UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
SCHEDULE
13E-3
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934.
SUNLINK HEALTH
SYSTEMS, INC.
(Name Of Subject Company (Issuer))
SUNLINK HEALTH SYSTEMS, INC.
(Name of Filing Persons (Issuer and Offeror))
Common Shares,
no par value
(Title of Class of Securities)
867370102
(CUSIP Number of
Class of Securities)
Robert M. Thornton, Jr.
Chairman
SunLink Health
Systems, Inc.
900 Circle 75 Parkway
Suite 1120
Atlanta,
Georgia 30339
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing
persons)
with a copy to:
Howard E. Turner, Esq.
M.
Timothy Elder, Esq.
Smith, Gambrell & Russell, LLP
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
(404)
815-3500
CALCULATION OF
FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$4,500,000
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$521.55
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*
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Estimated solely for purposes of calculating the filing fee pursuant to Rules
0-11
under the Securities Exchange Act of 1934, as amended, based on the dollar amount to be used in
the purchase of shares in the tender offer described in this Schedule TO.
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**
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The amount of the filing fee, calculated in accordance with
Rule 0-11(b) of
the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year
2017 issued by the Securities and Exchange Commission (the SEC), equals $115.90 per $1,000,000 of the aggregate value of the transaction.
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☐
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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.
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Amount Previously Paid:
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N/A
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Filing Party:
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N/A
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Form or Registration No.:
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N/A
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Date Filed:
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N/A
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☐
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third-party tender offer subject to
Rule 14d-1.
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☒
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issuer tender offer subject to
Rule 13e-4.
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☒
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going-private transaction subject to
Rule 13e-3.
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☐
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
This Tender Offer Statement on Schedule TO (together with the exhibits hereto, this
Schedule
TO
) relates to a tender offer by SunLink Health Systems, Inc. (
SunLink
or the
Company
) to purchase up to 3,000,000 common shares
of SunLink, no par value, for an aggregate purchase price of up to $4,500,000, to the sellers in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated January 10, 2017 (the
Offer to Purchase
) and the accompanying letter of transmittal (the
Letter of Transmittal
), which together, as each may be amended and supplemented from time to time, constitute the tender offer
(the
Offer
). This Schedule TO also is intended to satisfy the reporting requirements of
Rule 13e-4(c)(2) of
the Securities Exchange Act of 1934, as amended.
The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule
TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.
ITEM 1.
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SUMMARY TERM SHEET
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The information set forth in the Summary Term Sheet of the Offer to
Purchase is incorporated herein by reference.
ITEM 2.
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SUBJECT COMPANY INFORMATION
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(a)
Name and Address
.
The name of the issuer
is SunLink Health Systems, Inc. The address of its executive offices is 900 Circle 75 Parkway, Suite 1120, Atlanta, Georgia 30339. The telephone number of the executive offices of SunLink is
(770) 933-7000.
(b)
Securities
.
The information set forth in the Introduction
to the Offer to Purchase is incorporated herein by reference.
(c)
Trading and Market Price
.
The Companys common
shares are traded on the NYSE Market exchange (NYSE MKT) under the symbol SSY. The information set forth in Section 7
of the Offer to Purchase (Trading Market; Price Range of Shares; Dividend Policy; Prior Stock
Purchases) is incorporated herein by reference.
ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON
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The Company is the filing person. The
Companys address and telephone number are set forth in Item 2 above. The information set forth in Section
10 of the Offer to Purchase (Interests of Directors and Executive Officers, Transactions, and Arrangements Concerning
the Shares) is incorporated herein by reference. The information set forth in Section
9 of the Offer to Purchase (Certain Information Concerning the Company) is incorporated herein by reference.
ITEM 4.
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TERMS OF THE TRANSACTION
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(a)
Material Terms.
The following sections of the Offer
to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference:
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Section 1 (Number of Shares; Purchase Price; Proration);
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Section 2 (Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or
Proposals);
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2
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Section 3 (Procedures for Tendering Shares);
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Section 4 (Withdrawal Rights);
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Section 5 (Purchase of Shares and Payment of Purchase Price);
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Section 6 (Conditions of the Offer);
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Section 7 (Trading Market; Price Range of Shares; Dividend Policy; Prior Stock Purchases);
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Section 8 (Source and Amount of Funds);
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Section 9 (Certain Information Concerning the Company);
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Section 10 (Interests of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares);
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Section 11 (Effects of the Offer on the Market for Shares; Registration under the Exchange Act);
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Section 12 (Legal Matters; Regulatory Approvals);
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Section 13 (Material U.S. Federal Income Tax Consequences);
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Section 14 (Extension of the Offer; Termination; Amendment);
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Section 15 (Fees and Expenses); and
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Section 16 (Miscellaneous).
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(b)
Purchases.
