diligence investigation and process concerning the proposed transaction.

On March 23, 2019, a representative of Wieland provided to a representative of GBC with a revised draft of the merger agreement, which, among other provisions, (i) included a termination fee of 4% of GBC’s fully diluted equity value payable to Wieland in connection with accepting a superior proposal from a go shop bidder and non-go shop bidder, respectively, and no termination fee payable by Wieland in the event that the parties could not complete the transaction due to a failure to obtain CFIUS approval, (ii) removed the go-shop period and (iii) included a deemed material adverse effect as a result of liabilities or losses exceeding $8 million in the aggregate arising out of or related to breaches of the representations and warranties made by the Company in the merger agreement.

From March 25, 2019 to March 29, 2019, Mr. Wasz and Mr. Mayr engaged in a series of calls to discuss certain open issues in the merger agreement, including among other things, the concept of material adverse effect, the go-shop period, and provisions surrounding regulatory approval.

On March 28, 2019, representatives of GBC management, Wieland management, Fried Frank and Ropes & Gray held a conference call to discuss Wieland’s due diligence investigation.

Later on March 28, 2019, Fried Frank, on behalf of GBC, provided Ropes & Gray with a revised draft of the merger agreement, which included among other provisions, (i) a bifurcated termination fee of 2% and 4% of GBC’s fully diluted equity value payable to Wieland in connection with accepting a superior proposal from a go shop bidder and non-go shop bidder, respectively, and a 3% termination fee payable by Wieland in the event CFIUS approval was not obtained, and (ii) a forty five day go-shop period.

On April 1, 2019, representatives of GBC management, Wieland management, Fried Frank and Ropes & Gray met in person in New York City to discuss the merger agreement. Late that evening, Ropes & Gray, on behalf of Wieland, provided Fried Frank with a revised draft of the merger agreement, which among other provisions, (i) included a bifurcated termination fee of 2% and 4% of GBC’s fully diluted equity value payable to Wieland in connection with accepting a superior proposal from a go shop bidder and non-go shop bidder, respectively, and deleted the termination fee payable by Wieland in the event that the parties could not complete the transaction due to a failure to obtain CFIUS approval, (ii) proposed a thirty day go-shop period and (iii) introduced a condition that GBC reduce its indebtedness to a prescribed level five business days prior to effecting the merger.

On April 2, 2019 representatives of GBC management, Wieland management, Fried Frank and Ropes & Gray met in person again to negotiate the merger agreement. Late that evening, representatives of Ropes & Gray, on behalf of Wieland, provided Fried Frank with an additional interim revised draft of the merger agreement.

On April 3, 2019, the board held a special meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. During the meeting, Mr. Wasz updated the board on the negotiations that had taken place on April 1 and April 2 and identified two principal issues that remained outstanding: (i) the inclusion of a termination fee in the event the parties were unable to obtain CFIUS approval and (ii) the actions Wieland would need to take to obtain regulatory approval. The board provided management and the advisors with direction on how to resolve the remaining open items.

36

TABLE OF CONTENTS

 On April 4, 2019, Fried Frank, on behalf of GBC, provided Ropes & Gray with a revised draft of the merger agreement, which among other provisions, (i) accepted the bifurcated termination fee of 2% and 4%, as described in the section of this proxy statement entitled “The Merger Agreement — Company Termination Fee” beginning on page 85, and accepted the deletion of the termination fee payable in connection with a failure to obtain CFIUS approval, (ii) accepted the proposed thirty day go-shop period, (iii) deleted the condition that GBC reduce its indebtedness to a prescribed level five business days prior to effecting the merger and (iv) revised the provisions regarding Wieland’s efforts in connection with obtaining regulatory approval to reflect those discussed by GBC in the April 2, 2019 meeting.

On April 5, 2019, the board held a special meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. The board discussed the status of the negotiations concerning the merger agreement.

On April 5, 2019 and April 6, 2019, representatives of Fried Frank and Ropes & Gray negotiated additional issues in the merger agreement, following which Ropes & Gray and Fried Frank exchanged revised drafts of the merger agreement to resolve all remaining open points.

On April 9, 2019, the board held a special meeting with representatives of GBC’s senior management, J.P. Morgan and Fried Frank in attendance at the invitation of the board. Representatives from Fried Frank discussed with the board the fiduciary duties of directors in connection with evaluating a sale of GBC and the terms of the merger agreement. Representatives of J.P. Morgan reviewed with the board J.P. Morgan’s financial analysis of the merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated April 9, 2019, to the board that, as of such date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in J.P. Morgan’s opinion, the consideration to be paid to the holders of shares of the Company common stock in the proposed merger was fair, from a financial point of view, to such stockholders, as more fully described in the section of this proxy statement entitled “The Merger – Opinion of the Company’s Financial Advisor”. The board discussed the merits and considerations of the potential transaction, including those described in the section of this proxy statement entitled “The Merger — Reasons for the Merger; Recommendation of the Company Board of Directors”. After discussing the proposed transaction and considering the presentations by Fried Frank and J.P. Morgan, the board unanimously (i) approved, adopted and declared the advisability of the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable and in the best interest of GBC and the holders of shares of common stock, (iii) directed that the adoption of the merger agreement be submitted for consideration by GBC’s stockholders at the stockholders meeting, and (iv) resolved to recommend that GBC’s stockholders adopt the merger agreement and give the stockholder approval, subject to the terms and conditions of the merger agreement.

On April 10, 2019, GBC issued a press release announcing the execution of the merger agreement.

After the execution and delivery of the merger agreement and until 11:59 p.m. (New York time) on May 9, 2019, GBC, its subsidiaries and their respective representatives were permitted under the merger agreement to initiate, solicit and encourage any inquiries with respect to the making of acquisition proposals, provide non-public information to, and engage in discussions or negotiations with, third parties in respect of acquisition proposals. At the direction of the board, J.P. Morgan reached out to seven potential counterparties (all of which are strategic buyers) and, referencing publicly available information, inquired whether they would be interested in making a proposal to acquire GBC and to engage with GBC during the go-shop period. Out of these seven potential counterparties, four of the parties indicated that they were not interested in pursuing further discussions regarding a transaction, one party indicated that it was reviewing the opportunity, but subsequently elected not to submit an indication of interest, and two of the parties did not respond. Since the date the merger agreement was announced through the filing of this proxy statement, no person has made a proposal to acquire GBC or requested non-public information to facilitate their making an acquisition proposal. As described in the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”, the go-shop period has expired.

