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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Thermadyne Hldgs Corp (MM) | NASDAQ:THMD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.99 | 0 | 01:00:00 |
THERMADYNE HOLDINGS CORPORATION
|
(Name of Issuer)
|
Common Stock, Par Value $0.01 per share
|
(Title of Class of Securities)
|
883435307
|
(CUSIP Number)
|
Eve G. Mongiardo
|
c/o IPC Manager III, L.P.
|
277 Park Avenue, 39th Floor
|
New York, New York 10172
|
(212) 551-4500
|
Copies to:
|
David Zeltner, Esq.
|
Matthew J. Gilroy, Esp.
|
Weil, Gotshal & Manges LLP
|
767 Fifth Avenue
|
New York, New York 10153
|
(212) 310-8000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
October 5, 2010
|
(Date of Event Which Requires Filing of this Statement)
|
|
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
CUSIP No.
883435307
|
Page 2 of 16 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
Razor Holdco Inc.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||||
8
|
SHARED VOTING POWER
4,496,555
1
(See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
None (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
1
(See Item 4 and 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
1
(See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No.
883435307
|
Page 3 of 16 Pages
|
|||||||
1
|
NAME OF REPORTING PERSONS
IPC/Razor LLC
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
NONE
|
||||||
8
|
SHARED VOTING POWER
4,496,555
2
(See Item 5)
|
|||||||
9
|
SOLE DISPOSITIVE POWER
NONE (See Item 5)
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
2
(See Item 4 and 5)
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
2
(See Item 5)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No.
883435307
|
Page 4 of 16 Pages
|
|||||||
1
|
NAME OF REPORTING PERSONS
Irving Place Capital Partners III, L.P.
|
|||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||||
3
|
SEC USE ONLY
|
|||||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
||||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
NONE
|
||||||
8
|
SHARED VOTING POWER
4,496,555
3
(See Item 5)
|
|||||||
9
|
SOLE DISPOSITIVE POWER
NONE (See Item 5)
|
|||||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
3
(See Item 4 and 5)
|
|||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
3
(See Item 5)
|
|||||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
||||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No.
883435307
|
Page 5 of 16 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
IPC Advisors III, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||||
8
|
SHARED VOTING POWER
4,496,555
4
(See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
None (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
4
(See Item 4 and 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
4
(See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP No.
883435307
|
Page 6 of 16 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
JDH Management LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨ | ||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||||
8
|
SHARED VOTING POWER
4,496,555
5
(See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
None (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
5
(See Item 4 and 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
5
(See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨ | ||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP No.
883435307
|
Page 7 of 16 Pages
|
|||||
1
|
NAME OF REPORTING PERSONS
John D. Howard
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
¨
(b)
x
|
|||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
|
¨ | ||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
||||
8
|
SHARED VOTING POWER
4,496,555
6
(See Item 5)
|
|||||
9
|
SOLE DISPOSITIVE POWER
None (See Item 5)
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,496,555
5
(See Item 4 and 5)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,496,555
5
(See Item 5)
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|
¨
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
99.1
|
Agreement and Plan of Merger, dated as of October 5, 2010, by and among Razor Holdco Inc., Razor Merger Sub Inc. and Thermadyne Holdings Corporation.
|
|
99.2
|
Voting Agreement, dated as of October 5, 2010, by and among Razor Holdco Inc. and certain investment funds managed by Angelo, Gordon & Co., L.P.
|
|
99.3
|
Joint Filing Agreement, dated as of October 13, 2010, by and among Razor Holdco Inc., IPC/Razor LLC, Irving Place Capital Partners III, L.P., IPC Advisors III, L.P., JDH Management LLC and John D. Howard.
|
RAZOR HOLDCO INC.
|
||||
By:
|
/s/ Douglas Korn
|
|||
Name:
|
Douglas Korn
|
|||
Title:
|
President
|
|||
IPC/RAZOR LLC
|
||||
By:
|
/s/ Douglas Korn
|
|||
Name:
|
Douglas Korn
|
|||
Title:
|
President
|
|||
IRVING PLACE CAPITAL PARTNERS III, L.P.
