UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1529, 2020 (May 25, 2020)

WABCO HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

1-33332

20-8481962

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


Giacomettistrasse 1, 3000 Bern 31, Switzerland
1220 Pacific Dr., Auburn Hills, Michigan		48326-1589
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +41-315-813-300

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

WBC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01~~Note ~~Other Events.~~

AsOn ~~previously announced~~May 29, on2020 ~~March~~(the ~~28,~~“Closing ~~2019~~Date”), ~~WABCO~~ZF ~~Holdings~~Friedrichshafen ~~Inc.~~AG (“ZF”), a ~~Delaware~~stock corporation (organized and existing under the ~~“Company”),~~laws ~~entered~~of ~~into~~the anFederal ~~Agreement~~Republic ~~and~~of ~~Plan~~Germany, completed the acquisition of ~~Merger~~WABCO Holdings Inc. (“WABCO” or the “~~Merger Agreement~~Company”) ~~with~~pursuant ZFto ~~Friedrichshafen~~the ~~AG,~~terms aof ~~stock~~the ~~corporation~~previously ~~organized~~announced Agreement and ~~existing~~Plan ~~under the laws~~ of ~~the~~Merger, ~~Federal~~dated ~~Republic~~as of ~~Germany~~March 28, 2019 (the “ZFMerger Agreement”), by and among WABCO, ZF and Verona Merger Sub Corp., a Delaware corporation and ~~indirect~~a wholly owned subsidiary of ZF, ~~pursuant~~(“Merger toSub”). ~~which,~~Pursuant ~~among~~to ~~other~~the ~~things~~Merger Agreement, ~~Verona~~ Merger Sub ~~Corp. will be~~ merged with and into ~~the~~WABCO, ~~Company~~with (WABCO surviving the ~~“Merger”),~~merger ~~with~~as the ~~Company~~ surviving corporation (the ~~Merger~~“Surviving asCorporation”) anand ~~indirect~~becoming a wholly owned subsidiary of ZF (the “Merger”).

OnAt ~~May 15, 2020,~~ the ~~Company~~effective ~~issued~~time aof ~~joint~~the ~~press~~Merger ~~release~~(the ~~with~~“Effective ZFTime”), ~~announcing~~subject ~~that~~to the ~~Chinese~~terms ~~State~~and ~~Administration~~conditions ~~for~~of ~~Market~~the ~~Regulation~~Merger ~~provided~~Agreement, ~~regulatory~~each ~~clearance~~share ~~for~~of ~~the~~WABCO’s ~~Merger.~~common ~~All~~stock, ~~required~~par ~~regulatory~~value ~~approvals~~$0.01 ~~now~~per ~~have~~share ~~been~~(“Common ~~received~~Stock”), issued and ~~the~~outstanding ~~parties~~immediately ~~expect~~prior to ~~close~~ the ~~Merger~~Effective onTime ~~May 29,~~(other ~~2020,~~than ~~subject to~~ the ~~satisfaction~~shares of ~~all~~Common ~~other~~Stock ~~closing~~held ~~conditions.~~in Atreasury ~~copy~~by ofWABCO), ~~the~~were ~~press~~converted ~~release~~automatically isinto ~~filed~~the asright ~~Exhibit~~to 99receive $136.150 ~~and~~in iscash, ~~incorporated~~without ~~herein~~interest by(the ~~reference~~“Merger Consideration”).