Reasons for the Merger; Recommendation of the Company Board of Directors

The Company board, with the assistance of members of the Company’s management team and the Company’s legal and financial advisors, evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Company board has unanimously (i) determined that the merger

37

TABLE OF CONTENTS

agreement and the transactions contemplated by the merger agreement, including the merger, are in the best interests of the Company and its stockholders and (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger. Accordingly, on April 9, 2019, the Company board unanimously directed that the adoption of the merger agreement be submitted for consideration by the Company’s stockholders at the stockholders’ meeting and resolved to recommend that the Company’s stockholders adopt the merger agreement.

In the course of reaching its recommendation, the Company board considered a number of factors relating to the merger agreement and the merger, each of which the Company board believed supported its decision, including the following:

Highly Attractive Value. The Company board believed the $44.00 per share cash consideration provides stockholders with highly attractive certain (as to quantum of value), and compelling value for their shares of the Company common stock. The Company board considered the current and historical market prices of the Company common stock, including the market performance of the common stock, in light of current industry conditions, the competitive landscape and other factors. The Company board noted that the merger consideration of $44.00 per share in cash represents a substantial premium to the Company’s stock price across various measurement dates, including an approximately 36% premium to the Company’s twelve month average closing price and an approximately 27% premium to the Company’s closing price as of April 9, 2019, the last trading day prior to the announcement of the merger agreement. The Company board noted that the merger consideration represents an implied multiple of 9.8x the Company’s trailing twelve months EBITDA and 9.8x 2019 estimated EBITDA. The Company board also was aware that the merger consideration represents an approximate 12.7% premium to the Company’s highest stock price in the last fifty-two weeks. The Company board further considered the merger consideration in light of the current environment in the industries, sectors and markets in which the Company operates, including but not limited to certain risk factors detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 28, 2019.

Best Alternative for Maximizing Stockholder Value and Prior Outreach to Potential Bidders. The Company board considered that entering into the merger agreement was, in the Company board’s view, more favorable to the Company’s stockholders than the other alternatives reasonably available to the Company, including the continued operation of the Company on a standalone basis, in light of a number of factors, including:

The Company board’s assessment of the Company’s business, operations, assets, financial condition, results of operation, plans and prospects, its competitive position and historical and projected financial performance, and the nature of the industries in which the Company operates, including recent industry trends and changing competitive dynamics;
The Company board’s assessment of industry-wide and company-specific challenges and headwinds, which could affect the Company’s execution of its business plan, which challenges and headwinds include, among others, the ability to increase the Company’s stock price from underlying earnings growth in an environment which is more susceptible to a recession, the potential effect of tariffs on competition from foreign enterprises, the impact on demand for the Company’s products due to increased imports of copper and brass parts and fittings, the ability to continually achieve productivity improvements and cost reductions in the Company’s operations given the law of diminishing returns, the ability to acquire businesses at an attractive price and integrate them into the Company’s operations, the dependence of the Company’s volumes on market factors beyond the Company’s control, including in the automotive, building and housing, and munitions markets, and the impact of rising interest rates on the building and housing market and such impact’s effect on the demand for the Company’s products.
The Company board’s belief that stockholder value would be maximized by entering into and/or consummating the merger;
The anticipated performance of the Company and the Company common stock on a standalone basis, based on management estimates and adjusted for different scenarios, and the risks and uncertainties of continuing on a standalone basis as an independent public company;

38

TABLE OF CONTENTS

The Company board’s consideration of the potential strategic alternatives reasonably available to the Company, the directors’ assessment and management’s views of the industry landscape, industry participants and potential counterparties;
The fact that no parties other than Parent Holdco has made a proposal at this time to acquire the Company or pursue a strategic combination with the Company;
The availability of a go-shop provision to the Company that the Company could use to solicit other bids;
The Company board’s view that a key reason why Parent Holdco was willing to offer merger consideration of $44.00 per share to the Company’s stockholders was because of the strategic nature of the proposed transaction for Parent Holdco;
The course and history of competitive negotiations between the Company and Parent Holdco and its affiliates, as described in the section of this proxy statement entitled “The Merger — Background of the Merger,” including the fact that the Company board did not accept the initial price range between $39.00 and $41.00 proposed by Parent Holdco and did not determine to enter into a merger agreement with Parent Holdco until such offer had been increased to $44.00 per share, together with the Company board’s belief that it had obtained Parent Holdco’s best and final offer after multiple rounds of negotiations and that it was unlikely that any other party would be willing to acquire the Company at a higher price, with the understanding that the Company negotiated the ability in the merger agreement to seek such a higher price post-signing if an interested counterparty emerged (subject to compliance with the merger agreement);
The Company board’s belief that, if triggered, the termination fee payable by the Company to Parent Holdco is reasonable and consistent with fees payable in comparable transactions and would not be likely to preclude another party from making a competing proposal; and
The Company board’s belief that the terms of the merger agreement, taken as a whole, are reasonable.

Greater Certainty of Value. The Company board considered that the per share merger consideration is a fixed all-cash amount, thereby providing the Company’s stockholders with certainty of value and liquidity for their shares upon the closing of the merger, especially when viewed against the risks and uncertainties inherent in the Company’s business, including potential risks associated with the Company’s standalone strategy in light of recent industry trends, changing competitive dynamics and risks relating to the execution of management’s standalone plan.

Opinion of the Company’s Financial Advisor. The Company board considered the opinion of J.P. Morgan, dated as of April 9, 2019, to the Company board that, as of such date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in its opinion, the merger consideration to be paid to the holders of shares of the Company common stock in the proposed merger was fair, from a financial point of view, to such stockholders, as more fully described in the section entitled “The Merger — Opinion of the Company’s Financial Advisor.”

Likelihood of Completion. The Company board considered the likelihood that the merger would be completed, in light of, among other things:

The commitment of Parent Holdco, Parent and Merger Sub in the merger agreement to use reasonable best efforts to complete the merger as soon as practicable, including cooperating to obtain required regulatory clearances and defending against any lawsuits challenging the merger subject to certain limitations;
The transaction having a termination date of December 31, 2019, subject to the automatic extension of the termination date until March 31, 2020 if certain conditions of each party to effect the merger (as described in the first section of the sections of this proxy statement entitled “Conditions to Completion of the Merger”) are not satisfied;
The restrictions on Parent Holdco and its subsidiaries from acquiring or entering into any business arrangements that could impose a material delay in the obtaining of, or increase the risk of not obtaining, approval under any regulatory laws necessary to consummate the merger;

39

TABLE OF CONTENTS

Parent Holdco’s having entered into a credit facility concurrent with signing that provides for the financing of the merger consideration and its representation in the merger agreement that it has, and will have as of the Effective Time, available sufficient cash or other sources of funds necessary to enable Parent Holdco or Parent to pay the aggregate Merger Consideration; and
The conditions to closing contained in the merger agreement, which are limited in number and scope, and which, in the case of the condition related to the accuracy of the Company’s representations and warranties, are generally subject to certain materiality or material adverse effect qualifiers.

