UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
Actua Corporation
(Name of Subject Company (issuer) and Filing Person (offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
005094107
(CUSIP Number of Class of Securities)
Suzanne L. Niemeyer, Esq.
Managing Director, General Counsel and Secretary
555 E. Lancaster Avenue, Suite 640
Radnor, Pennsylvania 19087
(610)727-6900
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing persons)
With a copy to:
Henry N. Nassau, Esq.
Stephen M. Leitzell, Esq.
Dechert LLP
2929 Arch Street
Philadelphia, Pennsylvania 19104
(215)994-4000
CALCULATION OF FILING FEE
| Transaction valuation* | Amount of filing fee** | |
| $80,000,000 | $9,272.00 | |
| * | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $80,000,000 in aggregate of up to 6,666,667 shares of common stock, $0.001 par value, at the minimum tender offer price of $12.00 per share. |
| ** | The amount of the filing fee, calculated in accordance with Rule0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2017, equals $115.90 per $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule0-11(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: $9,272.00 | Filing Party: Actua Corporation | |
Form or Registration No.: Schedule TO | Date Filed: November 7, 2016 |
| ☐ | 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:
| ☐ | third-party tender offer subject to Rule14d-1. |
| ☒ | issuer tender offer subject to Rule13e-4. |
| ☐ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2016, as amended and supplemented by Amendment No. 1 filed with the SEC on December 8, 2016 (as may be further supplemented or amended from time to time, the “Schedule TO”), by Actua Corporation, a Delaware corporation (“Actua” or the “Company”), pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash shares of its common stock, par value $0.001 per share (the “Shares”), having an aggregate purchase price of up to $80,000,000, at a purchase price not greater than $14.00 nor less than $12.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 7, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as amended or supplemented from time to time, the “Offer”).
This Amendment No. 2 is being filed to amend and supplement certain provisions of the Schedule TO. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO and the Exhibits thereto.
| ITEM 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On December 13, 2016, the Company issued a press release announcing the final results of the Offer, which expired at 11:59 P.M., New York City time, on December 7, 2016. A copy of the press release is incorporated by reference herein as Exhibit (a)(5)(G) to the Schedule TO.
| ITEM 12. | Exhibits. |
Item 12 and the Exhibit Index of the Schedule TO are hereby amended and supplemented by adding the following exhibit:
Exhibit | Description | |
(a)(5)(G) | Press Release issued by Actua Corporation on December 13, 2016, announcing the final results of the Offer (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form8-K, filed December 13, 2016). | |
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.
ACTUA CORPORATION | ||||
By: | /s/ Suzanne L. Niemeyer | |||
| Name: | Suzanne L. Niemeyer | |||
| Title: | Managing Director, General Counsel and Secretary | |||
Date: December 13, 2016
EXHIBIT INDEX
Exhibit | Description | |
| (a)(1)(A) | Offer to Purchase, dated November 7, 2016.* | |
| (a)(1)(B) | Letter of Transmittal (including Internal Revenue Service FormW-9).* | |
| (a)(1)(C) | Notice of Guaranteed Delivery, dated November 7, 2016.* | |
| (a)(1)(D) | Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated November 7, 2016.* | |
| (a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees, dated November 7, 2016.* | |
| (a)(5)(A) | Press Release issued by Actua Corporation on November 3, 2016, setting forth its financial information for the three-month period ended September 30, 2016 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form8-K, filed November 3, 2016). | |
| (a)(5)(B) | Press Release issued by Actua Corporation on November 3, 2016, announcing its expected launch of the Offer (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form8-K, filed November 3, 2016). | |
| (a)(5)(C) | Excerpt from Communication from Chief Executive Officer of Actua to Actua Stakeholders (incorporated by reference to Exhibit 99.1 of the Company’s ScheduleTO-C, filed November 3, 2016). | |
| (a)(5)(D) | Excerpt from Actua Stockholder Presentation (incorporated by reference to Exhibit 99.2 of the Company’s ScheduleTO-C, filed November 3, 2016). | |
| (a)(5)(E) | Excerpt from Transcript of Actua’s Earnings Call for the Quarter Ended September 30, 2016 (incorporated by reference to Exhibit 99.3 of the Company’s ScheduleTO-C, filed November 3, 2016). | |
| (a)(5)(F) | Press Release issued by Actua Corporation on December 8, 2016, announcing the preliminary results of the Offer (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form8-K, filed December 8, 2016). | |
| (a)(5)(G) | Press Release issued by Actua Corporation on December 13, 2016, announcing the final results of the Offer (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form8-K, filed December 13, 2016). | |
| (d)(1) | Actua Corporation Third Amended and RestatedNon-Management Director Compensation Plan, dated as of June 17, 2016 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form10-Q, filed August 5, 2016). | |
| (d)(2) | Actua 2016 Performance Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report onForm 8-K, filed March 4, 2016). | |
| (d)(3) | Form of 2016 Performance Plan Restricted Share Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form8-K, filed March 4, 2016). | |
