Multi Packaging Solutions International Ltd Sample Contracts

Multi Packaging Solutions International Ltd – BYE-LAWS Of Multi Packaging Solutions International Limited (June 6th, 2017)

Board: means the Directors of the Company appointed or elected pursuant to these Bye-Laws and acting by resolution as provided for in the Companies Acts and in these Bye-Laws or the Directors present at a meeting of Directors at which there is a quorum;

Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS, INC. 150 East 52nd Street New York, New York 10022 (March 8th, 2017)
Multi Packaging Solutions International Ltd – EMPLOYMENT AGREEMENT (January 24th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) among Multi Packaging Solutions International Limited, a Bermuda exempted company (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), and Marc Shore (“Executive”), is entered into as of January 23, 2017, to be effective as of the Effective Date (as defined below).

Multi Packaging Solutions International Ltd – EMPLOYMENT AGREEMENT (January 24th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) among Multi Packaging Solutions International Limited, a Bermuda exempted company (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), and Dennis Kaltman (“Executive”), is entered into as of January 23, 2017, to be effective as of the Effective Date (as defined below).

Multi Packaging Solutions International Ltd – EMPLOYMENT AGREEMENT (January 24th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) among Multi Packaging Solutions International Limited, a Bermuda exempted company (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), and Dennis Kaltman (“Executive”), is entered into as of January 23, 2017, to be effective as of the Effective Date (as defined below).

Multi Packaging Solutions International Ltd – VOTING AGREEMENT (January 24th, 2017)

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of January 23, 2017 by and between WestRock Company, a Delaware corporation (“Parent”), and the undersigned shareholder (the “Shareholder”) of Multi Packaging Solutions International Limited, a Bermuda exempted company (the “Company”).

Multi Packaging Solutions International Ltd – EMPLOYMENT AGREEMENT (January 24th, 2017)

THIS EMPLOYMENT AGREEMENT (this “Agreement”) among Multi Packaging Solutions International Limited, a Bermuda exempted company (the “Company”), WestRock Company, a Delaware corporation (“WestRock”), and Marc Shore (“Executive”), is entered into as of January 23, 2017, to be effective as of the Effective Date (as defined below).

Multi Packaging Solutions International Ltd – Definitive Agreement Reached for WestRock to Acquire Multi Packaging Solutions for $18.00 per share (January 24th, 2017)

NORCROSS, Ga. and NEW YORK, NY, – January 24, 2017 – WestRock Company (NYSE:WRK) and Multi Packaging Solutions International Limited (NYSE:MPSX) (“MPS”) announced today that a definitive agreement has been reached for WestRock to acquire all of the outstanding shares of MPS for $18.00 per share in cash and the assumption of an estimated $873 million in net debt, for a total enterprise value of $2.28 billion. This enterprise value represents a trailing twelve-month adjusted EBITDA multiple as of September 30, 2016, of 9.6 times, and 7.1 times including anticipated synergy and performance improvements. The acquisition is expected to be immediately accretive to WestRock’s financial results, both on an earnings per share basis and cash flow basis, inclusive of purchase accounting adjustments.

Multi Packaging Solutions International Ltd – AGREEMENT AND PLAN OF MERGER Dated as of January 23, 2017 by and among MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED WESTROCK COMPANY and WRK MERGER SUB LIMITED (January 24th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 23, 2017 is among WestRock Company (“Parent”), a Delaware corporation, WRK Merger Sub Limited (“Merger Sub”), a Bermuda exempted company and a wholly-owned subsidiary of Parent, and Multi Packaging Solutions International Limited (the “Company”), a Bermuda exempted company.

Multi Packaging Solutions International Ltd – Multi Packaging Solutions Announces the Redemption of Senior Notes, including the closing of a New Incremental Term Loan D, Repricing of Outstanding Euro Tranche B Term Loans and Sterling Tranche B Term Loans and Upsizing of Revolving Credit Facility (October 17th, 2016)

NEW YORK, October 17, 2016-- Multi Packaging Solutions International Limited (“MPS”) (NYSE:MPSX) announced today that it has completed the financing of a new Term Loan D.  In addition, MPS has completed the repricing of currently outstanding Euro Tranche B Term Loans, and Sterling Tranche B Term Loans as well as upsized its revolving credit facility. The proceeds of the new Term Loan D were used to redeem the outstanding Senior Notes as well as pay related fees and expenses. The redemption occurred on October 17, 2016 with holders of the Notes receiving a redemption price equal to 106.375% of the principal amount of such Notes, plus accrued and unpaid interest to, but excluding, the redemption date.