Right and Opportunity to Solicit and Receive Higher Offers and Alternative Proposals, to Terminate the Merger Agreement to Accept a Superior Proposal and to Change its Recommendation. The Company board considered the Company’s rights under the merger agreement to solicit higher offers and alternative proposals during the go-shop period, and to consider, negotiate and accept certain higher offers and alternative proposals (provided the Company complies with the various provisions of the merger agreement) thereafter, including:

The Company’s right to solicit offers with respect to acquisition proposals during a thirty day go-shop period (plus additional fifteen day period to continue negotiating alternative proposals furnished during the go-shop period with any excluded party) and to terminate the merger agreement to enter into an agreement with respect to a superior proposal during the go-shop period, subject to Parent’s right to receive payment of a termination fee of $19,976,267 (see the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”);
The Company’s right, after the end of the go-shop period and prior to the time the Company’s stockholders approve the proposal to adopt the merger agreement, to respond to, provide information in response to, and negotiate with respect to, certain unsolicited acquisition proposals and, subject to Parent Holdco’s right to receive payment of a termination fee of $39,952,535, to enter into a definitive agreement relating to a superior proposal in specified circumstances (see the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”);
The fact that as of the date of this proxy statement, since the date of the merger agreement, no person has made a proposal to acquire the Company; and
The Company board’s rights to change its recommendation to stockholders under the circumstances specified in the merger agreement, including subject to the circumstances described in the merger agreement, in connection with a superior proposal or an intervening event (see the section of this proxy statement entitled “The Merger Agreement — Acquisition Proposals; No Solicitation”).

Opportunity for the Company’s Stockholders to Vote. The Company board also considered the fact that the merger would be subject to the approval of the Company’s stockholders, and the Company’s stockholders would be free to evaluate the merger and vote for or against the adoption of the merger agreement at the Company stockholders’ meeting.

Availability of Appraisal Rights. The Company board also considered the availability of appraisal rights under Delaware law to holders of shares of the Company common stock who do not vote in favor of the adoption of the merger agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have a Delaware court determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the merger agreement.

In the course of reaching its recommendation, the Company board also considered certain risks and potentially negative factors relating to the merger agreement and the merger, including:

That the Company’s stockholders will have no ongoing equity participation in the Company following the merger, and that such stockholders will therefore cease to participate in the Company’s future earnings or growth, if any, or to benefit from increases, if any, in the value of the Company common stock following the merger;
The provisions of the merger agreement that restrict the Company’s ability, following the go-shop period, to solicit or participate in discussions or negotiations regarding acquisition proposals, in each case, subject to certain exceptions, and that restrict the Company from terminating the merger agreement to enter into alternative acquisition agreements;

40

TABLE OF CONTENTS

The possibility that the merger is not completed in a timely manner or at all for any reason, as well as the risks and costs to the Company if the merger is not completed or if there is uncertainty regarding the likelihood, timing or effects of completion of the merger, including uncertainty as to the effect of the merger on the Company’s employees, customers, suppliers, vendors, advertisers, distributors, partners and other third parties, which could impair the Company’s ability to attract, retain and motivate key personnel and could cause third parties to seek to terminate, change or not enter into business relationships with the Company, as well as the risk of management distraction from ongoing business operations as a result of the merger, and the effect on the trading price of the Company common stock if the merger agreement is terminated or the merger is not completed for any reason;
That, in connection with certain regulatory laws or with obtaining CFIUS approval, Parent Holdco, the Company, and their respective subsidiaries are not required or permitted to propose, negotiate, commit, effect or agree to, by consent decree, hold separate order or otherwise, the sale, divesture, transfer, or other disposition of, holding separate (through the establishment of a trust or otherwise) of, or exclusive license of, or action that would prohibit such person’s ability to hold or retain, any of such person’s or its affiliates’ assets, properties, product lines, products, operations, services, businesses or equity interests or other investments held by such person in any other person, or the forced sale, transfer or disposition by an investor of its direct or indirect investment in such person or their respective subsidiaries or affiliates, taken as a whole (see the sections of this proxy statement entitled “The Merger Agreement — Antitrust Matters” and “The Merger Agreement — CFIUS and ITAR Matters”);
That, in connection with certain regulatory laws, Parent Holdco, the Company, and their respective subsidiaries are not obligated to agree to any behavioral limitations, conduct restrictions or conduct commitments with respect to the business of the Company and its subsidiaries, including the creation, change, modification or termination of business relationships, contractual rights, course of conduct or related conduct obligations or the business relationships with customers and/or suppliers, including any behavioral or conduct action that limits the freedom of action with respect to the business of the Company and its subsidiaries, if the effect of such conduct remedies would or would reasonably be expected to be material and adverse, on the Company and its subsidiaries, taken as a whole; and the parties are not obligated to agree to such conduct remedies with respect to any of the assets, properties, businesses, services, products, operations or product lines of any member of the parent group (see the section of this proxy statement entitled “The Merger Agreement — Antitrust Matters”);
That, in connection with obtaining CFIUS approval, Parent Holdco, the Company, and their respective subsidiaries are not obligated to agree to any behavioral limitations, conduct restrictions or conduct commitments with respect to the business of the Company and its subsidiaries, including the creation, change, modification or termination of business relationships, contractual rights, course of conduct or related conduct obligations or the business relationships with customers and/or suppliers, including any behavioral or conduct action that limits the freedom of action with respect to the business of the Company and its subsidiaries, if the effect of such conduct remedies would reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, taken as a whole; and the parties are not obligated to agree to such conduct remedies with respect of Parent Holdco and its subsidiaries that would reasonably be expected to have a material adverse effect on Parent Holdco and its subsidiaries, taken as a whole (see the section of this proxy statement entitled “The Merger Agreement — CFIUS and ITAR Matters”);
The merger agreement’s restrictions on the conduct of the Company’s business before completion of the merger, generally requiring the Company to conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use commercially reasonable efforts to preserve its business organization intact in all material respects and maintain relations in all material respects with its employees, unions, key customers and suppliers with whom the Company and its subsidiaries have significant business relationships and prohibiting the Company from taking specified actions, which could delay or prevent the Company from undertaking certain business opportunities that arise pending completion of the merger (see the section of this proxy statement entitled “The Merger Agreement — Conduct of Business Pending the Merger”);

41

TABLE OF CONTENTS

The possibility that the Company could be required under the terms of the merger agreement to pay a termination fee of $19,976,267 under certain circumstances during the go-shop period or prior to the cut-off time, or $39,952,535 after the go-shop period (as more fully described in the section of this proxy statement entitled “The Merger Agreement — Company Termination Fee”), and that such termination fee could discourage other potential bidders from making a competing bid to acquire the Company;
That the transaction having a termination date of December 31, 2019, subject to the automatic extension of the termination date until March 31, 2020 if certain conditions of each party to effect the merger have not been satisfied, means that it is possible that the Company’s stockholders could be asked to vote on approving the merger agreement well in advance of the completion of the transaction, depending on when the transaction closes;
That the receipt of cash by the Company’s stockholders in exchange for their shares of common stock pursuant to the merger will be a taxable transaction to the Company’s stockholders for U.S. federal income tax purposes (see the section of this proxy statement entitled “The Merger — Material U.S. Federal Income Tax Consequences of the Merger”); and
That some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s stockholders generally (see the section of this proxy statement entitled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger”).

