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Subsequent Events
9 Months Ended
Sep. 30, 2014
Subsequent Events [Abstract]  
Subsequent Events

NOTE 15 — SUBSEQUENT EVENTS

GRSA Acquisition

On October 17, 2014, Signature and its wholly owned subsidiaries, SGH Acquisition Holdco, Inc. (“Buyer”) and Evergreen Holding Germany GmbH, entered into the Purchase Agreement with Aleris and certain of its affiliates to acquire all of the equity interests in the entities comprising the GRSA Business from Aleris, for a purchase price of $525.0 million. The purchase price is comprised of $495.0 million in cash and $30.0 million in a new series of non-participating preferred stock of Signature (the “Series B Preferred Stock”) to be issued to Aleris.  

The Purchase Agreement contains customary representations, warranties and covenants of the parties, non-competition and non-solicitation provisions, and indemnification provisions subject to specified thresholds and other limitations. Aleris and its selling subsidiaries may not solicit or discuss alternative transactions for the GRSA Business, and if the Purchase Agreement is terminated under certain circumstances, Signature will pay Aleris a $26.3 million termination fee. The closing of the proposed transaction is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and certain Mexican competition laws, the transfer of certain discontinued real property locations by Aleris to its subsidiary, the release of certain liens, guarantees and liabilities related to certain Aleris debt, and other customary closing conditions. The transaction is presently anticipated to close prior to January 31, 2015. There can be no assurance that the transaction will close by such date, if at all.

The transaction is not subject to a financing contingency. In connection with and in the Purchase Agreement, Signature undertook certain covenants and entered into certain commitment letters with respect to various debt and equity financings (the “Financings”).  Signature currently intends to finance the $495.0 million cash portion of the transaction purchase price and costs associated with the transaction using a combination of cash, equity and debt as follows: (i) $45.0 million in cash from Signature,  (ii) the net proceeds of a registered offering of Signature’s common stock (currently anticipated to be 3.7 million shares, with a customary greenshoe; the “Equity Offering”), (iii) the net proceeds of a rights offering of $125.0 million (the “Rights Offering”), less the net proceeds from the Equity Offering, (iv) $300.0 million in a committed bridge financing provided by Goldman Sachs Bank USA (“Goldman Sachs”) and Deutsche Bank Securities Inc. and an affiliate thereof (collectively, “Deutsche Bank”) of privately-placed senior secured notes (the “Senior Secured Notes”) issued by the Buyer or a subsidiary thereof (the “Notes Offering”), and (v) $70.0 million in opening draws on a committed revolving asset-based lending facility (the “Asset-Based Facility”) provided by General Electric Capital Corporation and GE Capital Markets, Inc. (collectively, “GE Capital-U.S.”) and a German factoring facility (the “Factoring Facility”) provided by GE Capital Bank AG (“GE Capital-Germany” and together with GE Capital-U.S. “GE Capital”).   To backstop the proceeds of the Equity Offering and Rights Offering, Signature has entered into (x) commitment letters (the “Backstop Commitment Letters”) with Zell Credit Opportunities Master Fund L.P. (“ZCOF”) and funds managed by another institutional investor for a secured bridge term loan of up to $50.0 million (the “Backstop Notes”) and a purchase of common shares of up to $45.0 million and (y) a backstop agreement with Aleris (the “Backstop Agreement”) to purchase an additional $30.0 million of preferred stock. There can be no assurance that Signature will undertake or complete any such financing transaction. The final structure and terms of the acquisition financing will be subject to market conditions, and may be materially different than current expectations.

This Report does not constitute an offer of any securities for sale.  Certain debt and equity securities referenced herein will be offered only by private placement and will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Further, no offer to buy any of our common stock, including pursuant to any primary equity or rights offering, can be accepted, and no part of the purchase price can be received, until the registration statement applicable to such shares has become effective, and we may withdraw or revoke any such offer, without obligation or commitment of any kind, at any time prior to notice of our acceptance given after the effective date.

Private placement of common stock

On October 27, 2014, the Company entered into a Stock Purchase Agreement (the “Private Placement Agreement”) with Kettle Hill Partners, LP and Kettle Hill Partners II, LP (collectively, the “Investors”) relating to the issuance and sale of the Company's common stock in a private placement.

On October 28, 2014, the Company closed the private placement and sold 300,000 shares of common stock (the “Shares”) to the Investors at $10.00 per share, raising $3.0 million.  The Company plans to use the proceeds from the sale of the Shares for general corporate purposes, including to fund a portion of the consideration in the GRSA Acquisition.  

The Shares were issued in reliance upon the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Shares were issued directly by the Company and did not involve a public offering or general solicitation. The Investors in the private placement are “accredited investors” as that term is defined in Rule 501 of Regulation D and acquired the Shares for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof.

In connection with the Private Placement Agreement, the Company entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to file a registration statement on Form S-3 (or on Form S-1, if the Company is not then eligible to use Form S-3) and use its best efforts to cause such registration statement to become effective within three months after the date of filing such registration statement.  The Company is under no obligation to file a registration statement prior to the earlier of January 1, 2015 and such later date as agreed to by the parties.