UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Thermadyne Holdings Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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These Definitive Additional Materials on Schedule 14A are being filed pursuant to a
memorandum of understanding regarding the settlement of certain litigation relating to the
Agreement and Plan of Merger (the Merger Agreement), dated October 5, 2010, by and among
Thermadyne Holdings Corporation (the Company), Razor Holdco Inc. (Parent) and Razor Merger Sub
Inc. (Merger Subsidiary), providing for the merger of Merger Subsidiary with and into the
Company. Parent and Merger Subsidiary are affiliates of Irving Place Capital.
As previously disclosed on pages 5, 6 and 56 of the Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission (the SEC) by the Company on November 1, 2010
(the Definitive Proxy Statement) and as further disclosed in the Companys Current Report on Form
8-K filed with the SEC on November 8, 2010, two identical purported class action lawsuits were
filed in connection with the merger in the Circuit Court of St. Louis County, Missouri against the
Company, the Companys directors, and Irving Place Capital. The actions are entitled
Israeli
v. Thermadyne Holdings Corp., et al.
, 10SL-CC04238, and
Shivers v. Thermadyne Holdings
Corp., et al.
, 10SL-CC04383. Both complaints allege, among other things, that the Companys
directors breached their fiduciary duties to the Companys stockholders, including their duties of
loyalty, good faith, and independence, by entering into a merger agreement which provides for
inadequate consideration to stockholders of the Company, and the Company and Irving Place Capital
aided and abetted the directors alleged breach of fiduciary duty. The plaintiffs sought
injunctive relief preventing the defendants from consummating the transactions contemplated by the
Merger Agreement, or in the event the defendants consummated the transactions contemplated by the
Merger Agreement, rescission of such transactions, and attorneys fees and expenses. On November 8,
2010, plaintiff Israeli moved for expedited discovery. On November 12, 2010, the Circuit Court
ordered the consolidation of the two actions pursuant to a stipulation of the parties. All
defendants have filed motions to dismiss, which are noticed to be heard on November 30, 2010. The
plaintiffs motion for expedited discovery also is scheduled to be heard on November 30, 2010. On
November 25, 2010, the Company, the Companys directors and Irving Place Capital entered into a
memorandum of understanding with the plaintiffs regarding the settlement of these actions.
The Company believes that no further supplemental disclosure is required under applicable
laws; however, to avoid the risk of the stockholder class actions delaying or adversely affecting
the merger and to minimize the expense of defending such actions, the Company has agreed, pursuant
to the terms of the proposed settlement, to make certain supplemental disclosures related to the
proposed merger, all of which are set forth below. Subject to completion of certain confirmatory
discovery by counsel to the plaintiffs, the memorandum of understanding stipulates that the parties
will enter into a stipulation of settlement. The stipulation of settlement will be subject to
customary conditions, including court approval following notice to the Companys stockholders. In
the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at
which the Circuit Court will consider the fairness, reasonableness, and adequacy of the settlement.
If the settlement is finally approved by the Circuit Court, it is anticipated that it will resolve
and release all claims in all actions that were or could have been brought challenging any aspect
of the proposed merger, the Merger Agreement, and any disclosure made in connection therewith (but
excluding claims for appraisal under Section 262 of the Delaware
General Corporation Law).
In connection with the settlement, plaintiffs intend to seek an award
of attorneys fees and expenses not to exceed $399,000, subject
to court approval, and defendants have agreed not to oppose this
request.
There
can be no assurance that the parties will ultimately enter into a stipulation of settlement or that
the Circuit Court will approve the settlement even if the parties
were to enter into such
stipulation. In such event, the proposed settlement as contemplated by the memorandum of
understanding may be terminated.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
In connection with the settlement of certain outstanding stockholder suits as described in
these Definitive Additional Materials on Schedule 14A, the Company has agreed to make these
supplemental disclosures to the Definitive Proxy Statement. This supplemental information should
be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety.
Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy
Statement.
Background of The Merger
The following disclosure supplements the discussion at page 22 of the Definitive Proxy
Statement by amending and replacing in its entirety the last sentence concerning the discussions of
the board of directors regarding strategic alternatives.
