SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
(Amendment No. 5)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
PetroSearch Energy Corporation
(Name of Subject Company (Issuer))
Tiberius Capital, LLC
Tiberius Management, Inc.
Hyperion Capital, L.P.
Hyperion Capital Management, LLC
Fife Trading, Inc.
John M. Fife
(Names of Filing Persons – Offeror)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
71675Y100
(CUSIP Number of Class of Securities)
Eric M. Fogel, Esq.
Schuyler, Roche & Crisham, P.C.
130 East Randolph Street, Suite 3800
Chicago, Illinois 60601
(312) 565-2400
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
| $4,951,399 | $277 | |
| * | Estimated solely for purposes of calculating the filing fee. Based upon information set forth in the issuer’s most recent quarterly or annual report, and any current report subsequent thereto, filed with the Commission, including the Form 10-K filed March 31, 2009, and the Form 10-Q filed May 15, 2009. This amount is determined by multiplying (a) the 15,004,239 shares of common stock, par value $0.001 per share, of the issuer (“Shares”) which the offeror is offering to purchase (which amount, together with the 6,106,014 Shares already owned by the offeror, is 51% of the total outstanding Shares on a fully diluted basis) by (b) the offer price of $0.33 net per Share (without interest and subject to applicable withholding taxes). |
| ** | Determined pursuant to Rule 0-11 under the Exchange Act by multiplying the estimated transaction value by 0.00005580. |
| þ | 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: | $277 | |
| Form or Registration No.: | Schedule TO-T | |
| Filing Party: | Tiberius Capital, LLC | |
| Date Filed: | June 22, 2009 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
þ Third party tender offer subject to Rule 14d-l .
¨ 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:þ
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This Amendment No. 5 (this “Amendment”) is filed by Tiberius Capital, LLC, an Illinois limited liability company (“Purchaser”), Tiberius Management, Inc., an Illinois corporation, Hyperion Capital, L.P., an Illinois limited partnership, Hyperion Capital Management, LLC, an Illinois limited liability company, Fife Trading, Inc., an Illinois corporation, and John M. Fife. This Amendment amends and supplements the Tender Offer Statement on Schedule TO and the exhibits thereto originally filed with the Securities and Exchange Commission (the “SEC”) on June 22, 2009, as previously amended and supplemented by Amendment No. 1 thereto filed with the SEC on June 23, 2009, Amendment No. 2 thereto filed with the SEC on July 6, 2009, Amendment No. 3 thereto filed with the SEC on July 16, 2009, and Amendment No. 4 thereto filed with the SEC on July 17, 2009 (as previously amended and supplemented, the “Schedule TO”). The Schedule TO relates to the third-party tender offer by Purchaser to purchase 15,004,239 shares of common stock, $0.001 par value per share (“Shares”), of PetroSearch Energy Corporation, a Nevada corporation (the “Company), at a net price per Share equal to $0.33 in cash (without interest and subject to applicable withholding taxes) upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 22, 2009 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (the “Letter of Transmittal” and together with the Offer to Purchase, as amended or supplemented, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.
Capitalized terms used in this Amendment but not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
The purpose of this Amendment is to announce that the Offer expired at 11:59 p.m., New York City time, on Friday August 7, 2007, without acceptance of the tendered shares, due to several conditions not being satisfied, including the Minimum Tender Condition.
Item 11. Additional Information.
On August 10, 2009, Purchaser issued the Press Release that is attached hereto as Exhibit (a)(5)(F).
Item 12. Exhibits.
Item 12 of Schedule TO is hereby amended and supplemented to include the following: “(a)(5)(F) Press Release dated August 10, 2009.”
Exhibit | Description | |
| (a)(1)(A) | Offer to Purchase dated June 22, 2009* | |
| (a)(1)(B) | Form of Letter of Transmittal* | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery* | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees* | |
| (a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees* | |
| (a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* | |
| (a)(5)(A) | Press Release dated June 22, 2009* | |
| (a)(5)(B) | Letter from Tiberius Capital, LLC to PetroSearch Energy Corporation dated June 22, 2009* | |
| (a)(5)(C) | Letter from an Affiliate of Tiberius Capital, LLC to the Board of Directors of PetroSearch Energy Corporation dated June 23, 2009* | |
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| (a)(5)(D) | Press Release dated July 16, 2009* | |
| (a)(5)(E) | Corrected Press Release dated July 16, 2009* | |
| (a)(5)(F) | Press Release dated August 10, 2009 | |
| (b) | Not Applicable | |
| (c) | Not Applicable | |
| (d) | Not Applicable | |
| (e) | Not Applicable | |
| (f) | Not Applicable | |
| (g) | Not Applicable | |
| (h) | Not Applicable | |
| * | Previously filed. |
Item 13. Information Required by Schedule 13E-3.
Not Applicable
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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: August 7, 2009
TIBERIUS CAPITAL, LLC By: Tiberius Management, Inc., its manager | ||
| By: | /s/ Robert T. Sullivan | |
| Name: Robert T. Sullivan | ||
| Title: Authorized Signatory | ||
| TIBERIUS MANAGEMENT, INC. | ||
| By: | /s/ Robert T. Sullivan | |
| Name: Robert T. Sullivan | ||
| Title: Authorized Signatory | ||
HYPERION CAPITAL, L.P. By: Hyperion Capital Management, LLC, its general partner By: Fife Trading, Inc., its manager | ||
| By: | /s/ John M. Fife | |
| Name: John M. Fife | ||
| Title: Authorized Signatory | ||
HYPERION CAPITAL MANAGEMENT, LLC By: Fife Trading, Inc., its manager | ||
| By: | /s/ John M. Fife | |
| Name: John M. Fife | ||
| Title: Authorized Signatory | ||
| FIFE TRADING, INC. | ||
| By: | /s/ John M. Fife | |
| Name: John M. Fife | ||
| Title: Authorized Signatory | ||
| JOHN M. FIFE | ||
| /s/ John M. Fife | ||
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EXHIBIT INDEX
Exhibit | Description | |
| (a)(1)(A) | Offer to Purchase dated June 22, 2009* | |
| (a)(1)(B) | Form of Letter of Transmittal* | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery* | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees* | |
| (a)(1)(E) | Form of Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees* | |
| (a)(1)(F) | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9* | |
| (a)(5)(A) | Press Release dated June 22, 2009* | |
| (a)(5)(B) | Letter from Tiberius Capital, LLC to PetroSearch Energy Corporation dated June 22, 2009* | |
| (a)(5)(C) | Letter from an Affiliate of Tiberius Capital, LLC to the Board of Directors of PetroSearch Energy Corporation dated June 23, 2009* | |
| (a)(5)(D) | Press Release dated July 16, 2009* | |
| (a)(5)(E) | Corrected Press Release dated July 16, 2009* | |
| (a)(5)(F) | Press Release dated August 10, 2009 | |
| (b) | Not Applicable | |
| (c) | Not Applicable | |
| (d) | Not Applicable | |
| (e) | Not Applicable | |
| (f) | Not Applicable | |
| (g) | Not Applicable | |
| (h) | Not Applicable | |
| * | Previously filed. |
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