The foregoing discussion of the information and factors considered by the Company board includes the material factors considered by the Company board but is not intended to be exhaustive and does not necessarily include all of the factors considered by the Company board. In view of the complexity and variety of factors considered in connection with its evaluation of the merger agreement and the merger, the Company board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements.”

The Company board has unanimously determined that the merger is in the best interests of, the Company and its stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, directed that the adoption of the merger agreement be submitted for consideration by the Company’s stockholders at the special meeting and resolved to recommend that the Company’s stockholders adopt the merger agreement.

Certain Company Unaudited Financial Forecasts

GBC’s management annually prepares, in the ordinary course of its business, an internal, three-year non-public, unaudited financial forecast. Most recently, in January 2019, GBC’s management prepared such forecasts for the fiscal years ending December 31, 2019 to 2021. In connection with GBC’s consideration of the potential merger, in February 2019, GBC’s management extrapolated such non-public, unaudited financial forecasts for fiscal years ending December 31, 2022 and 2023 (together with such non-public, unaudited financial forecasts for the fiscal years ending December 31, 2019 through 2021, referred to in this proxy statement as the “strategic plan forecast”). GBC’s ordinary-course methodology for preparing such forecasts is to include assumptions for the then-current fiscal year that GBC’s management believes likely can be achieved and to include more optimistic assumptions in subsequent years. At the time the strategic plan forecast was prepared for the fiscal year ending December 31, 2019, the strategic plan forecast included assumptions for fiscal year 2019 that GBC’s management believed to be achievable and more optimistic assumptions for fiscal years ending December 31, 2020 through 2023, including, among other things, the expectation that there is no recession in the markets in which GBC operates, GBC experiences no significant increase in competition, GBC’s proposed initiatives will meet or exceed their stated goals, GBC is able to offset inflationary cost increases with cost savings in other areas, GBC’s capital expenditures occur as planned and yield anticipated benefits, GBC meets or exceeds its productivity initiatives and there is no impact from fluctuations in commodity prices.

In February 2019, in connection with GBC’s consideration of the potential merger, GBC’s management prepared a risk-adjusted forecast for the fiscal years ending December 31, 2019 through 2023 (referred to in this

42

TABLE OF CONTENTS

proxy statement as the “risk adjusted case forecast”). The risk adjusted case forecast included the same projections for fiscal year ending December 31, 2019 as were included in the strategic plan forecast and included a set of assumptions for fiscal years ending December 31, 2020 through 2023 that management believes are more likely to be achieved than those included in the strategic plan forecast. Both the strategic plan forecast and the risk adjusted case forecast were provided to (a) the board to assist it in evaluating the potential merger and various strategic alternatives potentially available to the Company, including remaining a standalone company, and (b) J.P. Morgan and were approved by the board for J.P. Morgan’s use and reliance in connection with its financial analyses and in rendering its fairness opinion as described in the section of this proxy statement entitled “The Merger — Opinion of the Company’s Financial Advisor”.

In addition, also in February 2019, in connection with Wieland’s due diligence investigation and consideration and evaluation of the merger, GBC’s management prepared and provided to Wieland a non-public, unaudited financial forecast for the fiscal year ending December 31, 2019 (referred to in this proxy statement as the “Wieland forecast”). The Wieland forecast was based off the strategic plan forecast, actual results for January 2019 and the then-current expectations of GBC’s business in February 2019. The risk adjusted case forecast, the strategic plan forecast and the Wieland forecast are hereinafter referred to as the “GBC forecasts.”

Except for annual guidance regarding certain financial and non-financial amounts, GBC does not as a matter of course make public forecasts as to future performance, and is especially wary of making forecasts for extended periods, given, among other reasons, the inherent difficulty of predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, GBC is including in this proxy statement a summary of certain limited unaudited prospective financial information for GBC on a standalone basis, without giving effect to the merger, solely because such financial information was utilized and made available as described above. The inclusion of the GBC forecasts should not be regarded as an indication that the board, GBC or its management or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or necessarily predictive of actual future results, and they should not be relied on as such.

The GBC forecasts and the underlying assumptions upon which the GBC forecasts were based are subjective in many respects, and subject to multiple interpretations and frequent revisions and based on actual experience and business developments. The GBC forecasts, while presented with numerical specificity, reflect numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond GBC’s control. The GBC forecasts constitute forward-looking statements. Multiple factors, including those described in the section of this proxy statement entitled “Cautionary Statement Concerning Forward-Looking Statements,” could cause the GBC forecasts or the underlying assumptions to not be realized. As a result, there can be no assurance that the GBC forecasts will be realized or that actual results will not be significantly higher or lower than projected. The GBC forecasts do not take into account any circumstances or events occurring after the date on which they were prepared, including the merger. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the GBC forecasts will be achieved. As a result, the inclusion of the GBC forecasts in this proxy statement does not constitute an admission or representation by GBC or any other person that the information is material. GBC made no representation to Wieland or any investor in or stockholder of Wieland or GBC, in the merger agreement or otherwise, concerning the GBC forecasts. The summary of the GBC forecasts is not provided to influence GBC stockholders’ decisions regarding whether to vote for the merger proposal or any other proposal. The GBC forecasts should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in GBC’s public filings with the SEC.

