Examples of Essex International in a sentence
The Company shall not permit Acquisition Co, at any time prior to the consummation of the Merger, to engage in any activities other than to (a) hold Margin Stock (it being understood that Acquisition Co. may sell the outstanding common stock of Essex International for the fair market value thereof so long as the proceeds received from such sale are in the form of cash and/or Cash Equivalents) and (b) merge with and into Essex International pursuant to the terms of the Merger Agreement.
Proceeds of the Subordinated Credit Facility will be used to finance the Offer, to refinance certain existing indebtedness of SEC and Essex International and to pay related fees and expenses.
The total amount of funds required by SUT to consummate the Offer and the Merger (including the refinancing of certain indebtedness of Superior and Essex International) and to pay related fees and expenses is estimated to be approximately $1.30 billion.
The Offer is being made pursuant to an Agreement and Plan of Merger dated as of October 21, 1998, by and among Superior, SUT and Essex International, whereby subsequent to the purchase of the Common Stock pursuant to the Offer, SUT will be merged with and into Essex International, and Essex International will continue as the surviving corporation and become a wholly owned subsidiary of Superior (the "Merger"), as such Merger is further described in the Offer to Purchase.
Thereafter, in March 1999, Essex International merged with a wholly-owned subsidiary of Superior, pursuant to which the holders of the remaining 19% of the outstanding shares of common stock of Essex International received, in the aggregate, $167 million liquidation value of 8½% trust convertible preferred securities of Superior Trust I, a Delaware trust of which Superior owns all of the common securities.
For purposes of calculating Consolidated Net Income and the Consolidated Fixed Charge Coverage Ratio, as of the Borrowing Date, Essex International shall be treated as a Wholly Owned Restricted Subsidiary of the Borrower for so long as the Merger Agreement remains in full force and effect.
Superior’s common stock is quoted on the OTC Bulletin Board under the symbol SRTOQ.OB.In November 1998, Superior, through a wholly-owned subsidiary, acquired approximately 81% of the outstanding shares of common stock of Essex International Inc.
As a result of the acquisition of Essex International, Superior became, at that time, the largest wire and cable manufacturer in North America and the fourth largest wire and cable manufacturer in the world.Also, during 1998, Superior expanded its international operations with the acquisition of a 51% controlling interest in Cables of Zion United Works, Ltd.
Very truly yours, /s/ Cravath, Swaine & Moore Essex International Inc.
The sole assets of Superior Trust I were Superior’s 8½% convertible subordinated debentures (the “Trust Debentures”) with an aggregate principal amount of approximately $171.8 million.(8) Essex International, through its subsidiaries, manufactured and distributed wire and cable products, including magnet wire, building wire and copper communications wire and cable.