M&A - BARNES GROUP INC

Form Type: 15-12G

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000114036125003281

Filing Summary: On January 27, 2025, Barnes Group Inc. completed the previously announced merger with Goat Merger Sub, Inc., a wholly owned subsidiary of Goat Holdco, LLC. The merger resulted in Barnes becoming a wholly owned subsidiary of Parent. This action was in accordance with the Agreement and Plan of Merger signed on October 6, 2024, allowing for the completion of the merger and changing the registration status under the Securities Exchange Act of 1934.

Form Type: 8-K

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125001965

Filing Summary: On January 27, 2025, Goat Holdco, LLC completed the acquisition of Barnes Group Inc. through a merger agreement. In this merger, Merger Sub was merged with Barnes, making Barnes a wholly owned subsidiary of Parent. Each outstanding share of Barnes common stock was converted into the right to receive $47.50 in cash. The merger affected stock options and restricted stock units awarded, with various adjustments to compensation rights as per the agreement. Concurrently, Barnes repaid all outstanding loans and terminated credit commitments under a prior credit agreement. Following the merger, Barnes notified the NYSE to suspend trading and delist its common stock. Changes to the board of directors occurred, with several resignations and appointments as a result of the merger. The merger caused a change in control of Barnes, with updated organizational documents reflecting these changes.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000114036125002007

Filing Summary: Barnes Group Inc. filed a Post-Effective Amendment to deregister any remaining unsold shares of its common stock under multiple previously filed registration statements, effective January 27, 2025. This action follows the completion of a merger with Goat Holdco, LLC, making Barnes Group Inc. a wholly owned subsidiary of Parent. The merger was finalized with a Certificate of Merger on the same date, leading to the termination of all common stock offerings as stated in the registration statements. The document lists various registration numbers and details of the planned deregistration of shares, indicating compliance with the requirements of the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002008

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister any unsold shares of its common stock under various Registration Statements previously submitted to the SEC. This action follows the merger of Barnes Group Inc. with Goat Holdco, LLC, and Goat Merger Sub, Inc., effective the same day. Consequently, all offerings of the Registrant Common Stock are terminated as the Registrant becomes a wholly owned subsidiary of the Parent company. The document references multiple Registration Statements with shares registered, the total number reflecting prior filings dating back to 1988. This amendment ensures compliance with undertakings to deregister unsold securities after the termination of the offerings. The Registrant, incorporating elements from its 1991 Stock Incentive Plan to the most recent Stock and Incentive Award Plan, signifies the consolidation of its stock offerings under the terms of the merger.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002009

Filing Summary: On January 27, 2025, Barnes Group Inc. completed a merger with Goat Holdco, LLC, under which Goat Merger Sub, Inc., a wholly owned subsidiary of Goat Holdco, merged with Barnes Group Inc. The Registrant survived the merger as a wholly owned subsidiary of Goat Holdco. In conjunction with this merger, Barnes Group Inc. filed Post-Effective Amendments to deregister any shares of its common stock that were previously registered under multiple Form S-8 Registration Statements but remain unsold. This action effectively terminates the offerings of the Registrant's common stock, reflecting the cessation of any ongoing stock registration due to the merger.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002010

Filing Summary: On January 27, 2025, Barnes Group Inc. completed a merger with Goat Holdco, LLC and Goat Merger Sub, Inc. as outlined in the Agreement and Plan of Merger dated October 6, 2024. The merger resulted in the Registrant becoming a wholly owned subsidiary of Parent, and as a consequence, all offerings of the Registrant's common stock registered under various S-8 Registration Statements have been terminated. The merger was formalized with the filing of a Certificate of Merger with the Secretary of State of Delaware and led to the deregistration of any shares of common stock that were registered but unsold at the date of the filing.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002011

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister shares of its common stock under multiple previously filed Registration Statements. The amendment follows a merger agreement dated October 6, 2024, with Goat Holdco, LLC. The merger was executed on the same date, resulting in Barnes Group becoming a wholly owned subsidiary of Goat Holdco. All offerings of common stock under prior Registration Statements have been terminated as a result of this merger. This document outlines the details of the deregistration of shares that remain unsold under each Registration Statement, citing various filing dates and numbers for the shares initially registered. The Registrant has formally terminated the effectiveness of each of the Registration Statements.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002012