~~The~~Pursuant ~~foregoing~~to ~~disclosure~~the ~~regarding~~Merger Agreement, at the ~~conditions~~Effective ~~set~~Time, ~~forth~~each outstanding Company equity award (whether or not vested) was (in respect of each share of Common Stock underlying such equity award) cancelled and converted into the ~~Merger~~right ~~Agreement~~to ~~does~~receive ~~not~~(i) with ~~purport~~respect to beeach ~~complete~~stock ~~and~~option, isan ~~subject~~amount in cash equal to the excess of the Merger Consideration over the applicable per share exercise price, (ii) with respect to each restricted stock unit and ~~qualified~~deferred stock unit, an amount in ~~its~~cash ~~entirety~~equal ~~by,~~to the ~~full~~Merger ~~text~~Consideration and (iii) with respect to each performance stock unit (determined assuming achievement of the ~~Merger~~applicable ~~Agreement~~performance metrics at the target level of performance), ~~which~~an ~~was~~amount ~~filed~~in ascash ~~Exhibit~~equal 2to the Merger Consideration.1 In addition, subject to ~~the~~certain exceptions, each outstanding Company’s ~~Current~~cash ~~Report~~incentive onaward ~~Form~~(including 8annual incentive plan and long-K,term ~~filed~~incentive ~~with~~plan ~~the~~awards) ~~Securities~~was cancelled and ~~Exchange~~converted ~~Commission~~into the right to receive an amount in cash based on ~~March 28,~~actual ~~2019,~~performance levels as of the Effective Time and ~~which~~projected isfor ~~incorporated~~the ~~herein~~remainder byof ~~reference~~the applicable performance period, subject to proration for the elapsed portion of the performance period prior to the Effective Time.

~~Item~~The 9description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.011 ~~Financial~~to ~~Statements~~WABCO’s Form 8-K, filed with the Securities and ~~Exhibits~~Exchange Commission (the “SEC”) on March 28, 2019 and which is incorporated herein by reference.

Item 1.02.

Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, the board of directors of WABCO took action to terminate the Amended and Restated WABCO Holdings Inc. 2009 Omnibus Incentive Plan and the WABCO Holdings Inc. Deferred Compensation Plan, each in accordance with its terms.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.04.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On June 25, 2018, the Company and certain subsidiaries of the Company entered into an agreement amending and restating their existing multicurrency five-year senior unsecured revolving credit facility (the “Restated Facility Agreement”) with Citibank Europe plc, UK Branch, as agent (in such capacity, the “Agent”), the lenders party thereto and other parties party thereto, pursuant to which the Company, among other things, increased the maximum principal amount of commitments from $400 million to $600 million. The consummation of the Merger triggered the change of control provision under the Restated Facility Agreement. Pursuant to the terms of the Restated Facility Agreement, the Company must promptly notify the Agent of the consummation of the Merger. The Company does not intend to commence a “Consultation Period” referred to in clause 16.2(a)(iii) of, and as defined in, the Restated Facility Agreement.

On March 22, 2018, the Company, as guarantor, and WABCO Europe BVBA, a subsidiary of the Company, as borrower (the “Borrower”), entered into six Schuldschein loan agreements (collectively, the “Schuldschein Loans”) with the lenders party thereto (collectively, the “Schuldschein Lenders”) in an aggregate amount of €300 million. The consummation of the Merger triggered a “Change of Control” under the terms of, and as defined in, each of the Schuldschein Loans. Pursuant to the terms of the Schuldschein Loans, the Borrower must notify the Schuldschein Lenders of the “Change of Control” without undue delay upon consummation of the Merger. If, after ten business days following the date of such notice (such period, the

“Negotiation Period”), the Borrower and a Schuldschein Lender have not agreed to continue their respective Schuldschein Loan, and such Schuldschein Lender demands repayment within a ten business day period following the Negotiation Period, then the Borrower shall be obligated to prepay such Schuldschein Loan, in accordance with its terms, at the immediately following interest payment date.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, in connection with the consummation of the Merger, WABCO notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE delist its Common Stock and file with the SEC a notification of removal from listing on Form 25 to report that its Common Stock will no longer be listed on the NYSE. Trading of Common Stock on the NYSE was suspended thereafter.

WABCO intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934 (the “Exchange Act”), requesting the termination of WABCO’s Section 12 registration and reporting obligations under Section 13 of the Exchange Act and the suspension of WABCO’s reporting obligations under Section 15(d) of the Exchange Act, in each case with respect to its Common Stock.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the Merger, and at the Effective Time, holders of Common Stock immediately prior to the Effective Time ceased to have any rights as stockholders in WABCO (other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement).

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the consummation of the Merger, and at the Effective Time, a change of control of WABCO occurred and Merger Sub merged with and into WABCO, with WABCO surviving the Merger as the Surviving Corporation and becoming a wholly owned subsidiary of ZF.

