SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
| Global Traffic Network, Inc. |
(Name of Subject Company (Issuer))
GTCR Gridlock Acquisition Sub, Inc. GTCR Gridlock Holdings (Cayman), L.P. |
(Names of Filing Persons (Offerors))
GTCR Gridlock Holdings, Inc. GTCR Gridlock Partners, Ltd. GTCR Fund X/A AIV LP GTCR Fund X/C AIV LP GTCR Investment X AIV Ltd. |
(Names of Filing Persons (other person(s))
| Common Stock, par value $.001 per share | 37947B103 | |
| (Titles of classes of securities) | (CUSIP number of class of securities) |
Christian B. McGrath GTCR Gridlock Holdings (Cayman), L.P. 300 N. LaSalle Street, Suite 5600 Chicago, Illinois 60654 (312) 382-2200 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
Copies to:
Edward Sonnenschein Bradley C. Faris Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200 |
CALCULATION OF FILING FEE
| ||
| Transaction Valuation* | Amount of Filing Fee** | |
| $283,276,196.00 | $32,888.37 | |
| ||
| ||
| * | Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 20,234,014 shares of common stock, par value $.001 per share, of Global Traffic Network, Inc. at a purchase price of $14.00 per share. Such number of shares consists of (i) 19,060,350 shares of common stock issued and outstanding as of July 22, 2011 and (ii) 1,173,664 shares of common stock that are expected to be issuable before the expiration of the Offer under options and other rights to acquire shares of common stock. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), equals 0.00011610 of the transaction valuation. |
| 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: $32,888.37 | Filing Party: GTCR Gridlock Acquisition Sub, Inc. | |
| Form or Registration No. Schedule TO | Date Filed: August 9, 2011 |
| ¨ | 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: x
INTRODUCTION
This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on August 25, 2011, Amendment No. 2 thereto, filed with the SEC on September 6, 2011, Amendment No. 3 thereto, filed with the SEC on September 14, 2011, and Amendment No. 4 thereto, filed with the SEC on September 21, 2011 (as so amended, the “Schedule TO”), in each case by GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (“Parent”), Parent, GTCR Gridlock Holdings, Inc., GTCR Gridlock Partners, Ltd., GTCR Fund X/A AIV LP, GTCR Fund X/C AIV LP, and GTCR Investment X AIV Ltd. (collectively, the “Filing Persons”), relating to a tender offer by the Purchaser to purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the “Shares”), of Global Traffic Network, Inc., a Nevada corporation (“Global”), at a purchase price of $14.00 per share (the “Offer Price”), payable net to the seller in cash, without interest and less applicable withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 9, 2011 (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. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
| Item 11. | Additional Information |
Item 11 of this Schedule TO is hereby amended and supplemented by including the following:
“The Offer expired at 5:00 P.M., New York City time, on September 23, 2011. U.S. Parent has been advised by the Depositary that 14,123,677 Shares were validly tendered and not withdrawn prior to the expiration of the Offer (which includes commitments to tender approximately 1,154,269 Shares pursuant to the Offer’s guaranteed delivery procedure), representing approximately 70% of the Shares outstanding as of September 23, 2011 on a fully diluted basis. Following the expiration of the Offer, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer.
Following the Purchaser’s exercise of the top-up option, Parent expects to complete the acquisition of Global on September 28, 2011 through the merger of the Purchaser with and into Global in accordance with applicable provisions of Nevada law that authorize the completion of the merger without a vote or meeting of shareholders of Global. Pursuant to the terms of the Merger Agreement, all remaining publicly held Shares will be converted into the right to receive the same $14.00 per Share, net to the holder in cash, without interest and less any applicable withholding tax, in the Merger.
On September 26, 2011, U.S. Parent issued a press release announcing the completion of the Offer. The press release is filed as Exhibit (a)(5)(D) 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)(5)(D) | Press Release issued by U.S. Parent on September 26, 2011.” | |
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: September 26, 2011
| GTCR Gridlock Acquisition Sub, Inc. | ||
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Vice President and Secretary | |
| GTCR Gridlock Holdings (Cayman), L.P. | ||
By: | GTCR Gridlock Partners Ltd. | |
Its: | General Partner | |
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Vice President and Secretary | |
| GTCR Gridlock Holdings, Inc. | ||
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Vice President and Secretary | |
| GTCR Gridlock Partners, Ltd. | ||
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Vice President and Secretary | |
| GTCR Fund X/A AIV LP | ||
By: | GTCR Partners X/A&C AIV LP | |
Its: | General Partner | |
By: | GTCR Investment X AIV Ltd. | |
Its: | General Partner | |
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Appointed Officer | |
| GTCR Fund X/C AIV LP | ||
By: | GTCR Partners X/A&C AIV LP | |
Its: | General Partner | |
By: | GTCR Investment X AIV Ltd. | |
Its: | General Partner | |
| By: | /s/ CHRISTIAN B. MCGRATH | |
| Name: | Christian B. McGrath | |
| Title: | Appointed Officer | |
| GTCR Investment X AIV Ltd. | ||||
| By: | /s/ CHRISTIAN B. MCGRATH | |||
| Name: | Christian B. McGrath | |||
| Title: | Appointed Officer | |||