The board of directors has from time to time held discussions on strategic alternatives
focused on exploring ways to enhance stockholder value, including discussions of potential
strategic acquisitions, debt and equity financing transactions and the Company remaining as a stand
alone entity and continuing to execute on its business plan.
The
following disclosure supplements the discussion at page 23 of the Definitive Proxy Statement concerning discussions at the April 26, 2010 special meeting of the board of
directors.
At this meeting,
the Board considered the ownership interest of investment funds
managed by Angelo, Gordon & Co. L.P., and determined that such
ownership interest would not have a negative impact on the Companys pursuit of a sale of the Company.
The following disclosure supplements the discussion at page 24 of the Definitive Proxy
Statement concerning discussions at the June 10, 2010 special meeting of the board of directors.
The board of directors discussed the proposed exclusivity agreement with Party B, and
determined that any such agreement would have to include exceptions to allow the Company to
continue discussions with parties it had previously contacted and to engage in discussions with any
party that submitted an unsolicited proposal.
The board of directors also discussed that the Company had released each of the two investment
banks that had presented at the April 26, 2010 special meeting of the board of directors but had
not ultimately been selected to serve as the Companys financial advisor from those provisions of
their then effective standstill obligations with the Company that prohibited them from serving as a
financial advisor to another party in connection with an acquisition of the Company.
The following disclosure supplements the discussion at page 25 of the Definitive Proxy
Statement concerning discussions at the June 29, 2010 special meeting of the board of directors
regarding preliminary indications of interest received to date by Oppenheimer.
Those three indications of interest included an indication from a financial sponsor with a
preliminary valuation range of $13.00 to $15.00 per share; however, that financial sponsor did not
deliver a final bid to acquire the Company.
The following disclosure supplements the discussion at pages 27-28 of the Definitive Proxy
Statement concerning discussions at the September 15, 2010 special meeting of the board of
directors.
The board of directors also discussed an updated financial forecast presented by Company
management.
The following disclosure supplements the discussion at page 29 of the Definitive Proxy
Statement concerning discussions at the September 27, 2010 special meeting of the board of
directors.
Oppenheimer informed the Board that IPC had expressed its desire to commence negotiations with
Martin Quinn, Terry Downes, Terry A. Moody and Steven A. Schumm, each a member of the Companys
management, regarding post-transaction employment arrangements and equity investments in Parent.
Opinion of Our Financial Advisor
The following disclosure supplements the discussion at page 36 of the Definitive Proxy
Statement concerning the selected companies analysis conducted by Oppenheimer.
The Peer Group ranges observed for each metric during each time period are set forth below.
Observed Multiple Ranges
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Peer Group
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Metric and Time Period
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Multiple Range
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Revenue
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Last Twelve Months
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0.70x 1.73x
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2010 Estimate
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0.67x 1.66x
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2011 Estimate
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0.61x 1.52x
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Adjusted EBITDA
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Last Twelve Months
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7.1x 12.4x
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2010 Estimate
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6.8x 9.5x
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2011 Estimate
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5.9x 7.9x
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Adjusted Net Income/EPS
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Last Twelve Months
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12.5x 25.0x
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2010 Estimate
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10.8x 22.8x
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2011 Estimate
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9.1x 16.5x
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The following disclosure supplements the discussion at page 38 of the Definitive Proxy
Statement concerning the selected precedent transactions analysis conducted by Oppenheimer.
The selected transactions ranges observed for the last twelve months revenue and Adjusted
EBITDA multiples are set forth below.
Observed Multiple Ranges
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Metric
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Multiple Range
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Revenue
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0.41x 3.02x
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Adjusted EBITDA
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5.5x 10.8x
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The following disclosure supplements the discussion at page 39 of the Definitive Proxy
Statement concerning the discounted cash flow analysis conducted by Oppenheimer
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In estimating the Companys weighted average cost of capital, Oppenheimer applied (i) a
risk-free rate of 3.1% based upon the average 10-year and 30-year treasury bond rate as of October
1, 2010, (ii) a market risk premium of 6.7% based upon the long-horizon equity risk premium as
published by a third-party financial research service, (iii) an equity size premium equal to 4.5%
based upon the long-horizon equity size premium for companies with market capitalization between
$123 million and $214 million as published by a third-party financial research service, and (iv) a
levered beta of 1.31 equal to the peer group average five-year unlevered beta levered at the
industry average capital structure as of October 1, 2010.
