This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the offer by Oppenheimer Holdings Inc., a Delaware corporation (“Oppenheimer” or the “Company”), to purchase for not more than $30,000,000 in cash shares of its Class A non-voting common stock, par value $0.001 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not greater than $40.00 per Share nor less than $34.00 per Share or (ii) purchase price tenders pursuant to which shareholders indicate they are willing to sell their Shares to the Company at the purchase price determined in the offer, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 31, 2023 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which is filed herewith as Exhibit (a)(1)(B). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO.
Item 1. Summary Term Sheet.
The information under the heading “Summary Term Sheet,” included in the Offer to Purchase, is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address: The name of the issuer is Oppenheimer Holdings Inc. The address and telephone number of the issuer’s principal executive offices are: 85 Broad Street, New York, NY 10004 (212) 668-8000.
(b) Securities: The subject securities are Oppenheimer’s Class A non-voting common stock, par value $0.001 per Share. As of May 26, 2023, there were 10,960,710 Shares issued and outstanding.
(c) Trading Market and Price: Information about the trading market and price of the Shares is incorporated herein by reference from the Offer to Purchase under the heading “Section 8 — Price Range of Shares; Dividends.”
Item 3. Identity and Background of Filing Person.
(a) Name and Address: The filing person to which this Schedule TO relates is Oppenheimer Holdings Inc., the issuer of the Shares. The address and telephone number of Oppenheimer are set forth under Item 2(a) above. The names of the directors and executive officers of Oppenheimer are as set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Oppenheimer are c/o Oppenheimer Holdings Inc., 85 Broad Street, New York, NY 10004 (212) 668-8000.
Item 4. Terms of the Transaction.
(a) Material Terms: The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings “Summary Term Sheet,” “Section 1 — Number of Shares; Purchase Price; Proration,” “Section 2 — Purpose of the Offer; Certain Effects of the Offer,” “Section 3 — Procedures for Tendering Shares,” “Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase Price,” “Section 6 — Conditional Tender of Shares,” “Section 7 — Conditions of the Offer,” “Section 9 — Source and Amount of Funds,” “Section 10 — Certain Information Concerning the Company,” “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares,” “Section 14 — U.S. Federal Income Tax Considerations” and “Section 15 — Extension of the Offer; Termination; Amendment.” There will be no material differences in the rights of security holders as a result of this transaction.