| (d)(4) | Sixth Amended and Restated 2005 Omnibus Equity Compensation Plan of the Company (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form8-K, filed September 2, 2014). | |
| (d)(5) | Amended and Restated Director Deferred Stock Unit Program (incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(6) | Actua 2014 Performance Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report onForm 8-K, filed March 4, 2014). | |
| (d)(7) | Form of 2014 Performance Plan Restricted Share Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form8-K, filed March 4, 2014). | |
| (d)(8) | Actua 2015 Performance Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report onForm 8-K, filed March 3, 2015). | |
| (d)(9) | Form of 2015 Performance Plan Restricted Share Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form8-K, filed March 3, 2015). | |
| (d)(10) | Form of Company Restricted Share Agreement Without Performance Acceleration (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(11) | Form of Company Annual Director Restricted Share Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form10-Q, filed August 10, 2015). | |
| (d)(12) | Form of Triennial Director Restricted Share Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report onForm 10-Q, filed August 10, 2015). | |
| (d)(13) | Form of Triennial Director Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form10-Q, filed August 10, 2015). | |
| (d)(14) | Form of Company Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(15) | Form of Company Stock Appreciation Right Certificate (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(16) | Form of CompanyNon-Employee Director Stock Appreciation Right Certificate (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(17) | Employment Agreement, dated February 28, 2007, by and among Internet Capital Group Operations, Inc., the Company and Walter W. Buckley, III (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form8-K, filed March 5, 2007). | |
| (d)(18) | Amendment2008-1 to the Employment Agreement, dated as of December 18, 2008, by and between Internet Capital Group Operations, Inc. and Walter W. Buckley, III (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form8-K, filed December 18, 2008). | |
| (d)(19) | Amendment2010-1 to the Employment Agreement, dated as of June 18, 2010, by and between Internet Capital Group Operations, Inc. and Walter W. Buckley, III (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form8-K, filed June 24, 2010). | |
| (d)(20) | Amendment2014-1 to the Employment Agreement, dated as of February 28, 2014, by and between Internet Capital Group Operations, Inc. and Walter W. Buckley, III (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form8-K, filed March 4, 2014). | |
| (d)(21) | Restricted Share Agreement dated as of October 4, 2011 by and among the Company, Internet Capital Group Operations, Inc. and Walter W. Buckley, III (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form10-Q, filed November 8, 2011). | |
| (d)(22) | Letter Agreement, dated December 16, 2014, by and between the Company and R. Kirk Morgan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form8-K, filed December 18, 2014). | |
| (d)(23) | Employment Agreement, dated April 18, 2007, by and between the Company and Douglas A. Alexander (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form8-K, filed April 18, 2007). | |
| (d)(24) | Amendment2008-1 to the Employment Agreement, dated as of December 18, 2008, by and between Internet Capital Group Operations, Inc. and Douglas A. Alexander (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form8-K, filed December 18, 2008). | |
| (d)(25) | Amendment2010-1 to the Employment Agreement, dated as of June 18, 2010, by and between Internet Capital Group Operations, Inc. and Douglas A. Alexander (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form8-K, filed June 24, 2010). | |
| (d)(26) | Amendment2014-1 to the Employment Agreement, dated as of February 28, 2014, by and between Internet Capital Group Operations, Inc. and Douglas A. Alexander (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form8-K, filed March 4, 2014). | |
| (d)(27) | Restricted Share Agreement dated as of October 4, 2011 by and among the Company, Internet Capital Group Operations, Inc. and Douglas Alexander (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form10-Q, filed November 8, 2011). | |
| (d)(28) | Form of Executive Restricted Share Agreement (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form8-K, filed March 4, 2014). | |
| (d)(29) | Form of Employee Restricted Share Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form10-Q, filed May 8, 2014). | |
| (d)(30) | Form of Restrictive Covenant Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form8-K, filed July 28, 2005). | |
| (d)(31) | Form of Agreement of Limited Partnership for the Company’s Carried Interest Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current report on Form8-K, filed December 13, 2007). | |
| (d)(32) | Form of Limited Partnership Interest Grant (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form8-K, filed December 13, 2007). | |
| (d)(33) | Company Compensation Clawback Policy (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| (d)(34) | Second Restated Certificate of Incorporation of Actua Corporation (incorporated by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form10-Q, filed November 10, 2014). | |
| (d)(35) | Actua Corporation Third Amended and RestatedBy-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form8-K, filed September 3, 2014). | |
| (d)(36) | Form of Certificate for Actua Corporation Common Stock (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form10-K/A, filed June 24, 2011). | |
| * | Previously filed. |