Item 5.02.

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

On May 25, 2020, Jacques Esculier announced that, effective as of the Effective Time, he would be retiring as the Chief Executive Officer of WABCO and Chairman of the board of directors of WABCO.

In addition to Mr. Esculier’s announcement and in accordance with the terms of the Merger Agreement, effective as of the Effective Time, each of G. Peter D’Aloia, Juergen W. Gromer, Thomas. S. Gross, Henry R. Keizer, Jean-Paul L. Montupet, D. Nick Reilly and Michael T. Smith resigned from the board of directors of WABCO.

Also, in accordance with the terms of the Merger Agreement, from and after the Effective Time, the directors of Merger Sub at the Effective Time (consisting of Wilhelm Rehm, Fredrik Niklas Städtler and Nicolas Jerome) will become the directors of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

Effective as of the Effective Time, each of WABCO’s officers, including Mr. Esculier and the other named executive officers, resigned from their respective roles as officers of WABCO.

From and after the Effective Time, WABCO appointed Jon Morrison as Chief Executive Officer and Shiva Narayanaswami as Chief Financial Officer of the Surviving Corporation.

Item 5.03.

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

In connection with the consummation of the Merger, and pursuant to the Merger Agreement, at the Effective Time, WABCO’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation of WABCO and the Second Amended and Restated By-Laws of WABCO are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description ~~of Document~~
	99.1	Press Release dated May 15, 2020
	2.1	Agreement and Plan of Merger, dated as of March 28, 2019, by and among WABCO Holdings Inc., ZF Friedrichshafen AG and Verona Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to WABCO’s Current Report on Form 8-K filed with the SEC on March 28, 2019).
	3.1	Second Amended and Restated Certificate of Incorporation of WABCO Holdings Inc., effective May 29,2020.
	3.2	Second Amended and Restated By-Laws of WABCO Holdings Inc., effective May 29, 2020.
	104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This document may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating to the completion of the merger. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed Sheppard transaction and the proposed merger (the “transactions”) and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the transactions or to make any filing or take other action required to consummate such transactions in a timely matter or at all. The inclusion of such statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that: (1) conditions to the closing of the transactions may not be satisfied or waived on a timely basis or otherwise; (2) a governmental entity or a regulatory body may prohibit, delay or refuse to grant approval for the consummation of the transactions and may require conditions, limitations or restrictions in connection with such approvals that can adversely affect the anticipated benefits of the proposed transactions or cause the parties to abandon the proposed transactions; (3) the transactions may involve unexpected costs, liabilities or delays; (4) the business of the Company may suffer as a result of uncertainty surrounding the transactions or the potential adverse changes to business relationships resulting from the proposed transactions; (5) the Company may be adversely affected by other general industry, economic, business, and/or competitive factors; (6) there may be unforeseen events, changes or other circumstances that could give rise to the termination of the transactions or affect the ability to recognize the benefits of the transactions; (7) risks that the proposed transactions may disrupt current plans and operations and present potential difficulties in employee retention as a result of the transactions; (8) risks related to diverting management’s attention from the Company’s ongoing business operations; (9) there may be other risks to consummation of the transactions, including the risk that the transactions will not be consummated within the expected time period or at all which may affect the Company’s business and the price of the common stock of the Company; and (10) the risks described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in other of the Company’s filings with the SEC. These risks, as well as other risks associated with the proposed merger, are more fully discussed in the definitive proxy statement that was filed with the SEC on May 20, 2019 in connection with the proposed merger. There can be no assurance that the transactions will be completed, or if they are completed, that they will close within the anticipated time period or that the expected benefits of the transactions will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which such statements were made. Except as required by applicable law, the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.

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.


WABCO HOLDINGS INC.

By:		/s/ JON MORRISON
Name:		Jon Morrison
Title:		Chief Executive Officer

Date: May 29, 2020

Date: May 15, 2020

WABCO HOLDINGS INC.

/s/ LISA BROWN

Lisa Brown

Chief Legal Officer & Secretary

Filing Compare · WABCO Holdings Inc.