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister any unsold shares of its common stock previously registered under multiple Registration Statements on Form S-8, following the effectiveness of a merger with Goat Holdco, LLC. The merger, effective from the same date, rendered the offerings of the common stock terminated. The document details the prior registration statements and their respective share quantities, emphasizing that any registered but unsold shares are being removed from registration in compliance with the undertakings made in the original filings. The Registrant confirms that it considered all necessary requirements for filing and has properly authorized the amendments. Jay B. Knoll, Senior Vice President, General Counsel, and Secretary, signed the document, affirming the filing on behalf of Barnes Group Inc.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002013

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to Form S-8 to deregister shares of its common stock that were registered but unsold under multiple prior Registration Statements. This filing is in connection with a Merger that became effective on the same date, where Barnes Group Inc. merged with Goat Merger Sub, Inc., resulting in Barnes Group Inc. becoming a wholly owned subsidiary of Goat Holdco, LLC. The filing states that all prior offerings of the Registrant Common Stock are terminated and that the Registrant is removing from registration any and all shares that remain unsold as of this date, effectively terminating the effectiveness of each of the Registration Statements listed.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002014

Filing Summary: Barnes Group Inc. filed a Post-Effective Amendment to deregister any and all shares of its common stock under multiple Registration Statements following the merger that became effective on January 27, 2025. The registration included shares associated with various plans such as the Barnes Group Stock Incentive Plan and Employee Stock Purchase Plan, among others. The merger, involving Goat Holdco, LLC as the parent company, means Barnes Group Inc. will exist as a wholly owned subsidiary of Goat Holdco, LLC, resulting in termination of all stock offerings registered under the previously mentioned statements.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002015

Filing Summary: On January 27, 2025, Barnes Group Inc. implemented a merger with Goat Holdco, LLC, with Goat Merger Sub, Inc. merging into Barnes Group Inc. as part of the plan, resulting in Barnes Group Inc. becoming a wholly owned subsidiary of Goat Holdco. This merger led to the termination of all offerings of Barnes Group Inc.’s common stock under various prior Registration Statements. As part of this filing, Barnes Group Inc. deregistered any and all shares of its common stock that were registered but unsold under the specified Registration Statements, as required by the Securities Act of 1933. This post-effective amendment was filed to reflect these changes and to officially remove unsold securities from registration, thereby ensuring compliance with governing regulations.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002017

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to its registration statements on Form S-8. This amendment reports the deregistration of any unissued shares of the company's common stock due to a merger that became effective on the same day. Under the Merger Agreement with Goat Holdco, LLC, Barnes Group Inc. was merged into Goat Merger Sub, Inc., which is now a wholly owned subsidiary of Goat Holdco. As a result of the merger, Barnes Group has terminated all offerings of its common stock related to these registration statements, and is formally terminating the effectiveness of the previous registrations. This includes multiple registration statements that were filed over the years, involving various stock and incentive plans.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002018

Filing Summary: Barnes Group Inc. filed a Post-Effective Amendment to deregister shares of its common stock that were registered but unsold under multiple Registration Statements on Form S-8. The amendment was made as a result of a merger with Goat Holdco, LLC. This merger, which resulted in Barnes Group Inc. becoming a wholly owned subsidiary of Goat Holdco, LLC, was effective on January 27, 2025, following the filing of a Certificate of Merger with the Secretary of State of Delaware. As per the Registrant's obligation, this filing terminates the effectiveness of the previous S-8 Registration Statements, thereby deregistering all unsold shares under those filings. The document confirms the Registrant's status and intention regarding the discontinuation of stock offerings post-merger.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002019

