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
RPX CORPORATION
(Name of Subject Company (Issuer))
RIPTIDE PARENT, LLC
RIPTIDE PURCHASER, INC.
(Name of Filing Persons (Offerors))
HGGC FUND II, L.P.
HGGC FUNDII-A, L.P.
HGGC FUNDII-B, L.P.
HGGC FUNDII-C, L.P.
HGGC FUNDII-D, L.P.
HGGC ASSOCIATES II, L.P.
HGGC AFFILIATE INVESTORS II, L.P.
HGGC FUND III, L.P.
HGGC FUNDIII-A, L.P.
HGGC AFFILIATE INVESTORS III, L.P.
HGGC ASSOCIATES III, L.P.
(Name of Filing Persons (Others))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
74972G103
(CUSIP Number of Class of Securities)
Jade Bollinger
Riptide Parent, LLC
c/o HGGC LLC
1950 University Avenue, Suite 350
Palo Alto, CA 94303
(650)618-4984
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Joshua M. Zachariah
Joseph K. Halloum
Kirkland & Ellis LLP
555 California Street
San Francisco, CA 94104
(415)439-1400
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $554,185,996 | $68,996.16 | |
| (1) | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 49,933,908 shares of voting common stock, par value $0.0001 per share, at an offer price of $10.50 per share. The transaction value also includes (i) 320,065 shares issuable pursuant to outstanding stock option grants with a weighted average exercise price of less than $10.50 per share, which is calculated by (x) multiplying the number of shares underlying such options at each exercise price therefor by an amount equal to $10.50 minus such exercise price and (y) dividing such product by the offer price of $10.50 per share, (ii) 2,578,825 Company Shares were issuable pursuant to outstanding Company restricted stock units, multiplied by the offer price of $10.50 per share, and (iii) 165,198 shares issuable pursuant to outstanding Company performance stock units assuming achievement at target levels, multiplied by the offer price of $10.50. The calculation of the filing fee is based on information provided by RPX Corporation as of the close of business on April 30, 2018. |
| (2) | The amount of the filing fee was calculated in accordance with Rule0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245. |
| ☐ | 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: N/A | Filing Party: N/A | |
| Form of Registration No.: N/A | Date Filed: N/A |
| ☐ | 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 toRule 14d-1. |
| ☐ | Issuer tender offer subject toRule 13e-4. |
| ☐ | Going-private transaction subject toRule 13e-3. |
| ☐ | Amendment to Schedule 13D underRule 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:
| ☐ | Rule13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is being filed by (i) Riptide Parent, LLC, a Delaware limited liability company (“Parent”), (ii) Riptide Purchaser, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), (iii) HGGC Fund II, L.P., a Cayman Islands exempted limited partnership (“Fund II”), (iv) HGGC FundII-A, L.P., a Cayman Islands exempted limited partnership (“FundII-A”), (v) HGGC FundII-B, L.P., a Delaware limited partnership (“FundII-B”), (ix) HGGC FundII-C, L.P., a Delaware limited partnership (“FundII-C”), (vi) HGGC FundII-D, L.P., a Delaware limited partnership (“FundII-D”), (vii) HGGC Affiliate Investors II, L.P., a Cayman Islands exempted limited partnership (“Fund II Affiliate Investors”), (viii) HGGC Associates II, L.P., a Cayman Islands exempted limited partnership (“Fund II Associates”, and together with Fund II, FundII-A, FundII-B, FundII-C, FundII-D and Fund II Affiliate Investors, the “Fund II Investors”), (ix) HGGC Fund III, L.P., a Cayman Islands exempted limited partnership (“Fund III”), (x) HGGC FundIII-A, L.P., a Cayman Islands exempted limited partnership (“FundIII-A”), (xi) HGGC Affiliate Investors III, L.P., a Cayman Islands exempted limited partnership (“Fund III Affiliate Investors”), and (xii) HGGC Associates III, L.P., a Cayman Islands exempted limited partnership (“Fund III Associates”, and together with Fund III, FundIII-A and Fund III Affiliate Investors, the “Fund III Investors”, and the Fund III Investors together with the Fund II Investors, the “Investors”. The Investors are each affiliates of Parent and Purchaser. This Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.0001 per share (the “Company Shares”) of RPX Corporation, a Delaware corporation (the “Company”), at a price of $10.50 per Company Share, net to the seller in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest (the “Offer Price”), upon the terms and conditions set forth in the offer to purchase, dated May 21, 2018 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:
RPX Corporation
One Market Plaza, Suite 800
San Francisco, CA 94105
(866)779-7641
(b) Securities. This Schedule TO relates to the Offer by Purchaser to purchase all issued and outstanding Company Shares. As of the close of business on April 30, 2018, there were 49,933,908 Company Shares issued and outstanding, 739,398 Company Shares issuable pursuant to outstanding stock option grants, 2,578,398 Company Shares issuable pursuant to outstanding Company restricted stock units and 165,198 Company Shares issuable pursuant to outstanding Company performance stock units assuming achievement at target levels.