The following disclosure amends and replaces in its entirety the first sentence under the
heading Miscellaneous at page 40 of the Definitive Proxy Statement.
The Company has agreed to pay Oppenheimer for its financial advisory services in connection
with the merger an aggregate fee of approximately $4.8 million, $75,000 of which was payable in
connection with Oppenheimers engagement, $500,000 of which was payable upon delivery of
Oppenheimers opinion, and the remainder of which is contingent upon consummation of the merger.
The following disclosure supplements the discussion at page 40 of the Definitive Proxy
Statement under the heading Miscellaneous.
Oppenheimer has not provided any other services to the Company, IPC or any of their respective
affiliates during the past two years.
Financial Projections
The following disclosure supplements the discussion at page 42 of the Definitive Proxy
Statement by amending and replacing in its entirety the Base Case table.
Base
Case
(dollars in millions, except per share amounts)
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Projections
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FY2010E
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FY2011E
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FY2012E
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FY2013E
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FY2014E
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Net Sales
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$
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409.2
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$
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423.7
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$
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456.8
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$
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488.8
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$
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530.3
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Adjusted EBITDA(1)
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$
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61.3
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$
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63.7
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$
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79.9
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$
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86.6
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$
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96.6
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EBITDA(2)
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- (5)
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$
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59.4
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$
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76.9
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$
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84.4
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$
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94.4
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Adjusted Net Income(3)
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$
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14.6
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$
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21.6
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$
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34.7
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$
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42.0
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$
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51.5
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Free Cash Flow(4)
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- (6)
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$
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25.1
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$
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45.1
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$
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42.7
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$
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54.2
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Margin and Growth
Rate Analysis
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Revenue Growth
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17.7
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%
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3.6
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7.8
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7.0
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%
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8.5
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Adjusted EBITDA Margin
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15.0
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%
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15.0
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17.5
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17.7
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18.2
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(1)
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Adjusted EBITDA means operating profits, excluding stock
based compensation and non-recurring charges, before
interest, taxes, depreciation and amortization.
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(2)
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Differences between EBITDA and Adjusted EBITDA include
some or all of stock-based compensation expense, pension &
OPEB cash payments and non-recurring severance and customs
expenses.
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(3)
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Adjusted Net Income means net income, excluding
discontinued operations and non-recurring items, tax
effected.
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(4)
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Free Cash Flow calculated using a 38% tax rate for the
calculation of unlevered after-tax income and taking into
consideration projected depreciation and amortization
expense, capital expenditures and expected changes in
working capital investments.
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(5)
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Our management forecasted EBITDA in the amount of $26.3 million for the second half of 2010;
that amount was used by Oppenheimer in its discounted cash flow analysis described on page 39 of
the Definitive Proxy Statement.
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(6)
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Our management forecasted Free Cash Flow in the amount of $28.9 million for the second half
of 2010; that amount was used by Oppenheimer in its discounted cash flow analysis described on page
39 of the Definitive Proxy Statement.
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The following disclosure supplements the discussion at pages 42 and 43 of the Definitive
Proxy Statement by amending and replacing in its entirety the Growth Case table.
