AEP INDUSTRIES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-01-23: Form 8-K; Period of report 2017-01-20; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2017-01-19: Form 8-K; Period of report 2017-01-18; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2017-01-13: Form 8-K; Period of report 2017-01-13; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
- 2017-01-10: Form 8-K; Period of report 2017-01-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-01-23 | 8-K | 2017-01-20 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On January 20, 2017 (the “Closing Date”), in connection with the consummation of the previously announced Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of August 24, 2016, by and among AEP Industries Inc., a Delaware corporation (“AEP”), Berry Plastics Group, Inc., a Delaware corporation (“Berry”), Berry Plastics Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Berry (“Holdings”), Berry Plastics Acquisition Corporation XVI, a Delaware corporation and a direct, wholly owned subsidiary of Holdings (“Merger Sub”), and Berry Plastics Acquisition Corporation XV, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Holdings (“Merger Sub LLC”), Berry, on behalf of AEP, repaid in full all outstanding loans under AEP’s existing Second Amended and Restated Loan and Security Agreement, dated as of February 22, 2012, by and among AEP, as borrower, the financial institutions party thereto, as lenders, Wells Fargo Bank, National Association, as agent, and the persons from time to time party thereto, as amended, restated, supplemented or otherwise modified, and all outstanding commitments under that agreement were terminated. 2.01 On the Closing Date, pursuant to the terms of the Merger Agreement, (i) Merger Sub merged with and into AEP (the “First-Step Merger”), with AEP surviving the First-Step Merger, and (ii) immediately thereafter, AEP merged with and into Merger Sub LLC (the “Second-Step Merger” and, together with the First-Step Merger, the “Mergers”), with Merger Sub LLC surviving as a wholly owned subsidiary of Holdings, under the name Berry Global Films, LLC. 3.01 The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information contained in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the consummation of the First-Step Merger (and not as a result of any disagreement with AEP), at the Effective Time, each of AEP’s directors and officers immediately prior to the Effective Time ceased to be directors and officers of AEP. 5.03 On January 20, 2017, at the Second-Step Effective Time, the Restated Certificate of Incorporation of AEP and the Seventh Amended and Restated By-laws of AEP ceased to be in effect and the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of Merger Sub LLC, as amended by the Certificate of Merger merging AEP, as survivor of the First-Step Merger, with and into Merger Sub LLC and changing the name of Merger Sub LLC to Berry Global Films, LLC, became the Certificate of Formation and Amended and Restated Limited Liability Company Agreement of the Berry Global Films, LLC, the survivor of the Second-Step Merger, in accordance with the terms of the Merger Agreement. | d330949d8k.htm |
| 2017-01-19 | 8-K | 2017-01-18 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On January 18, 2017, AEP Industries Inc., a Delaware corporation (the “Company”), held a special meeting (the “Special Meeting”) of the stockholders of the Company (the “Stockholders”) in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 24, 2016 (as amended from time to time, the “merger agreement”), by and among Berry Plastics Group, Inc., a Delaware corporation (“Berry”), Berry Plastics Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Berry, Berry Plastics Acquisition Corporation XVI, a Delaware corporation and an indirect, wholly owned subsidiary of Berry, Berry Plastics Acquisition Corporation XV, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Berry, and the Company, pursuant to which Berry will acquire the Company through a two-step merger process (the “mergers”) that will result in the Company merging with and into an indirect, wholly owned limited liability company subsidiary of Berry. 8.01 The disclosure set forth under Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. | d324571d8k.htm |
| 2017-01-13 | 8-K | 2017-01-13 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On January 13, 2017, AEP Industries Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal year ended October 31, 2016. 8.01 The disclosure set forth under Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference. | d309336d8k.htm |
| 2017-01-10 | 8-K | 2017-01-10 | 8.01 Other Events | 8.01 On December 15, 2016, AEP Industries Inc., a Delaware corporation (“AEP”), filed with the Securities and Exchange Commission (the “SEC”) a proxy statement/prospectus (the “Proxy Statement/Prospectus”) with respect to a special meeting of AEP’s stockholders scheduled to be held on January 18, 2017 to, among other things, vote on the approval of the mergers (the “mergers”) with Berry Plastics Group, Inc., a Delaware corporation (“Berry”) and related entities. | d323740d8k.htm |