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Subsequent events
9 Months Ended
Mar. 29, 2014
Subsequent Events [Abstract]  
Subsequent events
Subsequent events
On May 1, 2014, R. G. Barry Corporation (“RG Barry”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), with MRGB Hold Co., a Delaware corporation (“Parent”), and MRVK Hold Co., an Ohio corporation which is a wholly-owned direct subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are currently wholly-owned subsidiaries of Mill Road Capital II, L.P., a Delaware limited partnership (“Mill Road”).
Merger Agreement
The Merger Agreement provides for a business combination whereby Merger Sub will merge with and into RG Barry (the “Merger”). As a result of the Merger, the separate corporate existence of Merger Sub will cease and RG Barry will continue as the surviving corporation in the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding common share, par value $1.00 per share, of RG Barry (other than common shares owned by RG Barry, Parent and Merger Sub and any common shares as to which RG Barry shareholders have made a proper demand for appraisal pursuant to Ohio law) will be converted into the right to receive $19.00 in cash, without interest. Equity awards under RG Barry’s equity-based compensation plans will be terminated and settled in accordance with the terms of the applicable plans and award agreements under which the awards were made.
Consummation of the Merger is subject to various customary conditions, including: (i) the approval by holders of a majority of RG Barry’s outstanding common shares; (ii) clearance under the Hart-Scott-Rodino Antitrust Improvements Act; (iii) the absence of any law or order preventing, restraining, enjoining or prohibiting the Merger; (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by RG Barry, Parent and Merger Sub, respectively; (v) no occurrence of a material adverse effect on RG Barry since the execution of the Merger Agreement; and (vi) compliance by RG Barry, Parent and Merger Sub with their respective obligations under the Merger Agreement in all material respects. Parent has obtained an equity commitment from Mill Road and has also received a debt financing commitment for the transactions contemplated by the Merger Agreement, which are each subject to customary conditions.
The Merger Agreement contains certain termination rights for both RG Barry and Parent and further provides that, upon termination of the Merger Agreement under certain circumstances, RG Barry may be obligated to pay Parent a termination fee of $5,000 or Parent may be obligated to pay to RG Barry a termination fee of $5,000. Either party will have a right to terminate the Merger Agreement if the Merger is not closed on or prior to October 1, 2014.
Suspension of Regular Quarterly Dividend
In connection with the transactions contemplated by the Merger Agreement, RG Barry has agreed to suspend the payment of its regular quarterly dividend.
Voting Agreement and Sponsor Guarantee
Concurrently with the execution of the Merger Agreement, Mill Road executed a Voting Agreement with RG Barry pursuant to which Mill Road agreed to vote the common shares of RG Barry that Mill Road holds (1,093,189 common shares, representing approximately 9.8% of RG Barry’s currently outstanding common shares) in favor of the adoption of the Merger Agreement. Mill Road also provided to RG Barry a Sponsor Guarantee guaranteeing Parent’s obligation to pay the aforementioned $5,000 termination fee, certain expenses of RG Barry and, in the event of the closing of the Merger, the equity portion of the financing for the Merger, in each case if and when such payments are applicable.
Rights Plan Amendments
On May 1, 2014, RG Barry entered into a Second Amendment (the “Second Amendment”) to the Rights Agreement, dated as of May 1, 2009, between RG Barry and Broadridge Corporate Issuer Solutions, Inc., as successor to The Bank of New York Mellon Corporation, as amended by the First Amendment to Rights Agreement made as of August 15, 2011 (collectively, the “Rights Agreement”). The purpose of the Second Amendment was to extend the expiration date of RG Barry’s outstanding preferred share purchase rights to December 31, 2014.
Also on May 1, 2014, RG Barry entered into a Third Amendment (the “Third Amendment”) to the Rights Agreement. The purpose of the Third Amendment was to render the Rights Agreement inapplicable to Mill Road, Parent, Merger Sub, the Merger Agreement, the Merger and the other transactions contemplated thereby.