0001209191-22-053540.txt : 20221013
0001209191-22-053540.hdr.sgml : 20221013
20221013114456
ACCESSION NUMBER: 0001209191-22-053540
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221013
FILED AS OF DATE: 20221013
DATE AS OF CHANGE: 20221013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R Investment Associates IX, Ltd.
CENTRAL INDEX KEY: 0001624514
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38794
FILM NUMBER: 221308500
BUSINESS ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY101194
BUSINESS PHONE: 345-949-8066
MAIL ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY101194
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CD&R VFC Holdings L.P.
CENTRAL INDEX KEY: 0001766983
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38794
FILM NUMBER: 221308499
BUSINESS ADDRESS:
STREET 1: UGLAND HOUSE
STREET 2: SOUTH CHURCH STREET
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 212-407-5200
MAIL ADDRESS:
STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC
STREET 2: 375 PARK AVE, 18TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10152
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COVETRUS, INC.
CENTRAL INDEX KEY: 0001752836
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 831448706
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7 CUSTOM HOUSE STREET
CITY: PORTLAND
STATE: ME
ZIP: 04101
BUSINESS PHONE: 888-280-2221
MAIL ADDRESS:
STREET 1: 7 CUSTOM HOUSE STREET
CITY: PORTLAND
STATE: ME
ZIP: 04101
FORMER COMPANY:
FORMER CONFORMED NAME: HS Spinco, Inc.
DATE OF NAME CHANGE: 20180912
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-10-13
1
0001752836
COVETRUS, INC.
CVET
0001624514
CD&R Investment Associates IX, Ltd.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
0001766983
CD&R VFC Holdings L.P.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
Common Stock
2022-10-13
4
J
0
33670541
D
0
I
By affiliate
On October 13, 2022, Covetrus, Inc. (the "Issuer"), Corgi Bidco, Inc. ("Parent") and Corgi Merger Sub, Inc. ("Merger Sub") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 24, 2022 (the "Merger Agreement"), by and among the Issuer, Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). Immediately prior to the Merger, CD&R VFC Holdings L.P. ("CD&R Holdings") contributed all of its Shares (as defined below) to a parent entity of Parent (with such Shares subsequently contributed to Parent) pursuant to the Support and Rollover Agreement, dated as of May 24, 2022, by and among the Issuer, Parent and CD&R Holdings (the "Contribution").
At the effective time of the Merger (the "Effective Time"), in accordance with the terms and conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Shares") outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub or any of their respective subsidiaries (including the Shares indirectly transferred by CD&R Holdings to Parent as part of the Contribution), (ii) the Issuer as treasury stock (the Shares referred to in (i) and (ii), the "Excluded Shares") and (iii) the Issuer stockholders (the "Dissenting Stockholders") who had perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (the "DGCL")), was converted into the right to receive cash in an amount equal to $21.00 per share, without interest and subject to any required withholding taxes (the "Merger Consideration").
At the Effective Time, the Excluded Shares were cancelled and ceased to exist without payment of any consideration therefor and Dissenting Stockholders became entitled to receive only the payment provided by Section 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder, provided that if, after the Effective Time, any person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the Effective Time, into the right to receive the Merger Consideration without interest and less any required tax withholding.
Following the Contribution and the Merger, the Reporting Persons no longer beneficially own any Shares.
These securities were owned directly by CD&R Holdings. CD&R Investment Associates IX, Ltd., as the general partner of CD&R Holdings, may have been deemed to beneficially own the Shares held by CD&R Holdings. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of Shares that were held by CD&R Holdings, except to the extent of its pecuniary interest therein.
CD&R Investment Associates IX, Ltd., By: /s/ Rima Simson, Vice President, Treasurer and Secretary
2022-10-13
CD&R VFC Holdings, L.P., By: CD&R Investment Associates IX, Ltd., general partner; By: /s/ Rima Simson, Vice President, Treasurer and Secretary
2022-10-13