UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): April 712, 2016

~~BLOUNT~~Blount ~~INTERNATIONAL~~International, ~~INC~~ Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-11549

63 0780521

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


4909 SE International Way, Portland, Oregon		97222-4679
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (503) 653-8881

~~N/A~~Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

~~[ ]~~ ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introduction ~~5.07. Submission of Matters to a Vote of Security Holders.~~

OnPursuant ~~April~~to 7that certain Agreement and Plan of Merger, ~~2016~~dated as of December 9, ~~Blount~~2015 ~~International~~(the “Merger Agreement”), by and among ASP Blade Intermediate Holdings, Inc., a Delaware corporation (~~the~~ “~~Company~~Parent”), ~~held~~ASP Blade Merger Sub, Inc., a ~~special~~newly ~~meeting~~formed Delaware corporation and wholly owned subsidiary of ~~its~~Parent ~~stockholders~~(“Merger Sub”), and Blount International, Inc., a Delaware corporation (the “~~Special Meeting~~Company”)., ~~The~~on ~~proposals~~April ~~submitted~~12, to2016, Merger Sub merged with and into the Company’s ~~stockholders~~(the at“Merger”), with the ~~Special~~Company ~~Meeting~~surviving ~~were:~~the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are beneficially owned by affiliates of American Securities LLC and an affiliate of P2 Capital Partners, LLC (“P2”).

·Pursuant to the ~~adoption~~Merger Agreement, on April 12, 2016, each share of common stock of the ~~Agreement~~Company issued and ~~Plan~~outstanding immediately prior to the effective time of the Merger, ~~dated~~(other asthan of(i) ~~December~~shares 9,owned ~~2015~~by Parent (asincluding itshares ~~may~~owned beby ~~amended,~~P2 ~~supplemented~~that orwere ~~otherwise~~acquired ~~modified~~by inParent ~~accordance~~or ~~with~~one of its ~~terms,~~affiliates prior to the “effective time of the Merger ~~Agreement”~~(described further below)), ~~among~~Merger ~~the~~Sub ~~Company,~~or ~~ASP~~any ~~Blade~~other direct ~~Intermediate~~or ~~Holdings,~~indirect ~~Inc.,~~wholly aowned ~~Delaware~~subsidiary ~~corporation~~of (“Parent”) ~~beneficially~~and shares owned by ~~affiliates~~the Company or any direct or indirect subsidiary of ~~American~~the ~~Securities~~Company, ~~LLC~~in each case not held on behalf of third parties, and ~~ASP~~(ii) ~~Blade~~shares ~~Merger~~owned ~~Sub,~~by ~~Inc.,~~stockholders awho ~~Delaware~~have ~~corporation~~perfected and not ~~wholly~~withdrawn ~~owned~~demands ~~subsidiary~~for, ofor ~~Parent~~lost the right to, appraisal rights under Delaware law (collectively, the “~~Merger~~Excluded ~~Sub~~Shares”)), ~~providing~~was ~~for~~cancelled ~~the~~and ~~merger~~converted ofautomatically ~~Merger~~into ~~Sub~~the ~~with~~right ~~and~~to ~~into~~receive ~~the~~$10.00 ~~Company~~in cash (the “Per Share Merger Consideration”), ~~with~~without interest. Prior to the ~~Company~~closing ~~surviving~~of the Merger, asP2 contributed shares of common stock of the Company to ASP Blade Holdings, Inc., a ~~wholly~~Delaware ~~owned~~corporation ~~subsidiary~~and an affiliate of Parent (~~the~~ “~~Merger Proposal~~Holdings”);, and received in exchange shares of common stock of Holdings, on terms agreed to by P2 and Holdings.

·The description of the ~~approval,~~Merger Agreement onand aMerger ~~non-binding,~~contained ~~advisory~~in ~~basis,~~this ofIntroduction ~~the~~does ~~compensation~~not ~~that~~purport ~~may~~to be ~~paid~~complete orand ~~become~~is ~~payable~~qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company’s ~~named~~Current ~~executive~~Report on ~~officers~~Form in8-K ~~connection~~filed with, ~~or following,~~ the ~~consummation~~Securities ofand ~~the~~Exchange ~~Merger~~Commission (the “~~Advisory Compensation Proposal~~SEC”) on December 10, 2015.