The GBC forecasts were not prepared with a view toward public disclosure or toward compliance with United States generally accepted accounting principles (referred to in this proxy statement as “GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, GBC’s management. PricewaterhouseCoopers LLP, GBC’s independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or

43

TABLE OF CONTENTS

any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to GBC’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

The Risk Adjusted Case Forecast

The following is a summary of the risk adjusted case forecast:

 
Fiscal Year Ended December 31,
($ in millions)
2019
2020
2021
2022
2023
Total adjusted revenue(1)
$
643
 
$
665
 
$
675
 
$
685
 
$
695
 
% Growth
 
4.4
%
 
3.4
%
 
1.5
%
 
1.5
%
 
1.5
%
EBITDA
$
128
 
$
133
 
$
138
 
$
140
 
$
142
 
% Margin(2)
 
19.9
%
 
20.0
%
 
20.4
%
 
20.4
%
 
20.4
%
EBIT
$
104
 
$
105
 
$
105
 
$
105
 
$
106
 
% Margin(3)
 
16.1
%
 
15.7
%
 
15.5
%
 
15.4
%
 
15.2
%
CapEx
$
42
 
$
50
 
$
36
 
$
36
 
$
37
 
Unlevered Free Cash Flow(4)
$
85
 
$
52
 
$
73
 
$
74
 
$
76
 
(1)Represents GAAP net revenue less the cost of metal included within cost of goods sold.
(2)Represents EBITDA divided by total adjusted revenue. EBITDA is GAAP net income attributable to Global Brass and Copper Holdings, Inc. adjusted to exclude, if applicable: (i) interest expense, net, (ii) provision for incomes taxes, and (iii) depreciation and amortization.
(3)Represents EBIT divided by total adjusted revenue. EBIT is GAAP net income attributable to Global Brass and Copper Holdings, Inc. adjusted to exclude, if applicable: (i) interest expense, net and (ii) provision for incomes taxes.
(4)Represents GAAP EBIT tax-effected at 26% plus depreciation and amortization expense, less capital expenditures, and plus or minus the decrease or increase, as applicable, in working capital excluding net debt amounts.

The Strategic Plan Forecast

The following is a summary of the strategic plan forecast:

 
Fiscal Year Ended December 31,
($ in millions)
2019
2020
2021
2022
2023
Total adjusted revenue(1)
$
643
 
$
681
 
$
721
 
$
749
 
$
764
 
% Growth
 
4.4
%
 
5.8
%
 
5.9
%
 
3.9
%
 
2.0
%
EBITDA
$
128
 
$
137
 
$
152
 
$
158
 
$
161
 
% Margin(2)
 
19.9
%
 
20.2
%
 
21.1
%
 
21.1
%
 
21.1
%
EBIT
$
104
 
$
109
 
$
118
 
$
122
 
$
124
 
% Margin(3)
 
16.1
%
 
16.0
%
 
16.4
%
 
16.3
%
 
16.2
%
CapEx
$
42
 
$
50
 
$
36
 
$
37
 
$
38
 
Unlevered Free Cash Flow(4)
$
85
 
$
52
 
$
77
 
$
83
 
$
88
 
(1)Represents GAAP net revenue less the cost of metal included within cost of goods sold.
(2)Represents EBITDA divided by total adjusted revenue. EBITDA is GAAP net income attributable to Global Brass and Copper Holdings, Inc. adjusted to exclude, if applicable: (i) interest expense, net, (ii) provision for incomes taxes, and (iii) depreciation and amortization.
(3)Represents EBIT divided by total adjusted revenue. EBIT is GAAP net income attributable to Global Brass and Copper Holdings, Inc. adjusted to exclude, if applicable: (i) interest expense, net and (ii) provision for incomes taxes.
(4)Represents GAAP EBIT tax-effected at 26% plus depreciation and amortization expense, less capital expenditures, and plus or minus the decrease or increase, as applicable, in working capital excluding net debt amounts.

44

TABLE OF CONTENTS

The Wieland Forecast

The following is a summary of the Wieland forecast:

 
Fiscal Year Ended
December 31,
($ in millions)
2019
Total adjusted revenue(1)
$
657
 
EBITDA
$
129
 
% Margin(2)
 
20.0
%
CapEx
$
42
 
Current Assets
$
554
 
Total Assets
$
747
 
Current Liabilities
$
156
 
Total Long-term Liabilities
$
344
 
Cash provided by operating activities
$
122
 
Cash used by investing activities
$
(42
)
(1)Represents GAAP net revenue less the cost of metal included within cost of goods sold.
(2)Represents EBITDA divided by total adjusted revenue. EBITDA is GAAP net income attributable to Global Brass and Copper Holdings, Inc. adjusted to exclude, if applicable: (i) interest expense, net, (ii) provision for incomes taxes, and (iii) depreciation and amortization.

The GBC forecasts do not take into account the possible financial and other effects on GBC of the merger and do not attempt to predict or suggest future results following the merger. The GBC forecasts do not give effect to the merger, including the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with completing the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect on GBC of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the GBC forecasts do not take into account the effect on GBC of any possible failure of the merger to occur.

As noted above, the GBC forecasts include the following “non-GAAP financial measures”: Total adjusted revenue, EBITDA margin, and EBIT margin. The definitions for these non-GAAP financial measures are set forth above. Financial measures provided to a board of directors, financial advisor, or bidder with respect to a business combination transaction in the circumstances described above are excluded from the definition of non-GAAP financial measures for purposes of SEC rules and, therefore, are not subject to SEC rules that would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of the non-GAAP financial measures in the GBC forecasts were not prepared by the Company prior to the execution of the merger agreement and were therefore not provided to or relied upon by the board or J.P. Morgan in connection with the merger. Accordingly, a reconciliation is not provided of the non-GAAP financial measures included in the GBC forecasts to the relevant GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude items, including charges and credits that are required to be included in a GAAP presentation. The Company also does not currently have sufficient data to estimate the variables and individual adjustments for such reconciliation, including normal variability in tax expense, equity compensation, and severance and related costs for future periods. The Company is unable to quantify the probable significance of these items at this time. Thus, the adjustments required for any such reconciliation of GBC’s forward-looking non-GAAP financial measures cannot be forecast with certainty by GBC.

For the foregoing reasons, and considering that the special meeting will be held several months after the GBC forecasts were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the GBC forecasts set forth above. No one

45

TABLE OF CONTENTS

has made or makes any representation to any investor or stockholder regarding the information included in the GBC forecasts. GBC urges all GBC stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

In addition, the GBC forecasts have not been updated or revised to reflect information or results after the date the GBC forecasts were prepared or as of date of this proxy statement, and except as required by applicable securities laws, GBC does not intend to update or otherwise revise the GBC forecasts or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown not to be appropriate.

Opinion of the Company’s Financial Advisor

Pursuant to an engagement letter dated March 16, 2019, the Company retained J.P. Morgan as its financial advisor in connection with the proposed merger.

At the meeting of the Company board on April 9, 2019, J.P. Morgan rendered its opinion to the Company board that, as of such date and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in its opinion, the consideration to be paid to the holders of shares of the Company common stock in the proposed merger was fair, from a financial point of view, to such stockholders.