The information set forth
in the Introduction to the Offer to Purchase and in Section 1 (Number of Shares; Purchase Price; Proration) and in Section 10 of the Offer to Purchase (Interests of Directors and Executive Officers; Agreements,
Transactions, and Arrangements Concerning the Shares) is incorporated herein by reference. The executive officers and directors of the Company have advised the Company that they will not tender their shares in the Offer.
ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
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(e)
Agreements Involving
the Subject Companys Securities.
The information set forth in Section 10 of the Offer to Purchase (Interests of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares) is
incorporated herein by reference.
ITEM 6.
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PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
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(a); (b); (c)
Purposes; Use of
Securities Acquired; Plans
.
The following sections of the Offer to Purchase, which contain information regarding the purposes of the transaction, the use of securities acquired in the transaction and plans, are incorporated herein by
reference:
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Section 1 (Number of Shares; Purchase Price; Proration);
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Section 2 (Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or
Proposals); and
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Section 3 (Procedures for Tendering Shares).
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ITEM 7.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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(a); (b); (d)
Source of Funds;
Conditions; Borrowed Funds
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The information set forth in Section 8 (Source and Amount of Funds) and Section 6 (Conditions of the Offer) of the Offer to Purchase is incorporated herein by reference.
3
ITEM 8.
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INTEREST IN SECURITIES OF THE SUBJECT COMPANY
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(a); (b)
Securities Ownership;
Securities Transactions
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The information set forth in Section 10 of the Offer to Purchase (Interests of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares) is incorporated
herein by reference.
ITEM 9.
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PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
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(a)
Solicitations or
Recommendations
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The information set forth in Section 15 of the Offer to Purchase (Fees and Expenses) is incorporated herein by reference.
ITEM 10.
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FINANCIAL STATEMENTS
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(a) SunLinks audited financial statements for the fiscal
years ended June 30, 2016 and 2015 are incorporated herein by reference to the information under the heading Section 9Certain Information Concerning the Company in the Offer to Purchase which incorporates by reference
SunLinks Annual Report on Form
10-K
for the Year Ended June 30, 2016, filed with the SEC on September 30, 2016.
(b) SunLinks unaudited financial statements for the fiscal quarters ended September 30, 2016 and 2015 are incorporated herein by
reference to the information under the heading Section 9Certain Information Concerning the Company in the Offer to Purchase which incorporates by reference SunLinks Quarterly Report on Form
10-Q
for the Quarter Ended Quarter ended September 30, 2016; filed with the SEC on November 10, 2016.
ITEM 11.
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ADDITIONAL INFORMATION
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(a)
Agreements, Regulatory Requirements and Legal
Proceedings
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The information set forth in Section 10 of the Offer to Purchase (Interests of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares), Section 11 of the Offer
to Purchase (Effects of the Offer on the Market for Our Shares; Registration Under the Exchange Act) and Section 12 of the Offer to Purchase (Legal Matters; Regulatory Approvals) is incorporated herein by reference.
(c)
Other Material Information.
The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies
of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
(a); (b); (d); (g); (h) See Exhibit Index immediately following the signature
page.
ITEM 13.
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INFORMATION REQUIRED BY SCHEDULE
13E-3
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Schedule 13E-3,
Item 2. Subject Company Information
(d) The information set forth
under the heading Section 7Trading Market; Price Range of Shares; Dividend Policy; Prior Stock Purchases in the Offer to Purchase is incorporated herein by reference.
(e) None.
(f) The
information set forth under the heading Section 10Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares in the Offer to Purchase is incorporated by reference herein.
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Schedule 13E-3,
Item 3. Identity and Background of Filing
Person
(b) The information set forth under the heading Section 10Interest of Directors and Executive Officers;
Agreements, Transactions, and Arrangements Concerning the Shares in the Offer to Purchase is incorporated by reference herein.
(c) The information set forth in the Offer to Purchase under the heading Section 9Certain Information Concerning the
Company and under the heading Section 10Interest of Directors and Executive Officers; Agreements, Transactions, and Arrangements Concerning the Shares regarding directors and executive officers of SunLink is incorporated
herein by reference.
Schedule 13E-3,
Item 4. Terms of the Transaction
(c) The information set forth under the headings Summary Term Sheet, Section 1Number of Shares; Purchase Price;
Proration, Section 3Procedures for Tendering Shares, Section 4Withdrawal Rights, Section 5Purchase of Shares and Payment of Purchase Price, Section 6Conditions of the
Offer, Section 13Material U.S. Federal Income Tax Consequences and Section 14Extension of the Offer; Termination; Amendment in the Offer to Purchase is incorporated herein by reference. Except as described
in The OfferNumber of Shares; Purchase Price; Proration no holder of shares will be treated in the Offer differently from any other holder of shares.
(d) As stated under the heading Section 2Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential
Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals in the Offer to Purchase, which information is incorporated herein by reference, the holders of SunLinks shares
are not entitled to appraisal rights.
