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
CardConnect Corp.
(Name of Subject Company (Issuer))
Minglewood Merger Sub Inc.
a wholly owned subsidiary of
First Data Corporation
(Names of Filing Persons (Offerors))
Common Stock, $0.001 par value per share
(Title of Class of Securities)
14141X108
(CUSIP Number of Class of Securities)
Copies to:
Adam L. Rosman
First Data Corporation
225 Liberty Street, 29th Floor
New York, New York, 10281
Telephone: (800) 735-3362
Copy to:
Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |
| N/A* | N/A* |
| * | Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because 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 |
| ☑ | 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 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 Tender Offer Statement on Schedule TO (this “Statement”) relates solely to preliminary communications made before the commencement of a planned tender offer by Minglewood Merger Sub Inc. (“Purchaser”), a wholly-owned subsidiary of First Data Corporation (“First Data”), for all of the outstanding shares of common stock of CardConnect Corp. (“CardConnect”) (such transaction, the “Proposed Transaction”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of May 26, 2017, among First Data, Purchaser and CardConnect.
On May 30, 2017, First Data and CardConnect held a joint teleconference with respect to the Proposed Transaction. A transcript of that joint teleconference is attached hereto as Exhibit 99.1.
The tender offer for the outstanding shares of CardConnect referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of CardConnect, nor is it a substitute for the tender offer materials that First Data and Purchaser will file with the U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, First Data and Purchaser will file tender offer materials on Schedule TO, and CardConnect will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of CardConnect are urged to read these documents when they become available because they will contain important information that holders of CardConnect securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of CardConnect at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site atwww.sec.gov. Additional copies may be obtained for free by contacting First Data Corporation, 225 Liberty Street, 29th Floor, New York, New York 10281, Attention: Investor Relations.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, First Data and CardConnect file annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by First or CardConnect at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. First Data’s and CardConnect’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC athttp://www.sec.gov.
EXHIBIT INDEX
| Exhibit 99.1 | Transcript |