~~The~~Item Merger Proposal and the Advisory Compensation Proposal were each described in greater detail in the Company’s definitive proxy statement relating to the Merger, which the Company filed with the Securities and Exchange Commission (the “SEC”) on March 9, 20161.01 ~~The~~Entry ~~Company’s~~into ~~stockholders~~a ~~approved~~Material ~~both~~Definitive ~~the Merger Proposal and the Advisory Compensation Proposal.~~Agreement

~~The~~In ~~voting~~connection ~~results~~with ~~for~~the closing of the Merger, ~~Proposal~~on ~~and~~April 12, 2016, the ~~Advisory~~Company’s ~~Compensation~~subsidiaries ~~Proposal~~Blount, ~~including~~Inc. and Omark Properties, Inc. (collectively, the ~~number~~“Borrowers”) ofrepaid ~~votes~~all ~~cast~~amounts ~~for~~outstanding under their existing credit facility with Bank of America, ~~against~~N.A., oras ~~withheld~~administrative agent, ~~and~~swing ~~the~~line ~~number~~lender ofand ~~abstentions~~L/C issuer and ~~non-votes,~~certain other financial institutions (the “Existing Credit Facility”) with ~~respect~~the toproceeds ~~each~~of ~~such~~borrowings ~~proposal,~~under ~~are~~the new Credit Facility (as ~~follows:~~defined below) and terminated the Existing Credit Facility.

Merger Proposal
FOR	AGAINST	ABSTAIN	NON-VOTES
36,292,819	478,038	195,889	0

On April 12, 2016, in connection with the closing of the Merger, Merger Sub, the Company (as successor by merger to Merger Sub), Parent and certain of the Company’s domestic subsidiaries entered into a (x) credit agreement (the “Credit Facility”) with Barclays Bank PLC, as administrative agent and collateral agent (in such capacity, the “Collateral Agent”) and certain other financial institutions and (y) Security Agreement in favor of the Collateral Agent. The lenders under the Credit Facility have advanced to the Company $475 million of senior secured dollar term loans, with a maturity date of April 12, 2023, and have also provided the Company with a revolving line of credit of up to $75 million with a maturity date of April 12, 2021. The Credit Facility includes borrowing capacity available for letters of credit and for borrowings on same-day notice under swingline loans. Term loans and revolving loans under the Credit Facility bear interest at a rate equal to, at the Borrowers’ option, the LIBOR rate plus 6.25% or an alternate base rate plus 5.25%.

Advisory Compensation Proposal
FOR	AGAINST	ABSTAIN	NON-VOTES
35,510,520	656,248	799,978	0

AsThe ofCredit ~~March~~Facility 4includes customary representations, ~~2016~~warranties and ongoing affirmative and negative covenants and events of default. The negative covenants include, ~~the~~among ~~record~~other ~~date~~things, ~~for~~limitations ~~the~~on ~~Special~~indebtedness, ~~Meeting~~liens, ~~there~~asset ~~were~~sales, 48mergers and acquisitions,~~250~~ investments,~~363~~ ~~shares~~transactions with affiliates, dividends and other restricted payments and sale and leaseback transactions of the Company’s ~~common~~or ~~stock~~any ~~issued~~of ~~and~~its ~~outstanding~~subsidiaries. ~~and~~The ~~entitled~~Credit Facility also requires the Company to ~~vote~~maintain a maximum leverage ratio.

InItem connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement1. As02. ~~there~~Termination ~~were sufficient votes at the time~~ of ~~the~~a ~~Special~~Material ~~Meeting~~Definitive ~~to adopt the Merger~~ Agreement, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.