(e) As set forth in the Offer to Purchase under the heading Section 2Purpose of
the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals, which statement is incorporated herein by reference,
no provisions have been made to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the Company.
(f) Not applicable. The consideration offered to security holders is cash.
Schedule 13E-3,
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) The information set forth under the heading Section 10Interest of Directors and Executive Officers; Agreements,
Transactions, and Arrangements Concerning the Shares in the Offer to Purchase is incorporated herein by reference.
(b) None.
(c) None.
Schedule 13E-3,
Item 7. Purposes, Alternatives, Reasons and Effects
The information set
forth under the headings Summary Term Sheet and Section 2Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the
Offer; Other Plans or Proposals in the Offer to Purchase is incorporated herein by reference.
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Schedule 13E-3,
Item 8. Fairness of the Transaction
The information set forth under the heading Section 2Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential
Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals is incorporated herein by reference.
Schedule 13E-3,
Item 9. Reports, Opinions, Appraisals and Negotiations
The information set forth under the heading Section 2Purpose of the Offer; Certain Effects of the Offer; Effects of a Potential
Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals in the Offer to Purchase is incorporated herein by reference.
Schedule 13E-3,
Item 10. Source and Amount of Funds or Other Considerations
(c) The information set forth under the heading Section 15Fees and Expenses in the Offer to Purchase is incorporated
herein by reference.
Schedule 13E-3,
Item 12. The Solicitation or Recommendation
(d) The information set forth under the headings Summary Term Sheet and Section 2Purpose of the Offer; Certain
Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals in the Offer to Purchase is incorporated herein by reference. The
executive officers and directors of the Company have advised the Company that they will not, and to our knowledge, our affiliates will not, tender their shares in the Offer.
(e) The information set forth under the headings Summary Term Sheet and Section 2Purpose of the Offer; Certain
Effects of the Offer; Effects of a Potential Deregistration Subsequent to the Offer; Fairness of the Offer; Additional Background to the Offer; Other Plans or Proposals in the Offer to Purchase is incorporated herein by reference.
Schedule 13E-3,
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
(b) The information set forth under heading Section 15Fees and Expenses in the Offer to Purchase is incorporated herein by
reference.
Schedule 13E-3,
Item 15. Additional Information
(b) The information set forth under the heading Section 10Interest of Directors and Executive Officers; Agreements, Transactions,
and Arrangements Concerning the Shares in the Offer to Purchase is incorporated herein by reference.
Schedule
13E-3,
Item 16. Exhibits
(c); (f) See Exhibit Index immediately following the signature page.
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SIGNATURES
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.
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SunLink Health Systems, Inc.
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Dated: January 10, 2017
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By:
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/s/ Robert M. Thornton, Jr.
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Name: Robert M. Thornton, Jr.
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Title: Chief Executive Officer
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7
EXHIBIT INDEX
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Exhibit
Number
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Document
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(a)(1)(A)*
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Offer to Purchase dated January 10, 2017.
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(a)(1)(B)*
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Form of Letter of Transmittal.
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(a)(1)(C)*
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Form of Notice of Guaranteed Delivery (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on substitute
Form W-9).
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(a)(1)(D)*
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Form of Letter to Brokers, Dealers, 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, Banks, Trust Companies and Other Nominees.
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(a)(1)(F)*
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Form of Notice of Withdrawal of Tender for Individual Investors
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(a)(1)(G)*
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Form of Notice of Withdrawal of Tender for Brokers, Dealers, Banks, Trust Companies and other Nominees and DTC Participants
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(a)(5)(A)*
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Notice to Executive Officers and Directors of Blackout Period, dated January 5, 2017.
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(a)(5)(B)
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Press Release announcing commencement of the Tender Offer dated January 5, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K
filed January 5,
2017).
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(a)(5)(C)*
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Press Release announcing commencement of the Tender Offer dated January 10, 2017.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)(1)
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2001 Long-Term Stock Option Plan (incorporated by reference from Exhibit 10.5 of the Companys Report on Form
10-Q
for the quarter ended September 30, 2001). (Commission File
No. 1789180).
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(d)(2)
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2001 Outside Directors Stock Ownership and Stock Option Plan (incorporated by reference from Exhibit 10.6 of the Companys Report on Form
10-Q
for the quarter ended
September 30, 2001). (Commission File No. 1789180).
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(d)(3)
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2005 Equity Incentive Plan (incorporated by reference from Exhibit 99.1 of the Companys Registration Statement on Form
S-8
filed September 20, 2006). (Commission File
No. 061100389).
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(d)(4)
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SunLink Health Systems, Inc. 2011 Director Stock Option Plan (incorporated by reference from Appendix A to the Companys Schedule 14A Definitive Proxy Statement filed September 29, 2011) (Commission File
No. 111115265).
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(e)
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Not applicable.
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(f)
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Not applicable.
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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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8
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