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a post-effective amendment to Form S-8, deregistering shares of its common stock due to a merger agreement entered into on October 6, 2024, with Goat Holdco, LLC and Goat Merger Sub, Inc. The merger resulted in the Registrant becoming a wholly owned subsidiary of Parent. Consequently, all offerings of common stock registered under previous S-8 registration statements have been terminated, and any unsold shares have been deregistered as of the effective merger date, January 27, 2025. The document lists various registration statements and shares registered under them, specifying that it accounts for past corporate actions like stock splits. The filing indicates that Barnes Group Inc. meets the requirements for filing under Form S-8 and is authorized by its senior vice president, Jay B. Knoll.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002020

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister any and all shares of its common stock that were registered but unsold under multiple previously filed Registration Statements. The amendments were made in connection with the company's merger with Goat Holdco, LLC, effective on the same date. As part of the merger, Barnes Group Inc. became a wholly owned subsidiary of Goat Holdco, LLC. The Registration Statements include various plans such as the 1991 Barnes Group Stock Incentive Plan, Employee Stock and Ownership Programs, and retirement savings plans, among others. The document confirms the termination of the effectiveness of these Registration Statements as a consequence of the merger, satisfying the obligations of the company to remove from registration any unsold securities.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002021

Filing Summary: On January 27, 2025, Barnes Group Inc. filed Post-Effective Amendments to multiple Registration Statements on Form S-8 to deregister shares of its common stock that remain unsold due to the effective merger with Goat Holdco, LLC and Goat Merger Sub, Inc. The merger, which became effective the same day, resulted in Barnes Group Inc. becoming a wholly owned subsidiary of Goat Holdco, and consequently, all offerings of the Registrant Common Stock under the previously filed Registration Statements are terminated. The document outlines various registration statements filed since 1988 and indicates the total shares and various stock plans affected by this merger. It details the company's compliance with the SEC regulations concerning the deregistration of unsold securities and concludes with the signatures of authorized representatives of Barnes Group Inc.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002022

Filing Summary: Barnes Group Inc. is filing Post-Effective Amendments to multiple Form S-8 Registration Statements to deregister shares of its common stock that were registered but unsold under these statements. The registration numbers include shares related to several stock plans such as the 1991 Barnes Group Stock Incentive Plan, Employee Stock and Ownership Program, among others. The amendments are due to a merger agreement with Goat Holdco, LLC and Goat Merger Sub, Inc. on October 6, 2024, which was formalized on January 27, 2025, through a Certificate of Merger. The Registrant will cease all offerings of common stock, terminating the effectiveness of previous registrations and removing unsold shares from each Registration Statement.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002023

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister shares of common stock under various previously filed Registration Statements on Form S-8. The amendments were made following the completion of a merger with Goat Holdco, LLC, effective the same day. The Registrant has terminated all stock offerings previously registered and has removed any unsold registered securities, in compliance with the Securities Act of 1933 requirements.

Form Type: S-8 POS

Filing Date: 2025-01-27

Corporate Action: Merger

Type: Update

Accession Number: 000114036125002024

Filing Summary: On January 27, 2025, Barnes Group Inc. filed a Post-Effective Amendment to deregister shares of its common stock previously registered under multiple S-8 Registration Statements. This filing is associated with a merger agreement dated October 6, 2024, with Goat Holdco, LLC, resulting in the merger of Goat Merger Sub, Inc. with Barnes Group Inc., making it a wholly owned subsidiary of Goat Holdco, LLC. The merger took effect on January 27, 2025, which prompted the termination of offerings of the Registrant Common Stock under the existing Registration Statements. As part of this amendment, Barnes Group Inc. has removed all unsold shares from registration and terminated the effectiveness of the relevant Registration Statements.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: Update

Accession Number: 000110465925005362

Filing Summary: This document is Amendment No. 2 to the Schedule 13D filed with the SEC regarding Barnes Group Inc. It amends the previous filing and discusses an Agreement and Plan of Merger dated October 6, 2024, involving the Issuer, Goat Holdco, LLC, and Goat Merger Sub, Inc. Irenic Capital Management LP is considering contributing a minority portion of its shares to the acquiring entity in exchange for equity in the post-merger company. This amendment is part of a series, with the initial Schedule 13D filed on January 29, 2024, and the first amendment on March 7, 2024.

