SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INNOTRAC CORPORATION
(Name of Subject Company (Issuer))
Blue Eagle Acquisition Sub, Inc.
Blue Eagle Holdings, L.P.
(Names of Filing Persons (Offerors))
Blue Eagle GP, LLC
Sterling Capital Partners IV, L.P.
SC Partners IV, L.P.
Sterling Capital Partners IV, LLC
(Names of Filing Persons (other person(s))
Common Stock, par value $0.10 per share | 45767M109 | |
(Titles of classes of securities) | (CUSIP number of class of securities) |
M. Avi Epstein
General Counsel
Sterling Fund Management, LLC
401 North Michigan Avenue, Suite 3300
Chicago, Illinois 60611
(312) 465-7001
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the filing person)
Copies to:
Jeffrey R. Patt
Mark D. Wood
Katten Muchin Rosenman LLP
525 West Monroe Street
Chicago, Illinois 60661
(312) 902-5200
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$111,400,608 | $14,348.40 | |
* | Estimated solely for purposes of calculating the filing fee only. The transaction value was calculated on the basis of (i) 13,585,440 shares of common stock, par value $0.10 per share, of Innotrac Corporation (the “Shares”), the estimated maximum number of Shares that may be acquired in this tender offer (consisting of (a) 13,245,440 Shares issued and outstanding as of December 2, 2013, and (b) 340,000 Shares issuable upon the exercise of outstanding options), multiplied by (ii) the offer price of $8.20 per Share. |
** | The amount of the filing fee is calculated, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by multiplying the transaction value by 0.0001288. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $14,348.40 | Filing Parties: Blue Eagle Acquisition Sub, Inc., Blue Eagle Holdings, L.P., Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P. and Sterling Capital Partners IV, LLC | ||
Form or Registration No. Schedule TO | Date Filed: December 4, 2013 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
R | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
o | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
INTRODUCTION
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on December 4, 2013, by Blue Eagle Acquisition Sub, Inc., a Georgia corporation (the “Purchaser”) and a wholly-owned subsidiary of Blue Eagle Holdings, L.P., a Delaware limited partnership (“Parent”), Parent, Blue Eagle GP, LLC, Sterling Capital Partners IV, L.P., SC Partners IV, L.P., and Sterling Capital Partners IV, LLC (collectively, the “Filing Persons”), relating to a tender offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.10 per share (the “Shares”), of Innotrac Corporation, a Georgia corporation (“Innotrac”), at a purchase price of $8.20 per share (the “Offer Price”), payable net to the seller in cash, without interest and less applicable withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 4, 2013 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) respectively. Items not amended remain unchanged, and capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
This Amendment is filed to reflect the issuance of a press release announcing the commencement of the Offer. As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1-13 of this Amendment. You should read this Amendment together with the Schedule TO filed on December 4, 2013.
Item 11. | Additional Information |
On December 5, 2013, Innotrac, Parent and Purchaser issued a press release announcing the commencement of the Offer. The press release is filed as Exhibit (a)(1)(F) to this Schedule TO and the information set forth in the press release is incorporated herein by reference.
Item 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:
“(a)(1)(F) | Press Release issued by Innotrac, Parent and Purchaser on December 5, 2013.” |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 5, 2013
Blue Eagle Acquisition Sub, Inc. | ||
By: | /s/ M. Avi Epstein | |
Name: | M. Avi Epstein | |
Title: | Vice President | |
Blue Eagle Holdings, L.P. | ||
By: | /s/ M. Avi Epstein | |
Name: | M. Avi Epstein | |
Title: | Vice President | |
Blue Eagle GP, LLC | ||
By: | /s/ M. Avi Epstein | |
Name: | M. Avi Epstein | |
Title: | Vice President | |
Sterling Capital Partners IV, L.P. | ||
By: | SC Partners IV, L.P. | |
Its: | General Partner | |
By: | Sterling Capital Partners IV, LLC | |
Its: | General Partner | |
By: | /s/ Merrick Elfman | |
Name: | Merrick Elfman | |
Title: | Managing Director | |
SC Partners IV, L.P. | ||
By: | Sterling Capital Partners IV, LLC | |
Its: | General Partner | |
By: | /s/ Merrick Elfman | |
Name: | Merrick Elfman | |
Title: | Managing Director |
Sterling Capital Partners IV, LLC | ||
By: | /s/ Merrick Elfman | |
Name: | Merrick Elfman | |
Title: | Managing Director |
INDEX TO EXHIBITS
(a)(1)(F) Press Release issued by Innotrac, Parent and Purchaser on December 5, 2013.