~~Subject~~The todisclosure ~~the~~set ~~satisfaction~~forth orabove ~~waiver~~under Item of1.01 ~~the~~with ~~remaining~~respect ~~closing~~to ~~conditions,~~ the ~~parties~~termination ~~expect~~of the ~~Merger~~Borrowers’ toExisting ~~close~~Credit onFacility oris ~~about~~incorporated ~~April~~by ~~12,~~reference ~~2016~~into this Item 1.02.

Item 82.01. ~~Other~~Completion ~~Items.~~of Acquisition or Disposition of Assets

OnThe ~~April~~information 7,set ~~2016,~~forth ~~the~~in ~~Company issued a press release announcing~~ the Introduction ~~results~~above ofand ~~the Special Meeting~~Item 5.01 ~~The~~below ~~press release~~ is ~~attached hereto as Exhibit 99.1 and~~ incorporated herein by reference ~~herein~~.

~~Cautionary~~Item ~~Statement~~2.03. ~~Regarding~~Creation ~~Forward~~of a Direct Financial Obligation or an Obligation under an Off-~~Looking~~Balance ~~Statements~~Sheet Agreement of a Registrant

~~“Forward-looking statements”~~The indisclosure ~~this~~set ~~Current~~forth ~~Report~~above onunder ~~Form~~Item ~~8-K (including Exhibit 99.~~1 hereto), including without limitation statements regarding the proposed transaction, the expected timetable for completing the proposed transaction, the Company’s “outlook,” “expectations,” “beliefs,” “plans,” “indications,” “estimates,” “anticipations,” “guidance” and their variants, as defined by the Private Securities Litigation Reform Act of 1995, are based upon available information and upon assumptions that the Company believes are reasonable; however, these forward-looking statements involve certain risks and should not be considered indicative of actual results that the Company may achieve in the future.01 There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, in particular, among other things, the ability to consummate the proposed transaction in the time frame expected by the parties or at all; any conditions imposed on the parties in connection with ~~the~~respect ~~consummation of the proposed transaction; the satisfaction of the remaining conditions~~ to the ~~consummation~~Credit Facility ~~of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers~~ and ~~customers;~~ the ~~ability~~incurrence of ~~third~~indebtedness ~~parties~~thereunder tois ~~fulfill~~incorporated ~~their~~by ~~obligations~~reference ~~relating~~into to the proposed transaction, including providing financing under current financial market conditions; litigation relating to the proposed transaction; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including the “Risk Factors” and “Forward Looking Statements” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly Reports on Form 10-Q. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this ~~document~~Item ~~except as required by law~~2.03.

Item 93.01. ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits.~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior the effective time of the Merger was cancelled and, other than the Excluded Shares, was converted into the right to receive the Per Share Merger Consideration. Accordingly, on April 12, 2016, the Company notified the New York Stock Exchange (dthe “NYSE”) ~~Exhibits~~that shares of the Company’s common stock should be removed from listing on the NYSE and requested that the NYSE file with the SEC a Form 25 to report the delisting of the Company’s common stock from the NYSE. Shares of the Company’s common stock were removed from listing on the NYSE prior to market open on April 12, 2016. Also, on April 12, 2016, in accordance with the Company’s request, the NYSE filed the Form 25 with the SEC in order to provide notification of such delisting and to effect the deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Exhibit No.		Description of Exhibit
99.1		Press Release, dated April 7, 2016

Item 3.03.

Material Modifications to Rights of Security Holders

~~SIGNATURES~~As a result of the consummation of the Merger on April 12, 2016, each share of the Company’s common stock issued and outstanding immediately prior the effective time of the Merger (other than the Excluded Shares) was converted into the right to receive the Per Share Merger Consideration.

~~Pursuant~~Additionally, at the effective time of the Merger, each option to purchase shares of Company common stock (a “stock option”) outstanding immediately prior to the ~~requirements~~effective time of the ~~Securities~~Merger, ~~Exchange~~whether ~~Act~~then vested or unvested, (i) was cancelled without payment if such stock option had an exercise price greater than the Per Share Merger Consideration, and (ii) if the exercise price of ~~1934~~such stock option was not greater than the Per Share Merger Consideration, entitled the ~~registrant~~holder ~~has~~thereof ~~duly~~to ~~caused~~receive ~~this~~from ~~report~~the Company an amount in cash equal to bethe ~~signed~~product onof ~~its~~(x) ~~behalf~~the bytotal number of shares subject to such stock option immediately prior to the ~~undersigned~~effective ~~hereunto~~time ~~duly~~of ~~authorized~~the Merger and (y) the excess of the Per Share Merger Consideration over the exercise price per share of such stock option.

