Tender Offer Statement by Third Party (sc To-t)
September 06 2016 - 12:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
(RULE
14d-100)
Tender
Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities
Exchange Act of 1934
Siebert
Financial Corp.
(Name
of Subject Company)
Kennedy
Cabot Acquisition, LLC
(Offeror)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
826176109
(Cusip
Number of Class of Securities)
Gloria
E. Gebbia
Kennedy
Cabot Acquisition, LLC
Chief
Executive Officer
24100
Calabasas Road
Calabasas,
CA 91302
(212)514-8369
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies
to:
Lawrence
G. Nusbaum, Esq.
Martin
H. Kaplan, Esq.
Bryan S.
Dixon, Esq.
Gusrae
Kaplan Nusbaum PLLC
120
Wall Street, 25
th
Floor
New
York, NY 10005
212-269-1400
CALCULATION
OF FILING FEE
|
|
|
Transaction
Valuation*
|
|
Amount
of Filing Fee*
|
$3,330,151.20
|
|
$335.35
|
*
|
Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under
the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”). The transaction valuation was calculated
by multiplying (i) the 2,775,126 outstanding shares of common stock of Siebert Financial Corp. (“
Siebert
”),
par value $0.01 per share (the “
Shares
”) which are subject to the Offer (as defined below), multiplied
by the offer price of $1.20 per Share. The calculation of the filing fee is based on information provided by Siebert as of
September 2, 2016.
|
**
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The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and Fee
Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007.
|
o
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Check
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.
|
|
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|
Amount
Previously Paid: Not applicable.
|
|
Filing
Party: Not applicable.
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Form
or Registration No.: Not applicable.
|
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Date
Filed: Not applicable.
|
o
|
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.
|
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o
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issuer tender offer subject to Rule 13e-4.
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o
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going-private transaction subject to Rule 13e-3.
|
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o
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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
o
If applicable, check
the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
o
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Rule
13e-4(i) (Cross-Border Issuer Tender Offer)
|
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o
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Rule
14d-1(d) (Cross-Border Third-Party Tender Offer)
|
This Tender Offer Statement
on Schedule TO (this “
Schedule TO
”) relates to the offer (the “
Offer
”) by Kennedy Cabot
Acquisition, LLC., a Nevada limited liability corporation (“
Purchaser
”), to purchase 2,775,126 shares of common
stock of Siebert Financial Corp., a New York corporation (“
Siebert
”), par value $0.01 per share (each, a “
Share
”,
and collectively, the “
Shares
”), that represent all of the issued and outstanding Shares other than the 19,310,000
Shares owned by the Estate of Muriel F. Siebert, at a purchase price of $1.20 per Share, net to the seller in cash, without interest
thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase
dated September 6, 2016 (as it may be amended or supplemented from time to time, the “
Offer to Purchase
”),
which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as it may
be amended or supplemented from time to time, the “
Letter of Transmittal
” and, together with the Offer to Purchase,
the “
Offer
”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(B).
Items 1 through
9; Item 11.
All information contained
in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein
by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.
Item 10. Financial
Statements.
Not applicable.
Item 12. Exhibits.
See Exhibit Index.
Item 13. Information
Required by Schedule 13E-3.
Not applicable.
SIGNATURE
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: September 6, 2016
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KENNEDY
CABOT ACQUISITION, LLC
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By:
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/s/
Gloria E. Gebbia
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Name:
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Gloria
E. Gebbia
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Title:
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Manager
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EXHIBIT
INDEX
Exhibit No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated September 6, 2016
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(a)(1)(B)
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Form of Letter of Transmittal (including Guidelines for Certificate of Taxpayer Identification Number on IRS W-9)
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(5)(A)
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Joint press release issued by the Siebert Financial and Purchaser dated September 2, 2016*
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(a)(5)(B)
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Form of communication to Siebert Financial's employees, first used or made available on September
2, 2016*
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(a)(5)(C)
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Form of communication to Siebert Financial's customers, first used or made available on September
2, 2016*
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(a)(5)(D)
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Form of summary advertisement,
published in The
New York Times
on September 6, 2016
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(b)
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Not applicable
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(d)(1)
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Acquisition Agreement between Siebert Financial Corp., The Estate of Muriel F. Siebert and Kennedy
Cabot Acquisition, LLC dated as of September 1, 2016
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(g)
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Not applicable
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(h)
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Not applicable
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* Previously filed
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