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
TANGOE, INC.
(Name of Subject Company: (Issuer))
TAMS INC.
(Name of Filing Persons: (Offeror))
ASENTINEL, LLC
(Name of Filing Persons: (Parent of Offeror))
MARLIN MANAGEMENT COMPANY, LLC
(Name of Filing Persons: (Other Person))
(Names of Filing Persons (identifying status as offeror, issuer or other person))
COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)
87582Y108
(CUSIP Number of Class of Securities)
Robert Kunold, Jr.
TAMS Inc.
Asentinel, LLC
c/o Marlin Management Company, LLC
338 Pier Avenue
Hermosa Beach, CA 90254
(310) 364-0100
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Rick Presutti
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| Not Applicable* | Not Applicable* | |
*A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
| ¨ | 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: | n/a | Filing Party: | n/a | |||
| Form of Registration No.: | n/a | Date Filed: | n/a |
| x | 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:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | 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. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This filing relates solely to preliminary communications made before the commencement of a planned tender offer by TAMS Inc., a Delaware corporation (���Purchaser”), and a wholly-owned subsidiary of Asentinel, LLC, a Delaware limited liability company (“Parent”), for the purchase of all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Tangoe, Inc., a Delaware corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of April 27, 2017, by and among Purchaser, Parent and the Company. Parent and Purchaser are affiliates of Marlin Equity IV, L.P. and Marlin Management Company, LLC.
IMPORTANT INFORMATION
The tender offer described in the attached exhibits (the “Tender Offer”) has not yet been commenced. The attached exhibit includes a joint press release issued by Marlin Equity Partners and the Company. The description contained therein is neither an offer to purchase nor a solicitation of an offer to sell securities of the Company. At the time the Tender Offer is commenced, Purchaser and Parent will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Tender Offer, and following commencement of the Tender Offer, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer. These documents will contain important information about the Tender Offer, and stockholders of the Company are urged to read these documents and any other relevant documents filed or to be filed with the SEC carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents (when they become available) and other documents filed by Purchaser, Parent and the Company with the SEC at the website maintained by the SEC atwww.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Purchaser and Parent by contacting Pat McHugh of Okapi Partners LLC, the information agent for the Tender Offer, at (877) 305-0857 or (212) 297-0720 5916 or via email at pmchugh@okapipartners.com.
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press Release, dated April 28, 2017, issued by Marlin Equity Partners and Tangoe, Inc. |