Form Type: 8-K

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000681

Filing Summary: On January 9, 2025, Barnes Group Inc. held a Special Meeting of stockholders to consider proposals related to the Agreement and Plan of Merger, dated October 6, 2024, among Barnes, Goat Holdco, LLC, and Goat Merger Sub, Inc. The stockholders approved the proposal to adopt the Merger Agreement with 41,315,143 votes in favor, representing approximately 81% of total voting power. Additionally, they approved an advisory compensation proposal for named executive officers related to the Merger Agreement. The Adjournment Proposal was not necessary due to sufficient votes being present. Completion of the merger is subject to customary closing conditions, including regulatory approvals. A press release announcing the voting results was issued on the same day.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050520

Filing Summary: On December 30, 2024, Barnes Group Inc. reported on its merger agreement with Goat Holdco, LLC and its subsidiary Goat Merger Sub, Inc., by which Merger Sub will merge with and into Barnes, making Barnes a wholly owned subsidiary of Parent. The definitive proxy statement for the Barnes special meeting of stockholders scheduled for January 9, 2025, is highlighted. Notably, several lawsuits have arisen from stockholders contesting the merger, claiming deficiencies in the proxy statement's disclosures. While Barnes stands by the validity of its disclosures and denies any wrongdoing, it is voluntarily offering additional information to mitigate potential delays caused by the lawsuits. The document outlines projected enterprise values and share valuations post-merger according to Goldman Sachs’ financial analysis, alongside various financial metrics concerning the involved companies. The report emphasizes the significance of shareholder approval and provides clarity on the merger's financial implications, including estimates of equity value per share from $31 to $71, calculated through various financial methodologies. Additional insights into the comparison of prior acquisition transactions and adjusted EBITDA multiples relevant to similar companies are presented.

Form Type: DEFA14A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000114036124050522

Filing Summary: On December 30, 2024, Barnes Group Inc. disclosed updates regarding its planned merger with Goat Holdco, LLC, following the Agreement and Plan of Merger executed on October 6, 2024. The merger will see Goat Merger Sub, Inc. merge with Barnes, with Barnes continuing as a wholly owned subsidiary of Parent. A definitive proxy statement has been filed for a special stockholders' meeting scheduled on January 9, 2025, to vote on matters necessary to finalize the merger. As part of the proceedings, Barnes reported receiving multiple demand letters and lawsuits from stockholders claiming disclosure deficiencies related to the merger, asserting that the proxy statement lacked complete information. Despite this, Barnes contends the allegations are without merit and believes no further disclosures are necessary, although it has voluntarily provided supplemental disclosures to mitigate any potential delays in the merger process. The document underlines that Barnes ignores all allegations of liability or wrongdoing regarding the disclosed information. Furthermore, the supplemental information aims to enhance transparency and reaffirm confidence in the merger process while providing additional insights into financial valuations from Goldman Sachs and Jefferies LLC regarding Barnes' equity value and projected financial performance post-merger.

Form Type: CORRESP

Filing Date: 2024-11-22

Corporate Action: Merger

Type: Update

Accession Number: 000114036124047598

Filing Summary: On November 22, 2024, Barnes Group Inc. submitted a letter to the U.S. Securities and Exchange Commission (SEC) addressing comments from the SEC staff regarding its Preliminary Proxy Statement on Schedule 14A related to a proposed merger with Goat Holdco, LLC and Goat Merger Sub, Inc. The company asserts that the transaction does not fall under the definition of a 'Rule 13e-3 transaction' as specified in the Securities Exchange Act of 1934. Barnes indicates that none of the parties involved in the merger are affiliates, and that its management is not engaged in the transaction, maintaining less than 1% beneficial ownership. The company emphasizes the arm’s-length negotiations and the independence of its board of directors in approving the merger. Additionally, since Apollo Global Management and its affiliates are not considered affiliates of Barnes and do not hold any of its securities, the scenarios that Rule 13e-3 aims to address are absent in this case. As a result, Barnes concludes that Rule 13e-3 does not apply to the merger transaction.