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
(Amendment No. 2)
CDI Corp.
(Name of Subject Company (Issuer))
Nova Merger Sub, Inc.
(Name of Filing Person—Offeror)
Nova Intermediate Parent, LLC
(Name of Filing Person—Offeror)
AE Industrial Partners Fund I, L.P.
AE Industrial Partners Fund I-A, L.P.
AE Industrial Partners Fund I-B, L.P.
AE Industrial Partners Fund I GP, LP
AeroEquity GP, LLC
AE Industrial Partners, LLC
(Names of Filing Persons—Other)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
125071100
(CUSIP Number of Class of Securities)
Wayne P. Garrett
AE Industrial Partners, LLC
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
(561) 372-7820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $157,508,621 | $18,256 | |
| (1) | Estimated for purposes of calculating the filing fee only. The calculation assumes the purchase of 18,793,206 shares of common stock of CDI Corp. The transaction value also includes $2,464,671 payable in respect of time vesting deferred stock awards, which are vested or will become vested in connection with the closing of the transactions contemplated herein. |
| (2) | Calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 31, 2016, by multiplying the transaction value by 0.0001159. |
| ☒ | 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: $18,256 | Filing Party: Nova Merger Sub, Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: August 14, 2017 |
| ☐ | 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 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 Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) relating to the tender offer by Nova Merger Sub, Inc., a Pennsylvania corporation (“Purchaser”) and a wholly-owned subsidiary of Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.10 per share, of CDI Corp., a Pennsylvania corporation (“CDI”), at a price of $8.25 per share net to the seller in cash, without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated August 14, 2017 (the “Offer to Purchase”), and in the related letter of transmittal.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Items 11 and 12 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.
Items 1 through 9 and Item 11.
The Offer and withdrawal rights expired at 9:00 a.m., Philadelphia, Pennsylvania time, on September 12, 2017. The Depositary has advised Parent and Purchaser that, as of the expiration of the Offer, a total of 15,504,481 Shares had been validly tendered into and not withdrawn from the Offer (not including 321,104 Shares tendered pursuant to notices of guaranteed delivery), representing approximately 78% of all outstanding Shares and all Shares issuable upon the exercise or vesting, as applicable, of Company Options and Company TVDS Awards. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and will promptly pay for all Shares validly tendered into and not properly withdrawn from the Offer.
On September 12, 2017, pursuant to the terms of the Merger Agreement, the Top-Up Option was automatically deemed exercised and the Purchaser purchased, at a per share price equal to the Offer Price, 3,784,116 newly issued shares of CDI’s common stock, which brought Purchaser’s ownership of Shares, when combined with the Shares acquired by Purchaser in the Offer, to more than 80% of the Shares outstanding after such purchase. The aggregate purchase price of $31,218,957 for the Top-Up Shares was paid by Purchaser partially in cash in an amount equal to the aggregate par value of the Top-Up Shares and partially by a promissory note for the remaining amount. CDI offered and sold the Top-Up Shares as a private placement pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act.
As a result of its acceptance of the Shares tendered in the Offer and its purchase of Shares pursuant to the Top-Up Option, Purchaser has acquired sufficient Shares to effect the Merger without submitting the merger to a vote of stockholders as permitted in Section 321(d)(1)(ii) of the PBCL. Accordingly, Parent and Purchaser intend to effect the Merger pursuant to Section 321(d)(1)(ii) of the PBCL. In the Merger, each outstanding Share (other than Shares owned by CDI, Purchaser or Parent or any subsidiary of CDI or Parent, or Shares as to which the holder thereof has properly demanded and not otherwise lost dissenters’ rights under Pennsylvania law) will be converted into the right to receive the Offer Price. Following the Merger, CDI will delist the Shares from the NYSE and apply for termination of registration of the Shares under the Exchange Act.
The full text of the press release issued on September 12, 2017, announcing the expiration and results of the Offer is attached as Exhibit (a)(1)(H) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(1)(H) | Press Release issued by AE Industrial Partners, LLC on September 12, 2017. | |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 12, 2017
| NOVA MERGER SUB, INC. | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Vice President | |
| NOVA INTERMEDIATE PARENT, LLC | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Vice President | |
| AE INDUSTRIAL PARTNERS FUND I, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I-A, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I-B, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I GP, LP | ||
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AEROEQUITY GP, LLC | ||
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS, LLC | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
Exhibit Index
| * | Previously filed. |