Multi Packaging Solutions International Ltd – FIFTH AMENDMENT TO CREDIT AGREEMENT AND THIRD INCREMENTAL JOINDER (October 17th, 2016)

This FIFTH AMENDMENT TO CREDIT AGREEMENT AND THIRD INCREMENTAL JOINDER, dated as of October 14, 2016 (this “Fifth Amendment”), by and among Multi Packaging Solutions Limited (f/k/a Chesapeake/MPS Merger Limited), a limited liability company incorporated under the laws of England and Wales (the “U.K. Borrower”), MPS/CSK Holdings, Inc. (f/k/a Chesapeake US Holdings Inc.), a corporation organized under the laws of Delaware (“MPS/CSK Holdings”), Multi Packaging Solutions, Inc., a corporation organized under the laws of Delaware (“MPS”), each other Loan Party party hereto, Barclays Bank PLC (“Barclays”), as sole lead arranger and sole bookrunner for the Repricing Transactions (as defined below) (in such capacity, the “Repricing Arranger”), Barclays, Citigroup Global Markets, Inc., Credit Suisse AG, London Branch and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint bookrunners for the Incremental Facilities (as defined below) (in such capacities, the “Inc

Multi Packaging Solutions International Ltd – Multi Packaging Solutions Announces Proposed Redemption of Senior Notes, Proposed New Incremental Term Loan B, Repricing of Outstanding Euro Tranche B Term Loans and Sterling Tranche B Term Loans and Upsizing of Revolving Credit Facility (September 19th, 2016)

New York, NY, September 16, 2016:  Multi Packaging Solutions International Limited (“MPS”) (NYSE: MPSX) announced today that it is proposing to redeem all of its outstanding $200 million in aggregate principal amount of 8.500% Senior Notes due 2021 (the “Notes”) on October 17, 2016, subject to the condition that MPS, or its affiliates, has consummated a financing for the purpose of redeeming the Notes on terms satisfactory to it as well as paying the related call premium and fees associated with the transaction.  The scheduled redemption date may be delayed to meet the condition noted above.  The foregoing does not constitute a notice of redemption for, or an obligation to issue a notice of redemption for, the Notes.  The proposed redemption will be funded in part by the proceeds of a proposed new US Dollar tranche B term loan. MPS concurrently intends to reprice its existing Euro tranche B term loans and Sterling tranche B term loans and to upsize its US Dollar revolving credit facili

Multi Packaging Solutions International Ltd – Multi Packaging Solutions Announces Fourth Quarter Results (August 22nd, 2016)

New York, NY, August 22, 2016 – Multi Packaging Solutions International Limited (NYSE: MPSX), (“MPS” or the “Company”), a global leader in value-added print and packaging solutions for the branded consumer, healthcare, and multi-media markets, today announced results for 4Q and  Fiscal Year 2016.

Multi Packaging Solutions International Ltd – multi packaging solutions international limited 10,000,000 Common Shares, $1.00 par value Underwriting Agreement (June 8th, 2016)
Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED 10,000,000 Common Shares, $1.00 par value Underwriting Agreement (May 24th, 2016)

The selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), each a shareholder of Multi Packaging Solutions International Limited, a company incorporated and organized under the laws of Bermuda (the “Company”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,000,000 common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of 1,500,000 additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The outstanding common shares of the Company are referred to herein as the “Stock”.

Multi Packaging Solutions International Ltd – October 21, 2015 MUSTANG INVESTMENT HOLDINGS L.P. CEP III CHASE S.À R.L. and MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED SHAREHOLDERS’ AGREEMENT related to MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (November 13th, 2015)

(1) MUSTANG INVESTMENT HOLDINGS L.P., an exempted limited partnership organized under the laws of the Cayman Islands, having its registered office at PO Box 309, Ugland House, Grand Cayman, KY1-1104 (“MDP”);

Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED ● Common Shares, $1.00 par value Underwriting Agreement (October 15th, 2015)

Multi Packaging Solutions International Limited, a company incorporated and organized under the laws of Bermuda (the “Company”), and the selling shareholders listed in Schedule 2 hereto (the “Selling Shareholders”), propose to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of ● common shares, par value $1.00 per share, of the Company (collectively, the “Underwritten Shares”). In addition, certain of the Selling Shareholders propose to sell, at the option of the Underwriters, up to an aggregate of ● additional common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (October 9th, 2015)

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.

Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (October 9th, 2015)

Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Multi Packaging Solutions International Limited (the “Company”).

Multi Packaging Solutions International Ltd – BERMUDA THE COMPANIES ACT 1981 MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES (Section 7(1) and (2)) MEMORANDUM OF ASSOCIATION OF Multi Packaging Solutions International Limited (hereinafter referred to as “the Company”) (October 9th, 2015)
Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (October 9th, 2015)

Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Multi Packaging Solutions International Limited (the “Company”).

Multi Packaging Solutions International Ltd – Dated this [date] B E T W E E N : MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED and [PARTY] INDEMNIFICATION AGREEMENT (October 9th, 2015)

Multi Packaging Solutions International Limited, a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”); and

Multi Packaging Solutions International Ltd – Rick Smith (October 9th, 2015)

Reference is made to an investment agreement dated on or around the date hereof among you, the Managers (as defined therein), CEP III Chase SARL, Chase Manco, L.P., CEP III Chase Finance SARL, Chase Midco 1 Limited and Chase Topco Limited (the “Investment Agreement”). Capitalised terms used herein, but not otherwise defined, shall have the meaning given to them in the Investment Agreement.

