their commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act and complete the exchange offer within 300 days after the Closing Date.
In addition, under certain circumstances, NN and the NN Guarantors may be required to file a shelf registration statement to cover resales of the Notes and related guarantees.
If NN fails to satisfy its obligations under the Registration Rights Agreement with respect to the registrable securities (a
registration default), then additional interest will accrue on the principal amount of the Notes and related guarantees that are registrable securities at a rate of 0.25% per annum for the first 90-day period beginning on the day
immediately following such registration default (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period until and including the date such registration default ends, up to a maximum increase of
1.0% per annum). The additional interest will cease to accrue when the registration default is cured.
The Registration Rights
Agreement defines registrable securities initially to mean the Notes and related guarantees. The Notes and related guarantees will cease to be registrable securities upon the earliest to occur of (i) when a registration statement
with respect to such Notes and related guarantees has become effective under the Securities Act and such Notes and related guarantees have been exchanged or disposed of pursuant to such registration statement; (ii) when such Notes and related
guarantees cease to be outstanding; or (iii) the later of (a) October 19, 2017 and (b) the date upon which such Notes and related guarantees are sold pursuant to Rule 144 under the Securities Act.
Subsequent to the completion of the Acquisition, on the Closing Date, the PEP Guarantors entered into a Registration Rights Agreement Joinder
(the Registration Rights Agreement Joinder), pursuant to which the PEP Guarantors became parties to the Registration Rights Agreement.
The foregoing description of the Registration Rights Agreement and the Registration Rights Agreement Joinder is qualified in its entirety by
reference to the Registration Rights Agreement and Registration Rights Agreement Joinder, copies of which are filed hereto as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by reference.
||TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT |
On the Closing Date, contemporaneously
with the execution and delivery of the New Credit Facilities, (i) that certain Term Loan Credit Agreement, dated as of August 29, 2014, by and among NN, Bank of America, N.A., the several lenders from time to time a party thereto, KeyBank
National Association, as syndication agent, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBank National Association as joint lead arrangers and joint bookrunners, and (ii) that certain Credit Agreement, dated as of
August 29, 2014, by and among NN, NN Netherlands B.V., the several lenders from time to time a party thereto, KeyBank National Association, and Bank of America, N.A., were terminated and all amounts outstanding thereunder were repaid.
||COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
Pursuant to the Stock Purchase
Agreement, on the Closing Date, NN acquired all of the outstanding capital stock of PEP from the Seller. The aggregate purchase price (the Purchase Price) for the Acquisition was $615.0 million in cash, adjusted to account for PEPs
indebtedness, working capital and cash balance at the Closing Date. The Purchase Price was also adjusted for certain Acquisition-related expenses and tax benefits. The Purchase Price includes: (i) $2.0 million, which is being held in escrow to
satisfy any potential working capital adjustments; (ii) $6.15 million, which is being held in escrow for twelve months following the Closing Date to satisfy any potential indemnification claims; and (iii) $5.0 million, which is being held
in escrow to satisfy a portion of certain earnout obligations of Seller and/or PEP owed to certain persons that had previously sold certain business units to PEP.
The foregoing description of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to NNs Current Report on Form 8-K filed on August 18, 2015, which is incorporated herein by reference.