	BLOUNT INTERNATIONAL, INC.
Date: April 7, 2016	By:	/s/ Chad E. Paulson
		Name: Chad E. Paulson
		Title: Vice President, General Counsel and Secretary

~~EXHIBIT~~Also, ~~INDEX~~at the effective time of the Merger, each stock appreciation right in respect of shares of Company common stock outstanding immediately prior to the effective time of the Merger, whether then vested or unvested, (i) was cancelled without payment if such stock appreciation right had a reference price greater than the Per Share Merger Consideration, and (ii) if the reference price of such stock appreciation right was not greater than the Per Share Merger Consideration, entitled the holder thereof to receive from the Company an amount in cash equal to the product of (x) the total number of shares subject to such stock appreciation right immediately prior to the effective time of the Merger and (y) the excess of the Per Share Merger Consideration over the reference price per share of such stock appreciation right.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated April 7, 2016

Also, at the effective time of the Merger, each restricted stock unit or deferred stock unit in respect of shares of Company common stock outstanding immediately prior to the effective time of the Merger, whether then vested or unvested, was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares subject to such restricted stock unit or deferred stock unit immediately prior to the effective time of the Merger and (ii) the Per Share Merger Consideration.

The Company intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act at the time such filings are permitted under SEC rules. Upon filing of the Form 15, the Company will no longer be required to prepare and file public reports with the SEC under Sections 13(a) and 15(d) of the Exchange Act and the Company will cease to file such reports.

Item 5.01.

Changes in Control of Registrant

The information set forth in the Introduction above and Item 5.02 below is incorporated herein by reference. Parent funded the Per Share Merger Consideration through equity financing provided by American Securities Partners VI, L.P., American Securities Partners VI(B), L.P., American Securities Partners VI(C), L.P. and American Securities Partners VI(D), L.P. (the “AS Parties”) and P2 and debt financing provided under the Credit Facility as described in further detail above. As of the effective time of the Merger, the issued and outstanding common stock of the Company is beneficially owned as follows: (i) approximately 95.6% by the AS Parties, and (ii) approximately 4.4% by P2.

This description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2015.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the consummation of the Merger, all of the directors of the Company as of immediately prior to the effective time of the Merger resigned from their positions as directors of the Company, effective as of the effective time of the Merger. After the effective time of the Merger, Loren Easton and Aaron Maeng, directors of Merger Sub, were appointed to the board of directors of the Company and Joshua L. Collins, the Chief Executive Officer of the Company and a director of the Company immediately prior to the effective time of the Merger, was reappointed to the board of directors of the Company.

The incumbent officers of the Company immediately prior to the effective time of the Merger were reappointed as officers of the Company after the effective time of the Merger by resolution of the Company’s board of directors.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As a result of the consummation of the Merger, the Certificate of Incorporation of the Company was amended and restated by the Certificate of Merger filed with the Secretary of State of the State of Delaware on April 12, 2016.

The Certificate of Merger, including the Amended and Restated Certificate of Incorporation, is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 8.01.

Other Events

A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Merger, including the Amended and Restated Certificate of Incorporation, of Blount International, Inc.

99.1		Press Release Announcing Closing of Merger, dated April 12, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BLOUNT INTERNATIONAL, INC.

BY:	/s/ Chad E. Paulson
	Name:	Chad E. Paulson
	Title:	Vice President, General Counsel and Secretary

Date: April 14, 2016

EXHIBIT INDEX


Exhibit No.		Description

3.1		Certificate of Merger, including the Amended and Restated Certificate of Incorporation, of Blount International, Inc.

99.1		Press Release Announcing Closing of Merger, dated April 12, 2016

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