UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Amendment No. 5
(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CKX, INC.
(Name of Subject Company—(Issuer))
COLONEL HOLDINGS, INC.
COLONEL UK HOLDINGS LIMITED
COLONEL OFFEROR SUB, LLC
COLONEL MERGER SUB, INC.
(Names of Filing Persons—(Offerors))
APOLLO MANAGEMENT VII, L.P.
(Names of Filing Persons—(Other Person(s))
SCHEDULE 13E-3/A
Amendment No. 5
(Rule 13e-3)
Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
CKX, INC.
(Name of Subject Company—(Issuer))
COLONEL HOLDINGS, INC.
COLONEL UK HOLDINGS LIMITED
COLONEL OFFEROR SUB, LLC
COLONEL MERGER SUB, INC.
APOLLO MANAGEMENT VII, L.P.
(Names of Persons—Filing Statements)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
12562M106
(CUSIP Number of Class of Securities)
| John J. Suydam |
| Apollo Management VII, L.P. |
| 9 West 57th Street, 43rd Floor |
| New York, New York 10019 |
| Telephone: (212) 515-3200 |
| James Schwab |
| Neil Goldman |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| 1285 Avenue of the Americas |
| New York, New York 10019-6064 |
| Telephone: (212) 373-3000 |
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $511,409,101.50 | $59,375.00 |
| * | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 92,613,473 shares of common stock, par value $0.01 per share, at $5.50 per share. The transaction value also includes the aggregate offer price for 370,000 shares of common stock estimated to be issuable pursuant to outstanding options with an exercise price less than $5.50 per share, which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $5.50 minus the weighted average exercise price of such options. |
| ** | The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2011 issued by the SEC, effective December 27, 2010, by multiplying the Transaction Value by 0.00011610. |
| 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: | $59,375.00 | |
Form or Registration No.: | Schedule TO - T | |
Filing Party: | Colonel Holdings, Inc., Colonel UK Holdings Limited, Colonel Offeror Sub, LLC, Colonel Merger Sub, Inc., Apollo Management VII, L.P., CKx, Inc., Robert F.X. Sillerman, Sillerman Capital Holdings, L.P., Laura Sillerman, The Promenade Trust and Priscilla Presley | |
Date Filed: | May 17, 2011 | |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the appropriate boxes 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. |
| x | 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: ¨
This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the Tender Offer Statement and Transaction Statement filed on Schedule TO on May 17, 2011, as amended and supplemented by Amendment No. 1 filed on May 24, 2011, Amendment No. 2 filed on June 1, 2011, Amendment No. 3 filed on June 3, 2011 and Amendment No. 4 filed on June 8, 2011 (as so amended and supplemented, the “Schedule TO”) by Colonel Holdings, Inc., a Delaware corporation, Colonel UK Holdings Limited, a United Kingdom private limited company, Colonel Offeror Sub, LLC, a Delaware limited liability company (“Offeror”), Colonel Merger Sub, Inc., a Delaware corporation, and Apollo Management VII, L.P., a Delaware limited partnership. The Schedule TO relates to the offer by Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of CKx, Inc., at a purchase price of $5.50 per share, net to the seller in cash, without interest and subject to deduction for any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated May 17, 2011 (the “Offer to Purchase”) and the related letter of transmittal, as they may be amended or supplemented from time to time. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.
As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 5, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 13 of the Schedule TO. You should read this Amendment No. 5 together with the Schedule TO.
Item 11:Additional Information
Regulation M-A Item 1011
The information incorporated into Item 11 of the Schedule TO by reference to the information set forth in the Offer to Purchase under the caption THE TENDER OFFER—Section 14 (“Certain Legal Matters; Regulatory Approvals”) is amended and supplemented as follows:
The information under the heading “Litigation” is amended and supplemented by adding the following text at the end thereof:
“The parties have entered into a memorandum of understanding memorializing the key terms of that agreement. The memorandum of understanding is attached as Exhibit (a)(5)(J) of the Schedule 14D-9, which is incorporated herein by reference.
The CKx directors, Mr. Sillerman, Apollo Global Management, LLC, Parent, Offeror and Merger Sub have denied, and continue to deny, that they have committed or aided and abetted in the commission of, any violation of law or engaged in any of the alleged wrongful acts, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties.”
Item 13:Information Required by Schedule 13E-3
Item 15:Additional Information
Regulation M-A Item 1011
The information incorporated into Item 15 of Item 13 of the Schedule TO by reference to the information set forth in the Offer to Purchase under the caption THE TENDER OFFER—Section 14 (“Certain Legal Matters; Regulatory Approvals”) is amended and supplemented as set forth in Item 11 of this Amendment No. 5, which is hereby incorporated by reference into Item 15 of Item 13 of the Schedule TO.
[Remainder of the page is intentionally left blank]
2
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.
Dated: June 8, 2011
| COLONEL HOLDINGS, INC. | ||
| By: | /s/ Darren Glatt | |
| Name: Darren Glatt | ||
| Title: President | ||
| COLONEL UK HOLDINGS LIMITED | ||
| By: | /s/ Darren Glatt | |
| Name: Darren Glatt | ||
| Title: President | ||
| COLONEL OFFEROR SUB, LLC | ||
| By: | Colonel UK Holdings Limited, its Sole Member | |
| By: | /s/ Darren Glatt | |
| Name: Darren Glatt | ||
| Title: President | ||
| COLONEL MERGER SUB, INC. | ||
| By: | /s/ Darren Glatt | |
| Name: Darren Glatt | ||
| Title: President | ||
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.
Dated: June 8, 2011
APOLLO MANAGEMENT VII, L.P. | ||
| By: | AIF VII Management, LLC, its General Partner | |
| By: | /s/ Aaron Stone | |
| Name: Aaron Stone | ||
| Title: Vice President | ||