Growth
Case
(dollars in millions, except per share amounts)
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Projections
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FY2010E
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FY2011E
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FY2012E
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FY2013E
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FY2014E
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Net Sales
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$
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409.2
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$
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448.4
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$
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491.7
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$
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545.7
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$
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614.0
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Adjusted EBITDA(1)
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$
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61.3
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$
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68.0
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$
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88.7
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$
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100.7
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$
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117.1
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EBITDA(2)
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- (5)
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$
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63.7
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$
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85.7
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$
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98.5
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$
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114.9
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Adjusted Net
Income(3)
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$
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14.6
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$
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24.3
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$
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40.6
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$
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55.8
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$
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66.0
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Free Cash Flow(4)
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- (6)
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$
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23.2
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$
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47.9
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$
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47.0
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$
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62.6
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Margin and Growth
Rate Analysis
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Revenue Growth
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17.7
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%
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9.6
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%
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9.7
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%
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11.0
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%
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12.5
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%
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Adjusted EBITDA
Margin
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15.0
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%
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15.2
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%
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18.0
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%
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18.5
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%
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19.1
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%
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(1)
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Adjusted EBITDA means operating profits, excluding stock based
compensation and non-recurring charges, before interest, taxes,
depreciation and amortization.
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(2)
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Differences between EBITDA and Adjusted EBITDA include some or all of
stock-based compensation expense, pension & OPEB cash payments and
non-recurring severance and customs expenses.
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(3)
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Adjusted Net Income means net income, excluding discontinued
operations and non-recurring items, tax effected.
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(4)
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Free Cash Flow calculated using a 38% tax rate for the calculation of
unlevered after-tax income and taking into consideration projected
depreciation and amortization expense, capital expenditures and
expected changes in working capital investments.
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(5)
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Our management forecasted EBITDA in the amount of $26.6 million for the second half of 2010;
that amount was used by Oppenheimer in its discounted cash flow analysis described on page 39 of
the Definitive Proxy Statement.
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(6)
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Our management forecasted Free Cash Flow in the amount of $29.1 million for the second half
of 2010; that amount was used by Oppenheimer in its discounted cash flow analysis described on page
39 of the Definitive Proxy Statement.
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Cautionary Statement Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements as to the Companys expectations, beliefs and
strategies regarding the future. These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially from those described in such
statements, including the risk that the proposed merger does not occur, the expected timing of
completion of the merger, the ability of the parties to satisfy the conditions to closing of the
merger and other risks as identified in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, and the Companys most recent Quarterly Report on Form 10-Q, each as
filed with the SEC, which contain and identify important factors that could cause the actual
results to differ materially from those contained in the forward-looking statements. The Company
assumes no obligation to update any forward-looking statement contained in this document.
Additional Information and Where to Find It
In connection with the proposed merger, the Company filed the Definitive Proxy Statement and a
form of proxy on Schedule 14A on November 1, 2010 and other related materials with the SEC. The
Definitive Proxy Statement and a form of proxy were first mailed to the stockholders of the Company
on or about November 2, 2010. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT, ALL RELATED SUPPLEMENTS AND AMENDMENTS (IF ANY AND WHEN THEY BECOME
AVAILABLE) AND ALL OTHER RELATED MATERIALS CAREFULLY BECAUSE THEY CONTAIN (AND WILL CONTAIN)
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Investors and stockholders may
obtain free copies of the Definitive Proxy Statement (and other related materials when they become
available) as well as other documents filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, at the Companys website at
www.thermadyne.com/investor-relations by clicking on the link SEC Filings and from the Company by
contacting the Companys corporate secretary, Nick H. Varsam, by mail at 16052 Swingley Ridge Road,
Suite 300, Chesterfield, Missouri 63017 or by telephone at 636-728-3000.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in connection with the proposed
merger. Information regarding the interests of the Companys directors and executive officers and
their ownership of the Companys common stock is included in the Definitive Proxy Statement under
The Merger Interests of Our Directors and Executive Officers and Information about Stock
Ownership. Additional information regarding these directors and executive officers is also
included in the Companys proxy statement for its 2010 Annual Meeting of Stockholders, which was
filed with the SEC on April 7, 2010. This document is available free of charge at the SECs website
at www.sec.gov and from the Company by contacting the Companys corporate secretary, Nick H.
Varsam, by mail at 16052 Swingley Ridge Road, Suite 300, Chesterfield, Missouri 63017 or by
telephone at 636-728-3000.
Thermadyne Hldgs Corp (MM) (NASDAQ:THMD)
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から 5 2024 まで 6 2024
Thermadyne Hldgs Corp (MM) (NASDAQ:THMD)
過去 株価チャート
から 6 2023 まで 6 2024