(c) Trading Market and Price. The information set forth under the caption THE TENDER OFFER—Section 6 (“Price Range of Company Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and Purchaser”) and Schedule I attached thereto
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference, including the following sections incorporated herein by reference:
THE TENDER OFFER—Section 1 (“Terms of the Offer”)
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THE TENDER OFFER—Section 2 (“Acceptance for Payment and Payment for Company Shares”) THE TENDER OFFER—Section 3 (“Procedures for Accepting the Offer and Tendering Company Shares”)
THE TENDER OFFER—Section 4 (“Withdrawal Rights”)
THE TENDER OFFER—Section 5 (“Material United States Federal Income Tax Consequences”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
THE TENDER OFFER—Section 13 (“Certain Effects of the Offer”)
THE TENDER OFFER—Section 15 (“Certain Conditions of the Offer”)
THE TENDER OFFER—Section 16 (“Certain Legal Matters; Regulatory Approvals”)
THE TENDER OFFER—Section 18 (“Miscellaneous”)
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions and (b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and Purchaser”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
(c) (1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
THE TENDER OFFER—Section 13 (“Certain Effects of the Offer”)
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THE TENDER OFFER—Section 14 (“Dividends and Distributions”)
Item 7. Source and Amount of Funds or Other Consideration.
(a) Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
(b) Conditions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
THE TENDER OFFER—Section 15 (“Certain Conditions of the Offer”)
(d) Borrowed Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 9 (“Source and Amount of Funds”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
Item 8. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and Purchaser”) and Schedule I attached thereto
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
(b) Securities Transactions. Not applicable.
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Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 3 (“Procedures for Accepting the Offer and Tendering Company Shares”)
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 17 (“Fees and Expenses”)
Item 10. Financial Statements.
(a)Financial Information. Not applicable.
(b)Pro Forma Information. Not applicable.
Item 11. Additional Information.
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”)
THE TENDER OFFER—Section 11 (“The Merger Agreement”)
THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”)
THE TENDER OFFER—Section 13 (“Certain Effects of the Offer”)
THE TENDER OFFER—Section 16 (“Certain Legal Matters; Regulatory Approvals”)
(c) Other Material Information. The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.
Item 12. Exhibits.
Exhibit | Description | |
| (a)(1)(A) | Offer to Purchase, dated May 21, 2018. | |
| (a)(1)(B) | Form of Letter of Transmittal. | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery. | |
| (a)(1)(D) | Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
| (a)(1)(F) | Summary Advertisement as published in the Wall Street Journal on May 21, 2018. | |
| (a)(5)(A) | Joint Press Release issued by the Company and HGGC, LLC on May 1, 2018 (incorporated by reference to Exhibit 99.1 to Current Report onForm 8-K of the Company filed with the Securities and Exchange Commission on May 1, 2018). | |
| (a)(5)(B) | Joint Press Release issued by the Company and HGGC, LLC on May 21, 2018. | |
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Exhibit | Description | |
| (b)(1) | Amended and Restated Debt Commitment Letter, dated May 18, 2018, from Jefferies Finance LLC to Riptide Purchaser, Inc. | |
| (d)(1) | Agreement and Plan of Merger, dated as of April 30, 2018, by and among RPX Corporation, Riptide Purchaser, Inc. and Riptide Parent, LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form8-K filed by the Company with the Securities and Exchange Commission on May 1, 2018). | |
| (d)(2) | Confidentiality Agreement, dated January 9, 2018, between RPX Corporation and HGGC, LLC. | |
| (d)(3) | Exclusivity Agreement Letter, dated April 26, 2018, from HGGC, LLC to RPX Corporation. | |
| (d)(4) | Limited Guarantee, dated as of April 30, 2018, by each of the Fund II Investors in favor of RPX Corporation. | |
| (d)(5) | Equity Commitment Letter, dated as of April 30, 2018, from each of the Fund II Investors to Riptide Parent, LLC. | |
| (g) | None. | |
| (h) | None. | |
Item 13. Information Required bySchedule 13E-3.
Not applicable.
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SIGNATURE
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.
| RIPTIDE PURCHASER, INC. | ||
| By | /s/ Jeremiah Jewkes | |
| Name: | Jeremiah Jewkes | |
| Title: | Vice President and Treasurer | |
| Date: | May 21, 2018 | |
| RIPTIDE PARENT, LLC | ||
| By | /s/ Jeremiah Jewkes | |
| Name: | Jeremiah Jewkes | |
| Title: | Vice President and Treasurer | |
| Date: | May 21, 2018 | |
HGGC FUND II, L.P., | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
HGGC FUNDII-A, L.P., | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
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HGGC FUNDII-B, L.P., | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
HGGC FUNDII-C, L.P., | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
HGGC FUNDII-D, L.P., | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
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HGGC AFFILIATE INVESTORS II, L.P. | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
HGGC ASSOCIATES II, L.P. | ||
| By: | HGGC Fund II GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund II GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
| HGGC FUND III, L.P. | ||
| By: | HGGC FUND III GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund III GP, L.P. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
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| HGGC FUNDIII-A, L.P. | ||
| By: | HGGC FUND III GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund III GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
| HGGC AFFILIATE INVESTORS III, L.P. | ||
| By: | HGGC FUND III GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund III GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
| HGGC ASSOCIATES III, L.P. | ||
| By: | HGGC FUND III GP, L.P. | |
| Its: | General Partner | |
| By: | HGGC Fund III GP, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Richard F. Lawson, Jr. | |
| Name: | Richard F. Lawson, Jr. | |
| Title: | Director | |
| Date: | May 21, 2018 | |
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