The full text of the written opinion of J.P. Morgan, dated as of April 9, 2019, which sets forth the assumptions made, matters considered and limitations and qualifications on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The Company’s stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Company board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the merger consideration to be paid to the holders of the Company common stock in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the proposed merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of the Company as to how such stockholder should vote with respect to the proposed merger or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

reviewed a draft dated April 8, 2019 of the merger agreement;
reviewed certain publicly available business and financial information concerning the Company and the industries in which it operates;
compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;
compared the financial and operating performance of the Company with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Company common stock and certain publicly traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the management of the Company relating to its business, including the strategic plan forecast and the risk adjusted case forecast; and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of the Company with respect to certain aspects of the merger, and the past and current business operations of the Company, the financial condition and future prospects and operations of the Company, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

46

TABLE OF CONTENTS

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by the Company or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with the Company, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of the Company or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of the Company to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement, and that the definitive merger agreement will not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by the Company, Parent and Merger Sub in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to the Company with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the Company or on the contemplated benefits of the merger.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of shares of the Company common stock in the proposed merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration to be paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of the Company or as to the underlying decision by the Company to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the consideration to be paid to the holders of shares of the Company common stock in the merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the Company common stock will trade at any future time.

At the time that J.P. Morgan rendered its opinion, J.P. Morgan was not authorized to and had not solicited any expressions of interest from any other parties with respect to the sale of all or any part of the Company or any other alternative transaction.

The terms of the merger agreement were determined through arm’s length negotiations between the Company and Parent, and the decision to enter into the merger agreement was solely that of the Company board. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Company board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Company board or management with respect to the proposed merger or the consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Company board on April 9, 2019 and in the financial analyses contained in the presentation delivered to the Company board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses undertaken by J.P. Morgan in connection with rendering such opinion and contained in such presentation, and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

47

TABLE OF CONTENTS

Public Trading Multiples

Using publicly available information, J.P. Morgan compared selected financial data of the Company with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to the Company. The companies selected by J.P. Morgan were:

Aurubis AG
Kaiser Aluminum Corporation
Materion Corp.
Reliance Steel & Aluminum Co.
Worthington Industries
Ryerson Holding Corporation
Olympic Steel, Inc.

J.P. Morgan calculated and compared various financial multiples and ratios based on public filings with the SEC, equity analyst research reports, FactSet market prices and other publicly available information as of April 3, 2019 for each of the selected companies listed above and for the Company. Using publicly available information, J.P. Morgan calculated, for each selected company, the ratio of such company’s firm value (adjusted for after-tax underfunded pension costs) (referred to in this proxy statement as “Adjusted FV”) to the equity research analyst consensus estimate for such company’s Adjusted EBITDA (defined as earnings before interest, taxes, depreciation and amortization, and adjusted for non-service pension costs), for the fiscal year ended December 31, 2019 (referred to in this proxy statement as “Adjusted FV/2019E Adjusted EBITDA”) and the ratio of such company’s Adjusted FV to the equity research analyst consensus estimate for the company’s estimated Adjusted EBITDA for the fiscal year ended December 31, 2020 (referred to in this proxy statement as “Adjusted FV/2020E Adjusted EBITDA”). The following table represents the results of this analysis for each of the selected companies:

 
Adjusted FV/2019E
Adjusted EBITDA
Adjusted FV/2020
Adjusted EBITDA
Specialty Metals
 
 
 
 
 
 
Aurubis AG
 
6.0x
 
 
5.7x
 
Kaiser Aluminum Corporation
 
9.0x
 
 
8.4x
 
Materion Corp.
 
7.9x
 
 
7.5x
 
Processors & Distributors
 
 
 
 
 
 
Reliance Steel & Aluminum Co.
 
7.8x
 
 
8.2x
 
Worthington Industries
 
7.8x
 
 
7.5x
 
Ryerson Holding Corporation
 
7.1x
 
 
6.7x
 
Olympic Steel, Inc.
 
8.9x
 
 
6.9x
 

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 7.0x to 8.5x for Adjusted FV/2019E Adjusted EBITDA and a multiple reference range of 6.5x to 8.0x for Adjusted FV/2020E Adjusted EBITDA.

48

TABLE OF CONTENTS

After applying these ranges to the Company’s estimated Adjusted EBITDA for the fiscal years ended December 31, 2019 and December 31, 2020 based on each of the strategic plan forecast and the risk adjusted case forecast (each as more fully described below under the section entitled “The Merger - Certain Company Unaudited Financial Forecasts”), the analysis indicated the following ranges of implied equity value per share for the Company common stock, rounded to the nearest $0.10:

 
Implied Equity
Value Per Share
(based on the strategic plan forecast)
Implied Equity
Value Per Share
(based on the risk adjusted case forecast)
 
Low
High
Low
High
Adjusted FV/2019E Adjusted EBITDA
$
31.70
 
$
40.20
 
$
31.70
 
$
40.20
 
Adjusted FV/2020E Adjusted EBITDA
$
31.60
 
$
40.70
 
$
30.40
 
$
39.30
 

The ranges of implied equity value per share were compared to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

Selected Transaction Analysis

Using publicly available information, J.P. Morgan reviewed selected transactions involving businesses that, for purposes of J.P. Morgan’s analysis and based on its experience and professional judgment, were considered similar to the Company’s business. Specifically, J.P. Morgan reviewed the transactions set forth in the below table involving companies in the metals processing industry.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the ratio of the target company’s firm value implied by the consideration paid in such transaction to the target company’s EBITDA for the twelve calendar-month period (referred to in this proxy statement as “LTM”) prior to announcement of the applicable transaction (referred to in this proxy statement as “FV/LTM EBITDA”). The following table represents the results of this analysis for each of the selected transactions:

Target
Acquiror
Month/Year
Announced
FV/LTM
EBITDA(1)
Metal Producers
 
 
 
 
 
 
 
 
 
KME AG (Brass Rods)
Zhejiang Hailiang
January 2019
 
7.9x
(2) 
Thyssen-Krupp Companhia Siderúrgica do Atlântico
Ternium
February 2017
 
5.9x
 
Republic Conduit
Nucor
December 2016
 
~6.0x
(3) 
Independence Tube
Nucor
September 2016
 
~6.0x
(4) 
North Star Bluescope Steel
BlueScope Steel Ltd
October 2015
 
7.3x
 
RTI
Alcoa
March 2015
 
12.6x
 
Gallatin
Nucor
September 2014
 
6.5x
(5) 
Severstal Dearborn
AK Steel
July 2014
 
6.4x
 
Severstal Columbus
Steel Dynamics
July 2014
 
6.4x
 
Allegheny (Tungsten)
Kennametal
September 2013
 
~12.6x
(6) 
Metal Processors and Distributors
 
 
 
 
 
Aleris
Hindalco / Novelis
July 2018
 
12.7x
 
Metals USA
Reliance Steel
February 2013
 
8.5x
 
Chicago Tube & Iron
Olympic Steel
May 2011
 
14.1x
 
PNA Group
Reliance Steel
June 2008
 
9.6x
 
Ryerson
Platinum Equity
July 2007
 
8.9x
 
Harris Steel
Nucor
January 2007
 
7.1x
 
Oregon Steel
Evraz
November 2006
 
7.2x
 
(1)EBITDA multiples represent FV / LTM EBITDA multiples unless otherwise noted.
(2)EV/2017 EBITDA multiple.
(3)Approximate EV/2015-2016 average EBITDA multiple per management press release.
(4)Approximate EV/2013-2015 average EBITDA multiple per management press release.
(5)EV/FY 2015 EBITDA multiple per management press release.
(6)EV/CY 2012 EBITDA multiple.