Multi Packaging Solutions International Ltd – Multi Packaging Solutions Manager Incentive Plan (October 9th, 2015)

The objective of the plan is to reward both strong personal performance and improved financial performance. The financial components are focused on improving the quantity and quality of earnings.

Multi Packaging Solutions International Ltd – AMENDED AND RESTATED BYE-LAWS OF MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (October 9th, 2015)

1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Multi Packaging Solutions International Ltd – Rick Smith Terms & Conditions of Employment December 2009 Senior Management Grade 3 (October 9th, 2015)

This Statement sets out some of your terms and conditions of employment and incorporates the written particulars required by the Employment Rights Act 1996 (as amended). This document, your offer letter, job description, and those elements of the staff information pack and any rules and procedures published by Chesapeake that are identified as having contractual effect constitute the Contract of Employment.

Multi Packaging Solutions International Ltd – SECOND SUPPLEMENTAL INDENTURE (October 9th, 2015)

INDENTURE, dated as of August 15, 2013, between Mustang Merger Corp., a Delaware corporation that shall be merged with and into Multi Packaging Solutions, Inc., a Delaware corporation, with Multi Packaging Solutions, Inc. continuing as the surviving corporation, and Wells Fargo Bank, National Association, a national banking association, as Trustee.

Multi Packaging Solutions International Ltd – MULTI PACKAGING SOLUTIONS INTERNATIONAL LIMITED (October 9th, 2015)

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2015 Incentive Award Plan (as amended from time to time, the “Plan”) of Multi Packaging Solutions International Limited (the “Company”).

Multi Packaging Solutions International Ltd – THIS AGREEMENT is made on 2014 BETWEEN (September 30th, 2015)
Multi Packaging Solutions International Ltd – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (September 30th, 2015)

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 14th day of February, 2014 (the “Effective Date”) between Multi Packaging Solutions, Inc., a Delaware corporation (the “Company”), Chesapeake Finance 2 Limited, a company incorporated in England and Wales (“Parent”), and Marc Shore (“Executive”).

Multi Packaging Solutions International Ltd – Corporate Millennium Way West Phoenix Centre Nottingham NG8 6AW (September 30th, 2015)
Multi Packaging Solutions International Ltd – WITHOUT PREJUDICE AND SUBJECT TO CONTRACT (September 30th, 2015)
Multi Packaging Solutions International Ltd – SECOND SUPPLEMENTAL INDENTURE (August 11th, 2015)

WHEREAS, the Issuer and the Trustee are party to that certain Indenture, dated as of August 15, 2013 (as such Indenture has been supplemented by the Closing Supplemental Indenture referred to below, the “Indenture”), providing for the issuance of the Issuer’s 8.500% Senior Notes due 2021 (the “Notes”), as such Indenture has been supplemented by the Supplemental Indenture (the “Closing Supplemental Indenture”), dated as of the Issue Date, by and among the Issuer, certain Subsidiaries of the Issuer party thereto, as Guarantors, and the Trustee;

Multi Packaging Solutions International Ltd – INDENTURE dated as of August 15, 2013 between Mustang Merger Corp., to be merged with and into Multi Packaging Solutions, Inc., and Wells Fargo Bank, National Association, as Trustee 8.500% SENIOR NOTES DUE 2021 (August 11th, 2015)

INDENTURE, dated as of August 15, 2013, between Mustang Merger Corp., a Delaware corporation that shall be merged with and into Multi Packaging Solutions, Inc., a Delaware corporation, with Multi Packaging Solutions, Inc. continuing as the surviving corporation, and Wells Fargo Bank, National Association, a national banking association, as Trustee.

Multi Packaging Solutions International Ltd – SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (August 11th, 2015)

This RESTATED CREDIT AGREEMENT is entered into as of February 14, 2014, among CHESAPEAKE/MPS MERGER LIMITED (f/k/a Chesapeake Services Limited), a limited liability company incorporated under the laws of England and Wales with company number 8568993 (the “U.K. Borrower”), CHESAPEAKE US HOLDINGS INC. (f/k/a Chase US Holdco Inc.), a corporation organized under the laws of Delaware (the “Chesapeake U.S. Borrower” and together with the U.K. Borrower, the “Chesapeake Borrowers”), MULTI PACKAGING SOLUTIONS, INC., a corporation organized under the laws of Delaware (the “MPS U.S. Borrower”) and MUSTANG PARENT CORP., a corporation organized under the laws of Delaware (the “MPS U.S. Parent Borrower” and together with the U.K. Borrower, the Chesapeake U.S. Borrower and the MPS U.S. Borrower, each a “Borrower” and collectively, the “Borrowers”), CHESAPEAKE FINANCE 2 LIMITED (f/k/a Chase MidCo 2 Limited), a limited liability company incorporated under the laws of England and Wales with company numb