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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Item 12. |
Exhibits.
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Exhibit Number
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Description
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Offer to Purchase, dated July 25, 2022.
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Letter of Transmittal.
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Notice of Guaranteed Delivery.
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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Summary Advertisement as published in the Wall Street Journal, dated July 25, 2022.
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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(a)(4)
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Not applicable.
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Joint Press Release issued by Sharps Compliance Corp. and Aurora Capital Partners, dated July 12, 2022 (incorporated by reference from Exhibit 99.1 to the Schedule TO-C filed by Purchaser and Parent dated July 12, 2022).
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Press Release issued by Aurora Capital Partners, dated July 25, 2022.
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Press Release issued by Aurora Capital Partners, dated August 22, 2022.
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Press Release issued by Aurora Capital Partners, dated August 24, 2022.
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(b) |
Not applicable. | |
Agreement and Plan of Merger, dated as of July 12, 2022 by and among Raven Houston Merger Sub, Inc., Raven Buyer, Inc. and Sharps Compliance Corp. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Sharps with the SEC on
July 13, 2022).
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Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 22, 2022 by and among Raven Houston Merger Sub, Inc., Raven Buyer, Inc. and Sharps Compliance Corp.
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Confidentiality Agreement, dated as of May 9, 2022, 2022 by and between Revan Parent, Inc. and Sharps Compliance Corp.
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Exclusivity Agreement, dated as of June 18, 2022, by and between Aurora Capital Partners Management VI L.P. and Sharps Compliance Corp, as amended by the Amendment to the Original Exclusivity Agreement, dated July 3, 2022.
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Tender and Support Agreement, dated as of July 12, 2022, by and among Raven Buyer, Inc., Raven Houston Merger Sub, Inc., and certain directors and executive officers of Sharps Compliance Corp. (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by Sharps with the SEC on July 13, 2022).
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Equity Commitment Letter, dated as of July 12, 2022, by and between Aurora Equity Partners VI L.P., Aurora Equity Partners VI-A L.P., Aurora Associates VI L.P., and Raven Buyer, Inc.
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Limited Guaranty, dated as of July 12, 2022, by and among Aurora Equity Partners VI L.P., Aurora Equity Partners VI-A L.P., and Aurora Associates VI L.P., in favor of Sharps Compliance Corp.
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Clean Team Agreement, dated May 9, 2022, between Raven Parent, Inc. and Sharps Compliance Corp.
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Amendment dated as of July 3, 2022, to Exclusivity Agreement, dated as of June 18, 2022, by and between Aurora Capital Partners Management VI L.P. and Sharps Compliance Corp.
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Commitment Letter, dated as of July 12, 2022, by and among Raven Buyer Inc., and Antares Capital LP, as agent and lead arranger, and Antares Holdings LP, as committed lender.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Filing Fee Table.
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* |
Previously filed.
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** |
Filed herewith.
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Date: August 24, 2022
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Raven Houston Merger Sub, Inc.
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By:
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/s/ Angela Klappa
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Name:
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Angela Klappa
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Title:
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Chief Executive Officer and President
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Raven Buyer, Inc.
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By:
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/s/ Angela Klappa
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Name:
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Angela Klappa
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Title:
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Chief Executive Officer and President
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Aurora Equity Partners VI L.P.
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By:
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Aurora Capital Partners VI L.P.,
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its General Partner
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By:
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Aurora Capital Partners UGP LLC,
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its General Partner
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By:
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/s/ Robert K. West
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Name:
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Robert K. West
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Title:
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Chief Financial Officer
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Aurora Equity Partners VI-A L.P.
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By:
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Aurora Capital Partners VI L.P.,
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its General Partner
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By:
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Aurora Capital Partners UGP LLC,
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its General Partner
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By:
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/s/ Robert K. West
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Name:
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Robert K. West
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Title:
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Chief Financial Officer
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Aurora Associates VI L.P.
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By:
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Aurora Capital Partners VI L.P.,
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its General Partner
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By:
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Aurora Capital Partners UGP LLC,
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its General Partner
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By:
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/s/ Robert K. West
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Name:
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Robert K. West
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Title:
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Chief Financial Officer
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Transaction Valuation*
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Fee Rate
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Amount of Filing Fee**
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Fees to Be Paid
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$179,300,817.50
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0.0000927
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$16,621.19
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Fees Previously Paid
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$0.00
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$16,540.35
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Total Transaction Valuation
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$179,300,817.50
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Total Fees Due for Filing
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$16,621.19
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Total Fees Previously Paid
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$16,540.35
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Total Fee Offsets
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$0.00
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Net Fee Due
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$80.84
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* |
The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was estimated by multiplying (i) 20,491,522 Shares (which is based on the following information provided by
Sharps Compliance Corp. (“Sharps”) as of August 19, 2022: (1) 19,887,445 issued and outstanding shares of common stock of Sharps to be acquired by Raven Buyer, Inc., par value $0.01 per share (the “Shares”), including (A) 182,975 Shares
issuable upon the settlement of unvested restricted stock awards that are granted to employees under the Sharps Compliance Corp. 2010 Stock Plan, and (B) 14,766 Shares issuable upon the settlement of unvested restricted stock awards that are
granted to directors under the Sharps Compliance Corp. 2010 Stock Plan, plus (3) 604,077 Shares issuable upon exercise of stock options), by (ii) the net offer price of $8.75 per Share. The calculation of the transaction value is based on
information provided by Sharps as of August 19, 2022.
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** |
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2022 beginning on October 1, 2021, issued on August 23, 2021, by
multiplying the transaction valuation by 0.0000927.
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