49

TABLE OF CONTENTS

Based on the results of this analysis and other factors which J.P. Morgan considered appropriate based on its experience and professional judgment, J.P. Morgan selected a multiple reference range of 6.5x to 9.0x for FV/LTM EBITDA and applied it to the Company’s EBITDA for the twelve months ended December 31, 2018. This analysis indicated a range of implied equity values per share of the Company common stock, rounded to the nearest $0.10, of $27.10 to $40.50, which was compared to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for the Company common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” The “unlevered free cash flows,” for purposes of the discounted cash flow analysis, refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the future cash flows generated by the asset, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the projections period.

J.P. Morgan calculated the present value of the future standalone unlevered, after-tax free cash flows that the Company was forecasted to generate from fiscal year 2019 through fiscal year 2021 based upon each of the strategic plan forecast and the risk adjusted case forecast, and from fiscal year 2022 and fiscal year 2023 based upon extrapolations provided by management of the Company with respect to each set of projections. J.P. Morgan also calculated a range of terminal values for the Company at the end of the five-year period ended 2023 by applying a terminal growth rate ranging from 1.0% to 2.0% (which range was provided by the management of the Company) to the unlevered free cash flows of the Company during the final year of the strategic plan forecast and risk adjusted case forecast. The unlevered free cash flows and the range of terminal values were then discounted to present values as of December 31, 2018 using a range of discount rates from 8.25% to 9.25%. The discount rate range was selected by J.P. Morgan based on J.P. Morgan's analysis of the weighted average cost of capital for the Company derived using the capital asset pricing model. The present values were then adjusted to take into account the Company’s net debt of $190 million as of December 31, 2018 to derive implied equity values for the Company.

Based on the foregoing, this analysis indicated the following ranges of implied equity values per share of the Company common stock, rounded to the nearest $0.10:

 
Strategic plan forecast
Risk adjusted case forecast
 
Low
High
Low
High
Implied Equity Value Per Share
$
37.70
 
$
49.60
 
$
32.30
 
$
42.50
 

The ranges of implied equity values per share of the Company common stock were compared to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

Other Information

52-Week Historical Trading Range. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the trading range for the Company common stock for the 52-week period ended April 3, 2019, which was $24.06 per share to $39.05 per share, and compared that range to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

90-Day VWAP. For reference only and not as a component of its fairness analysis, J.P. Morgan calculated the ninety day volume-weighted average price (referred to in this proxy statement as “VWAP”), as of April 3, 2019, which was $30.43, and compared that ninety day VWAP to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

50

TABLE OF CONTENTS

Analyst Price Target. For reference only and not as a component of its fairness analysis, J.P. Morgan reviewed the publicly available equity research analyst price target for the Company common stock available as of April 3, 2019, and noted that such price target was $46.00 per share, and compared that price target to (a) the closing price per share of the Company common stock of $34.57 as of April 3, 2019, and (b) the proposed cash consideration of $44.00 per share of the Company common stock.

Miscellaneous. The foregoing summary of the material financial analyses undertaken by J.P. Morgan does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of the Company. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to the Company, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of the Company. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to the Company and the transactions compared to the merger.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise the Company with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with the Company and the industries in which it operates.

J.P. Morgan received a fee from the Company of $3.0 million for the delivery of its opinion. The Company has agreed to pay J.P. Morgan a transaction fee of approximately $10.3 million, against which the opinion fee will be credited, upon the consummation of the merger. The Company may, in its sole discretion, also pay J.P. Morgan a discretionary fee of up to approximately $3.4 million, which, if payable, shall be payable upon consummation of the merger. In addition, the Company has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Parent Holdco or any of its subsidiaries. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with the Company for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint bookrunner on the Company’s credit facility which closed in May 2018. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of the

51

TABLE OF CONTENTS

Company, for which J.P. Morgan receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates held, on a proprietary basis, less than 1% of the outstanding Company common stock. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from the Company were approximately $1.5 million and from Parent were approximately $0.2 million. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of the Company or Parent for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Financing

In connection with the execution of the merger agreement, Parent Holdco entered into the Wieland Loan Agreement, pursuant to which each of Landesbank and Unicredit committed, upon certain terms and subject to certain conditions, to lend Parent Holdco funds in an amount sufficient to finance in full the amounts payable by Parent to the Company’s equity holders pursuant to the merger agreement and the transactions contemplated thereby.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Company board that Company stockholders vote in favor of the adoption of the merger agreement, Company stockholders should be aware that the non-employee directors and executive officers of the Company have potential interests in the merger that may be different from, or in addition to, the interests of Company stockholders generally, including the treatment of their equity awards in connection with the transaction, certain potential severance payments, and the right to continued indemnification and insurance coverage. The Company board was aware of these interests and considered them, among other matters, in making its recommendation that Company stockholders vote in favor of the adoption of the merger agreement.

This disclosure assumes that the merger will constitute a change in control, change of control or term of similar meaning under all of our compensation plans, programs and agreements. For purposes of this disclosure, our “executive officers” are: (i) John J. Wasz, President, Chief Executive Officer and Chief Operating Officer; (ii) Christopher J. Kodosky, Chief Financial Officer; (iii) Anne-Marie W. D’Angelo, General Counsel and Corporate Secretary; (iv) Devin K. Denner, President, Chase Brass, LLC; (v) Gregory B. Keown, President, AJ Oster, LLC; (vi) Dale R. Taylor, President, GBC Metals, LLC (d/b/a Olin Brass); (vii) William G. Toler, Executive Vice President, Strategic Planning and Development and (viii) David W. Kern, Vice President, Human Resources.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right purchase or participate in the equity of, the Surviving Corporation or any of its affiliates, except as set forth in the merger agreement.

Treatment of Company Equity Awards

The Company has from time to time granted Company Stock Options, Company RSA Awards and Company PS Awards under the Global Brass and Copper Holdings, Inc. 2013 Omnibus Equity Incentive Plan, as amended and restated May 26, 2016 (referred to in this proxy statement as the “equity incentive plan”).

