Amendment: SEC Form SC 13E3/A filed by ARC Document Solutions Inc.
ARC Document Solutions, Inc.
12657 Alcosta Blvd, Suite 200
San Ramon, CA 94583
Tel: (925) 949-5100
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Kumarakulasingam Suriyakumar
Dilantha Wijesuriya
Jorge Avalos
Rahul Roy
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Sujeewa Sean Pathiratne
5727 Poppy Hills Place
San Jose, CA 94583
Tel: (925) 949-5100
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Glenn Luinenburg
Eric Hanson
Ryan S. Brewer
Wilmer Cutler Pickering Hale and Dorr LLP
2600 El Camino Real, Suite 400
Palo Alto, CA 94306
Tel: (650) 858-6000
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Sean M. Jones
Coleman Wombwell
K&L Gates LLP
300 S. Tryon Street, Suite 1000
Charlotte, North Carolina 28202
Tel: (704) 331-7400
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Terrence Allen, Esq.
Angela M. Dowd, Esq.
Janeane Ferrari, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212) 407-4000
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a.
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☐
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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☐
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The filing of a registration statement under the Securities Act of 1933.
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c.
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☐
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A tender offer.
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d.
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☒
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None of the above.
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Item 10. |
Source and Amount of Funds or Other Consideration
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Item 15. |
Additional Information
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Item 16. |
Exhibits
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Exhibit No.
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Description
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Definitive Proxy Statement of ARC Document Solutions, Inc. (included in the Schedule 14A filed on October 16, 2024, and incorporated herein by reference) (the “Definitive Proxy Statement”).
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Form of Proxy Card (included in the Definitive Proxy Statement and incorporated herein by reference).
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Letter to Stockholders (included in the Definitive Proxy Statement and incorporated herein by reference).
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Notice of Special Meeting of Stockholders (included in the Definitive Proxy Statement and incorporated herein by reference).
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Current Report on Form 8-K, filed August 28, 2024 (included in the Definitive Proxy Statement and incorporated herein by reference).
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Current Report on Form 8-K filed September 11, 2024 (included in the Definitive Proxy Statement and incorporated herein by reference).
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Current Report on Form 8-K filed October 15, 2024 (included in the Definitive Proxy Statement and incorporated herein by reference).
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Definitive Additional Materials to the Definitive Proxy Statement (filed on November 7, 2024 and incorporated herein by reference).
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Definitive Additional Materials to the Definitive Proxy Statement (filed on November 8, 2024 and incorporated herein by reference).
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Press Release, dated August 28, 2024 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K (filed August 28, 2024) (File No. 001-32407)).
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Current Report on Form 8-K, dated November 21, 2024 (filed on November 21, 2024 and incorporated herein by reference).
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Current Report on Form 8-K, dated November 22, 2024 (filed on November 22, 2024 and incorporated herein by reference).
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Credit Agreement, dated as of November 22, 2024, by and among the Company, TechPrint Holdings, LLC, ARC Document Solutions, LLC, U.S. Bank National Association, as administrative agent, L/C issuer, and swing line lender, BMO Harris Bank
N.A. as syndication agent, and the lenders and other parties thereto
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Opinion of William Blair & Company, L.L.C., dated August 27, 2024 (included as Annex B to the Definitive Proxy Statement, and incorporated herein by reference).
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Discussion Materials of William Blair & Company, L.L.C. for the Special Committee, dated June 20, 2024.
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Discussion Materials of William Blair & Company, L.L.C. for the Special Committee, dated August 27, 2024.
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Discussion Materials of AlixPartners, LLC for the Special Committee, dated June 20, 2024.
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Agreement and Plan of Merger, dated August 27, 2024 by and among ARC Document Solutions, Inc., TechPrint Holdings, LLC, and TechPrint Merger Sub, Inc. (included as Annex A to the Definitive Proxy Statement, and incorporated herein by
reference).
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First Amendment, dated as of September 10, to the Agreement and Plan of Merger by and among ARC Document Solutions, Inc., TechPrint Holdings, LLC, and TechPrint Merger Sub, Inc. (contained within Annex A to the Definitive Proxy
Statement, and incorporated herein by reference).
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Rollover Agreement, dated as of August 27, 2024, by and among TechPrint Holdings, LLC, Kumarakulasingam Suriyakumar, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne, Suriyakumar Family Trust, Shiyulli Suriyakumar
2013 Irrevocable Trust, and Seiyonne Suriyakumar 2013 Irrevocable Trust (included as Annex C to the Definitive Proxy Statement, and incorporated herein by reference).
