- Amended tender offer statement by Third Party (SC TO-T/A)
November 30 2010 - 5:07PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
REWARDS
NETWORK INC.
(Name of Subject Company
(issuer))
EGI
ACQUISITION, L.L.C.
a wholly owned
subsidiary of
EGI
ACQUISITION PARENT, L.L.C.
(Names of Filing
Persons (offerors))
KMJZ
Investments, L.L.C.
Chai Trust
Company, LLC
(Names of Filing
Persons (other person(s)))
COMMON
STOCK, PAR VALUE $0.02 PER SHARE
(Title of Class of
Securities)
893767103
(CUSIP Number of Class of
Securities)
Jonathan D.
Wasserman, Esq.
EGI
Acquisition Parent, L.L.C.
Two North
Riverside Plaza, Suite 600
Chicago, Illinois 60606
(312) 454-1800
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices
and Communications on
Behalf of Filing Persons)
Copy to:
Peter C.
Krupp
Skadden,
Arps, Slate, Meagher & Flom LLP
155 North
Wacker Drive
Chicago, Illinois
60606
(312)
407-0700
CALCULATION
OF FILING FEE
Transaction Valuation*
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Amount of Filing Fee**
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$104,251,276.25
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$7,433.12
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*
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Estimated for purposes of calculating the amount
of the filing fee only. The calculation assumes the purchase of all
outstanding shares of common stock, par value $0.02 per share (the Shares),
of Rewards Network Inc., a Delaware corporation, other than Shares owned by
EGI Acquisition, L.L.C. (Purchaser) and EGI Acquisition Parent, L.L.C.
(Parent), at a purchase price of $13.75 per Share, net to the seller in cash.
As of November 5, 2010, there were 8,815,599 Shares outstanding, of
which 1,254,901 Shares are owned by Parent and Purchaser. As a result, this
calculation assumes the purchase of 7,560,698 Shares. The transaction value
also includes the offer price of $13.75 multiplied by 21,213, the estimated
number of options to purchase Shares that are currently outstanding and
exercisable for Shares with exercise prices of less than $13.75.
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**
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The amount of the filing fee is calculated in
accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
amended, and Fee Rate Advisory No. 2 for fiscal year 2011 issued by the
Securities Exchange Commission on September 29, 2010. Such fee equals
0.0000713% of the transaction value.
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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: 7,433.12
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Filing Party: EGI Acquisition Parent, L.L.C.
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Form or Registration No.: Schedule TO-T
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Date Filed: November 8, 2010
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¨
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. 3
amends and supplements the combined Tender Offer Statement and Rule 13e-3
Transaction Statement filed under cover of Schedule TO (as amended and
supplemented, the
Schedule TO
)
filed by EGI Acquisition Parent, L.L.C., a Delaware limited liability company (
Parent
), and EGI Acquisition, L.L.C., a Delaware limited
liability company and wholly-owned subsidiary of Parent
(Purchaser
). Parent is controlled by KMJZ Investments,
L.L.C., a Delaware limited liability company (
KMJZ
),
as Parents non-member manager. KMJZ is
controlled by Chai Trust Company, LLC, an Illinois limited liability company (
Chai Trust
), by virtue of Chai Trust being the trustee of
each of the various trusts established for the benefit of members of the family
of Samuel Zell that directly own KMJZ.
The Schedule TO relates to the offer by Purchaser to purchase all the
outstanding shares of common stock, par value $0.02 per share (the
Shares
), of Rewards Network Inc., a Delaware corporation (
Rewards
), other than Shares owned by Parent and Purchaser,
at a purchase price of $13.75 per Share, net to the seller in cash, without
interest and less any applicable withholding taxes, upon the terms and subject
to the conditions set forth in the Offer to Purchase, dated November 8,
2010 (the
Offer to Purchase
), a copy of which
is attached to the Schedule TO as Exhibit (a)(1)(i), and the related
Letter of Transmittal, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(ii) (which,
as amended or supplemented from time to time, together constitute the
Offer
). All capitalized terms used in this Amendment No. 3
without definition have the meaning ascribed to such terms in the Schedule TO.
The following amendments to
Item 11 and Item 12 of the Schedule TO are hereby made.
Item 11. Additional
Information.
Section (a)(5) of Item 11 of the
Schedule TO is hereby amended and supplemented by adding the following:
On November 30,
2010, Discovery Partners (the
Plaintiff
) and
the Defendants executed a Memorandum of Understanding (the
Memorandum
) reflecting their agreement to settle (the
Settlement
) the purported class action complaint, Case No. 10CH48639,
filed on November 10, 2010 in the Circuit Court of Cook County, Illinois
(the
Court
), by the Plaintiff against the
Defendants. The Memorandum provides for, among other things, (1) Rewards
to provide certain supplemental disclosures to its Schedule 14D-9 and (2) the
parties to present to the Court a Stipulation of Settlement and any other
necessary documents to obtain the prompt approval by the Court of the
Settlement and the dismissal with prejudice of the purported class action
complaint. The Stipulation of Settlement will include a release of all claims
against the Defendants held by the Plaintiff.
