8-K
filed May 23, 2024, 7:59 PM ET
CIK 0000093676
M&A
confidence high
sentiment neutral
materiality 1.00
STARRETT L S CO: M&A transaction — Starrett completes merger with MiddleGround affiliate; holders get $16.19/share
STARRETT L S CO
- All outstanding shares converted into right to receive $16.19 per share in cash, without interest.
- Stock ceased trading on NYSE as of May 23, 2024; company will file Form 25 to delist and Form 15 to terminate registration.
- Board of directors reconstituted: prior directors resigned; John Stewart and Justin Steil from MiddleGround elected.
- Credit agreement repaid in full and terminated; Rights Agreement terminated prior to effective time.
- Douglas Starrett remains as CEO; John Stewart becomes President, Justin Steil becomes VP and Secretary.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas J. Riordan departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas A. Starrett departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Stewart was elected as Director at STARRETT L S CO.
- Action
- elected
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, John Stewart, aged 55, was elected to the Company’s board of directors for an unlimited term.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Justin Steil was elected as Director at STARRETT L S CO.
- Action
- elected
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Justin Steil, aged 45, was elected to the Company’s board of directors for an unlimited term.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Stewart was elected as President at STARRETT L S CO.
- Action
- elected
- Role
- President
Exact text from the filing
Mr. Stewart was elected as the Company’s President for an unlimited term.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas A. Starrett changed role as Chief Executive Officer at STARRETT L S CO.
- Action
- changed
- Role
- Chief Executive Officer
Exact text from the filing
Douglas A. Starrett’s officer title was changed from “Chief Executive Officer and President” to “Chief Executive Officer,”
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah R. Gordon departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott W. Sproule departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher C. Gahagan departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Justin Steil was appointed as Vice President and Secretary at STARRETT L S CO.
- Action
- appointed
- Role
- Vice President and Secretary
Exact text from the filing
Mr. Steil was appointed as the Company’s Vice President and Secretary for an unlimited term.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charles J. Alpuche departed as Director at STARRETT L S CO.
- Action
- ceased to be member
- Role
- Director
Exact text from the filing
In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
STARRETT L S CO underwent a change of control involving Uhu Inc. (Parent), an affiliate of MiddleGround Capital for $16.19 per share in cash (closed 2024-05-23).
- Action
- change of control
- Counterparty
- Uhu Inc. (Parent), an affiliate of MiddleGround Capital
- Consideration
- $16.19 per share in cash
- Closing
- 2024-05-23
Exact text from the filing
to the Effective Time (other than certain excluded Shares as set forth in the Merger Agreement (such shares, the “Excluded Shares”)) was converted into the right to receive $16.19, payable to the holder thereof in cash, without interest (the “Merger Consideration”), and as of the Effective Time, all such Shares were no longer outstanding and were
View on SEC.gov
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