By: IPC Advisors III, L.P., its General Partner
By: JDH Management LLC, its General Partner
|
||||
By:
|
/s/ John D. Howard
|
|||
Name:
|
John D. Howard
|
|||
Title:
|
Sole Member
|
|||
IPC ADVISORS III, L.P.
By: JDH Management LLC, its General Partner
|
||||
By:
|
/s/ John D. Howard
|
|||
Name:
|
John D. Howard
|
|||
Title:
|
Sole Member
|
|||
JDH MANAGEMENT LLC
|
||||
By:
|
/s/ John D. Howard
|
|||
Name:
|
John D. Howard
|
|||
Title:
|
Sole Member
|
|||
JOHN D. HOWARD
|
||||
/s/ John D. Howard
|
Name / Title
|
Employer & Business Address
|
Current Occupation/Position
|
Citizenship
|
Douglas Korn
Director;
President
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P.; Director of CH4 Energy II, LLC; Director of Ironshore Inc.; Director of MC Shipping Inc.; Director of PlayCore Holdings, Inc.; Director of Vitamin Shoppe, Inc.
|
United States
|
Joshua Neuman
Director;
Vice President and Secretary
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Managing Director of Irving Place Capital Management, L.P.; Director of Ironshore Inc.
|
United States
|
Eve G. Mongiardo
Treasurer
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Chief Operating Officer, Chief Financial Officer and Senior Managing Director of Irving Place Capital Management, L.P. and Senior Managing Director and officer of certain of its affiliates
|
United States
|
Name
|
Employer & Business Address
|
Current Occupation/Position
|
Citizenship
|
Douglas Korn
President
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P.; Director of CH4 Energy II, LLC; Director of Ironshore Inc.; Director of MC Shipping Inc.; Director of PlayCore Holdings, Inc.; Director of Vitamin Shoppe, Inc.
|
United States
|
Joshua Neuman
Vice President and Secretary
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Managing Director of Irving Place Capital Management, L.P.; Director of Ironshore Inc.
|
United States
|
Eve G. Mongiardo
Treasurer
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Chief Operating Officer, Chief Financial Officer and Senior Managing Director of Irving Place Capital Management, L.P. and Senior Managing Director and officer of certain of its affiliates
|
United States
|
Name
|
Employer & Business Address
|
Current Occupation/Position
|
Citizenship
|
Phillip M. Carpenter III
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director of Alpha Packaging Holdings, Inc.; Director of Chesapeake Corporation; Director of Multi Packaging Solutions, Inc.; Director of New York & Company
|
United States
|
Robert Juneja
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director of Universal Hospital Services, Inc.; Director of Cavalry investments, LLC; Director of Manifold Capital Corporation; Director of Alter Moneta Holdings, L.P.; Director of Caribbean Financial Group
|
United States
|
David Knoch
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates
|
United States
|
Theodore B. Young
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director MC Shipping Inc.
|
United States
|
Eve G. Mongiardo
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Chief Operating Officer, Chief Financial Officer and Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; and Senior Managing Director and officer of certain of its affiliates
|
United States
|
Douglas Korn
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director of CH4 Energy II, LLC; Director of Ironshore Inc.; Director of MC Shipping Inc.; Director of PlayCore Holdings, Inc.; Director of Vitamin Shoppe, Inc.
|
United States
|
Richard L. Perkal
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director of PSP Group, LLC; Director of CamelBak Group, LLC Director of New York & Company; Director of Vitamin Shoppe, Inc.
|
United States
|
David E. King
Senior Managing Director
|
Irving Place Capital Management, L.P.
277 Park Avenue, 39th Floor
New York, New York 10172
|
Senior Managing Director of Irving Place Capital Management, L.P. and officer of certain of its affiliates; Director of Alter Moneta Holdings, L.P.; Director of Caribbean Financial Group; Director of Doral Financial Corporation; Director of Ironshore Inc.; Director of Cavalry investments , LLC; Director of Garnet Capital Advisors, LLC; and Director of Manifold Capital Corporation
|
United States
|
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