SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
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: ¨
INTRODUCTION
This Amendment No. 3 (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, and Amendment No. 2 thereto, filed with the SEC on September 6, 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.
Amendments to the Offer to Purchase
The Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
(1) The information set forth in the Offer to Purchase under the captions “Summary Term Sheet” and “The Offer—Section 1. Terms of the Offer” is hereby amended and supplemented as follows:
“On September 14, 2011, U.S. Parent announced that the expiration of the Offer was extended until 5:00 p.m., New York City time, on Friday, September 23, 2011, unless further extended by the Purchaser. A copy of the press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(B) and incorporated herein by reference.”
(2) The information set forth in the Offer to Purchase under the caption “The Offer—Section 14. Legal Proceedings” is hereby amended by adding the following paragraph immediately after the first paragraph under such caption on page 73 of the Offer to Purchase:
“On September [13], 2011, the parties to the complaint filed on August 31, 2011 in the Supreme Court of the State of New York, New York County captionedBroadbased Equities v. William L. Yde III, et al. entered into a Memorandum of Understanding (the “Memorandum of Understanding”) providing for the settlement, subject to court approval and the completion of the Offer and the Merger, of such stockholder action (the “Settlement”). The Settlement will be submitted to the Supreme Court for approval. If approved, the Settlement will resolve all of the allegations and claims asserted by the plaintiffs and the class against all defendants in connection with the Offer and the Merger and will further provide for the release and settlement by the class of the Company’s shareholders of all claims against all defendants in connection with the Offer and the Merger. As part of the Settlement, all of the defendants deny all allegations of wrongdoing as alleged by the plaintiffs in the complaint, but have agreed to provide certain supplemental disclosures as set forth in Amendment No. 3 to the Schedule 14D-9 and to extend the expiration date of the Offer until 5:00 p.m., New York City time, on September 23, 2011. The Settlement will not affect the amount of consideration to be paid pursuant to the Offer and the Merger. The foregoing summary of the Memorandum of Understanding does not purport to be complete and is qualified in its entirety by reference to the Memorandum of Understanding, a copy of which is filed as an exhibit hereto and incorporated herein by reference.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits thereto:
“(a)(5)(B) | Press Release, dated September 14, 2011” | |
“(a)(5)(C) | Memorandum of Understanding, dated September 13, 2011 (incorporated by reference to Exhibit (a)(5)(G) to Amendment No. 3 to the Schedule 14D-9 filed with the SEC on September 14, 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 14, 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 | |