The Settlement is contingent upon, among other things, consummation of
the Offer at the $13.75 per Share price and approval by the Court. This summary
of the Memorandum does not purport to be complete and is qualified in its
entirety by reference to the Memorandum,
the
full text of which is filed as Exhibit (a)(5)(B) hereto and is
incorporated by reference herein
.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following:
(a)(5)(B)
Memorandum of Understanding, dated as of November 30, 2010
(incorporated by reference to Exhibit (a)(10) to the Schedule 14D-9/A
filed by Rewards Network Inc. on November 30, 2010).
2
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.
Dated: November 30, 2010
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EGI ACQUISITION, L.L.C.
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By:
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/s/ Philip G. Tinkler
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Name: Philip G. Tinkler
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Title: Vice President and
Treasurer
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EGI ACQUISITION PARENT, L.L.C.
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By:
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/s/ Philip G. Tinkler
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Name: Philip G. Tinkler
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Title: Vice President and
Treasurer
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KMJZ INVESTMENTS, L.L.C.
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By:
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/s/ Philip G. Tinkler
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Name: Philip G. Tinkler
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Title: Vice President and
Treasurer
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CHAI TRUST COMPANY, LLC
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By:
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/s/ Philip G. Tinkler
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Name: Philip G. Tinkler
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Title: Chief Financial
Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(1)(i)
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Offer to Purchase, dated
November 8, 2010.*
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(a)(1)(ii)
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Letter of Transmittal.*
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(a)(1)(iii)
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Notice of Guaranteed
Delivery.*
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(a)(1)(iv)
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Letter to Brokers, Dealers,
Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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Letter to Clients for use by
Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
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(a)(1)(vi)
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Advertisement published in
The New York Times on November 8, 2010.*
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(a)(1)(vii)
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Press Release issued by
Rewards Network Inc. on October 28, 2010 (incorporated by reference to
Exhibit 99.2 to the Form 8-K filed by Rewards Network Inc. on
October 28, 2010).
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(a)(5)(A)
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Complaint captioned
Discovery Partners v. Ronald L. Blake, et. al., Case No. 10CH48639,
filed in the Circuit Court of Cook County, Illinois, on
November 10, 2010 (incorporated by reference to
Exhibit (a)(9) to the Schedule 14D-9/A filed by Rewards Network
Inc. on November 12, 2010).
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(a)(5)(B)
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Memorandum of Understanding,
dated as of November 30, 2010 (incorporated by reference to
Exhibit (a)(10) to the Schedule 14D-9/A filed by Rewards Network
Inc. on November 30, 2010).
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(b)(1)
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Equity Commitment Letter,
dated October 28, 2010, among EGI Acquisition Parent, L.L.C., Kellie
Zell Irrevocable Trust, Matthew Zell Irrevocable Trust and JoAnn Zell Gillis
Irrevocable Trust (incorporated by reference to Exhibit 3 to the
Schedule 13D/A filed on October 28, 2010).
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(b)(2)
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Amended and Restated
Commitment Letter, dated October 27, 2010, among EGI Acquisition,
L.L.C., JPMorgan Chase Bank, N.A., J.P. Morgan Securities LLC, The
PrivateBank and Trust Company and Bank Leumi (incorporated by reference to
Exhibit 2 to the Schedule 13D/A filed on October 28, 2010).
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(b)(4)
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Limited Guarantee, dated as
of October 28, 2010, by EGI-Fund (08-10) Investors, L.L.C. in favor of
Rewards Network Inc. (incorporated by reference to Exhibit 99.1 to the
Form 8-K filed by Rewards Network Inc. on October 28, 2010).
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(d)(1)
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Agreement and Plan of
Merger, dated as of October 28, 2010, by and among Rewards Network Inc.,
EGI Acquisition Parent, L.L.C. and EGI Acquisition, L.L.C. (incorporated by
reference to Exhibit 2.1 to the Form 8-K filed by Rewards Network
Inc. on October 28, 2010).
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4
(d)(2)
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Tender and Support
Agreement, dated as of October 28, 2010, by and among EGI Acquisition
Parent, L.L.C., EGI Acquisition, L.L.C., Rewards Network Inc., EGI-Fund (00)
Investors, L.L.C., EGI-Fund (05-07) Investors, L.L.C., EGI-Fund (08-10)
Investors, L.L.C. and Samstock, L.L.C. (incorporated by reference to
Exhibit 10.1 to the Form 8-K filed by Rewards Network Inc. on
October 28, 2010).
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*
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Previously filed with the
Schedule TO.
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5
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