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First Amendment to the Rollover Agreement, dated as of September 10, by and among TechPrint Holdings, LLC, Kumarakulasingam Suriyakumar, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne, Suriyakumar Family Trust,
Shiyulli Suriyakumar 2013 Irrevocable Trust, and Seiyonne Suriyakumar 2013 Irrevocable Trust (contained within Annex C to the Definitive Proxy Statement, and incorporated herein by reference).
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Equity Commitment Letter, dated August 27, 2024, dated August 27, 2024, by and among TechPrint Holdings, LLC, Kumarakulasingam Suriyakumar and Sujeewa Sean Pathiratne (included as Annex D to the Definitive Proxy Statement, and
incorporated herein by reference).
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Voting Agreement, dated as of August 27, 2024, by and among TechPrint Holdings, LLC, Kumarakulasingam Suriyakumar, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne, Suriyakumar Family Trust, Shiyulli Suriyakumar 2013
Irrevocable Trust, and Seiyonne Suriyakumar 2013 Irrevocable Trust (included as Annex E to the Definitive Proxy Statement, and incorporated herein by reference).
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First Amendment to the Voting Agreement, dated as of September 10, by and among TechPrint Holdings, LLC, Kumarakulasingam Suriyakumar, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne, Suriyakumar Family Trust,
Shiyulli Suriyakumar 2013 Irrevocable Trust, and Seiyonne Suriyakumar 2013 Irrevocable Trust (contained within Annex E to the Definitive Proxy Statement, and incorporated herein by reference).
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Limited Guarantee, dated as of August 27, 2024, by and between ARC Document Solutions, Inc. and Kumarakulasingam Suriyakumar (included as Annex F to the Definitive Proxy Statement, and incorporated herein by reference).
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Debt Commitment Letter, dated August 27, 2024, by and among TechPrint Holdings, LLC, TechPrint Merger Sub, Inc., U.S. Bank National Association, BMO Bank N.A., Zions Bancorporation, N.A. dba California Bank & Trust and City National
Bank, a national banking association (included as Annex H to the Definitive Proxy Statement and incorporated herein by reference).
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Section 262 of the DGCL (included as Annex G to the Definitive Proxy Statement, and incorporated herein by reference).
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(g)
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Not Applicable.
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Filing Fee Table.
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* |
Previously Filed.
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** |
Certain portions of this exhibit have been omitted pursuant to Item 1016 of Regulation M-A. The omitted information is (i) not material and (ii) the type that the ARC Document Solutions, Inc. treats as private or confidential.
Information that has been omitted has been noted in this document with a placeholder identified by the mark “[**]”.
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Date: November 22, 2024 | ||
ARC DOCUMENT SOLUTIONS, INC.
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By:
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/s/ Tracey Luttrell
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Name: Tracey Luttrell
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Title: Corporate Counsel & Corporate Secretary
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Date: November 22, 2024 | ||
TECHPRINT HOLDINGS, LLC
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By:
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/s/ Kumarakulasingam Suriyakumar
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Name: Kumarakulasingam Suriyakumar
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Title: Manager
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Date: November 22, 2024 | ||
By:
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/s/ Kumarakulasingam Suriyakumar
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Name: Kumarakulasingam Suriyakumar
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Date: November 22, 2024 | ||
By:
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/s/ Dilantha Wijesuriya
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Name: Dilantha Wijesuriya
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Date: November 22, 2024
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By:
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/s/ Jorge Avalos
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Name: Jorge Avalos
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Date: November 22, 2024 | ||
By:
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/s/ Rahul Roy
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Name: Rahul Roy
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Date: November 22, 2024
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By:
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/s/ Sujeewa Sean Pathiratne
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Name: Sujeewa Sean Pathiratne
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Date: November 22, 2024 | ||
SURIYAKUMAR FAMILY TRUST
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By:
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/s/ Kumarakulasingam Suriyakumar
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Name: Kumarakulasingam Suriyakumar
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Title: Trustee
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Date: November 22, 2024 | ||
SHIYULLI SURIYAKUMAR 2013 IRREVOCABLE TRUST
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By:
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/s/ Shiyulli Suriyakumar
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Name: Shiyulli Suriyakumar
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Title: Trustee
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Date: November 22, 2024 | ||
SEIYONNE SURIYAKUMAR 2013 IRREVOCABLE TRUST
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By:
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/s/ Seiyonne Suriyakumar
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Name: Seiyonne Suriyakumar
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Title: Trustee
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