The merger agreement provides for the treatment set forth below with respect to awards held by the Company’s non-employee directors, executive officers and all other participants in the equity incentive plan at the effective time:

Each then outstanding Company Stock Option, whether vested or unvested, will be terminated and cancelled and, without any action on his or her part, the holder of the Company Stock Option will be entitled to receive, for each share of common stock subject to the cancelled Company Stock Option, a lump sum cash payment equal to the difference between the merger consideration and the exercise price of the Company Stock Option (without interest), subject to any applicable tax withholding, provided that any Company Stock Option with an exercise price that is equal to or greater than the merger consideration will be cancelled for no consideration.

52

TABLE OF CONTENTS

Each then outstanding Company RSA Award (including any portion of a Company restricted share unit award for which the performance period has ended prior to the effective time but that remains subject to time-based vesting requirements), will be terminated and cancelled and, without any action on his or her part, the holder of the Company RSA Award will be entitled to receive, for each share of common stock subject to the cancelled Company RSA Award, a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company RSA Award that would otherwise become payable at the time of the Company RSA Award’s vesting (without interest), subject to any applicable tax withholding.
Each then outstanding Company PS Award will be terminated and cancelled and, without any action on his or her part, the holder of the Company PS Award will be entitled to receive, for each share of common stock subject to the cancelled Company PS Award (assuming that Company PS Awards granted in 2018 were achieved at 200% of target and Company PS Awards granted in 2019 were achieved at 150% of target), a lump sum cash payment equal to the merger consideration plus the amount of all then unpaid dividends and dividend equivalents that have accrued as of immediately prior to the effective time with respect to such Company PS Award that would otherwise become payable at the time of the Company PS Award’s vesting (without interest), subject to any applicable tax withholding.

Summary of Outstanding Shares of Common Stock and Equity Awards

The following table sets forth the estimated cash consideration that each of the Company's non-employee directors and executive officers would be entitled to receive in respect of any outstanding shares of common stock (other than shares of restricted stock) and any outstanding Company Stock Options, unvested Company RSA Awards and unvested Company PS Awards (assuming that Company PS Awards granted in 2018 are deemed to be achieved at 200% of target and Company PS Awards granted in 2019 are deemed to be achieved at 150% of target) held by the executive officer or non-employee director as of the date of this filing. The values shown were calculated assuming (i) that the price per share of the Company common stock was $44.00, which equals the per share merger consideration, (ii) that no additional equity-based awards will be granted to any non-employee directors or executive officers between the date of the merger agreement and the effective time, (iii) that all Company Stock Options held by each director or executive officer remain unexercised immediately prior to the effective time and that no RSA Awards or PS Awards become vested in accordance with their terms between the date of this filing and the effective time and (iv) that no Company Stock Options, Company RSA Awards or Company PS Awards are forfeited prior to the effective time.

The amounts shown in the table below do not include any reduction pursuant to the 280G “best-net” provision described below.

 
Number of Shares of Company
Common Stock
Total Consideration
for Shares
Executive Officers
John J. Wasz
 
249,757
 
$
10,989,308
 
Christopher J. Kodosky
 
22,541
 
$
991,804
 
Anne-Marie W. D’Angelo
 
2,038
 
$
89,672
 
Devin K. Denner
 
34,161
 
$
1,503,084
 
Gregory B. Keown
 
9,764
 
$
429,616
 
Dale R. Taylor
 
14,496
 
$
637,835
 
William G. Toler
 
60,531
 
$
2,663,378
 
David W. Kern
 
11,888
 
$
523,072
 
Non-Employee Directors
Vicki L. Avril
 
29,644
 
$
1,304,336
 
Donald L. Marsh, Jr.
 
24,644
 
$
1,084,336
 
Bradford T. Ray
 
12,942
 
$
569,448
 
John H. Walker
 
23,410
 
$
1,030,040
 
Martin E. Welch III
 
18,276
 
$
804,144
 
Ronald C. Whitaker
 
26,894
 
$
1,183,336
 

53

TABLE OF CONTENTS

 
Number of
Shares of
Company
Common
Stock
Subject
to
Options
Total
Consideration
for Options
Number of
Shares
Underlying
Unvested
RSA
Awards
Accrued
Dividends
for
Unvested
RSA
Awards
Total
Consideration for
Unvested RSA
Awards
Number of
Shares
Underlying
Unvested
PS
Awards(1)
Accrued
Dividends
for
Unvested
PS
Awards
Total
Consideration
for Unvested
PS Awards(1)
Aggregate
Consideration
for Equity Awards
Executive Officers
John J. Wasz
 
258,284
 
$
6,029,809
 
 
61,290
 
$
14,895
 
$
2,711,655
 
 
184,154
 
$
50,761
 
$
8,153,537
 
$
16,895,000
 
Christopher J. Kodosky
 
29,962
 
$
521,750
 
 
15,445
 
$
4,091
 
$
683,671
 
 
43,575
 
$
11,912
 
$
1,929,212
 
$
3,134,632
 
Anne-Marie W. D’Angelo
 
 
 
 
 
7,250
 
$
1,473
 
$
320,473
 
 
22,466
 
$
5,714
 
$
994,218
 
$
1,314,691
 
Devin K. Denner
 
70,003
 
$
1,760,003
 
 
11,470
 
$
2,948
 
$
507,628
 
 
35,232
 
$
10,146
 
$
1,560,354
 
$
3,827,984
 
Gregory B. Keown
 
 
 
 
 
5,895
 
$
1,036
 
$
260,416
 
 
14,610
 
$
2,719
 
$
645,559
 
$
905,975
 
Dale R. Taylor
 
6,061
 
$
58,792
 
 
10,511
 
$
2,405
 
$
464,889
 
 
31,305
 
$
8,289
 
$
1,385,709
 
$
1,909,390
 
William G. Toler
 
64,073
 
$
1,591,725
 
 
10,952
 
$
2,734
 
$
484,622
 
 
33,090
 
$
9,292
 
$
1,465,252
 
$
3,541,599
 
David W. Kern
 
 
 
 
 
6,367
 
$
1,525
 
$
281,673
 
 
18,644
 
$
4,955
 
$
825,291
 
$
1,106,964
 
Non-Employee Directors
Vicki L. Avril
 
 
 
 
 
3,313
 
$
895
 
$
146,667
 
 
 
 
 
 
 
 
$
146,667
 
Donald L. Marsh, Jr.
 
 
 
 
 
3,313
 
$
895
 
$
146,667
 
 
 
 
 
 
 
 
$
146,667
 
Bradford T. Ray
 
 
 
 
 
3,313
 
$
895
 
$
146,667