Amended Tender Offer Statement by Third Party (sc To-t/a)
February 08 2017 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Amendment No. 3
Calamos Asset
Management, Inc.
(Name of Subject Company (Issuer))
CPCM Acquisition, Inc.
Calamos Partners LLC
John P. Calamos, Sr.
John S. Koudounis
(Names
of Filing Person (Offeror))
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
12811R104
(CUSIP Number
of Class of Securities)
John S. Koudounis
c/o Calamos Investments LLC
2020 Calamos Court
Naperville, Illinois 60563
Telephone: (630)
245-7200
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Peter G. Smith
Kramer
Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
(212)
715-9100
CALCULATION
OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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$169,377,211
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$19,631
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*
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The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all outstanding shares of Class A common stock, par value $0.01 per share (the
Shares), of Calamos Asset Management, Inc. (the Company) not beneficially owned by CPCM Acquisition, Inc., a Delaware corporation (the Offeror), at a purchase price of $8.25 per Share, net to the seller in cash.
According to a representation made by the Company in the Agreement and Plan of Merger there were 20,530,571 shares of Class A common stock outstanding as of December 30, 2016, none of which are held by the Offeror.
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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 # 1 for Fiscal Year 2017 issued by the
Securities and Exchange Commission, by multiplying the transaction valuation by 0.0001159.
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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: $19,631
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Filing Party: John P. Calamos, Sr.
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Form or Registration No.: Schedule TO
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Date Filed: January 18, 2017
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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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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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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: ☐
If applicable, check the appropriate box(es) below to
designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 3 to the Tender Offer Statement and Rule
13e-3
Transaction Statement filed under cover of Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on January 18, 2017 (together with any amendments and supplements thereto, the
Schedule
TO
), and relates to the offer by CPCM Acquisition, Inc., a Delaware corporation (the
Offeror
) and a wholly owned subsidiary of Calamos Partners LLC, a Delaware limited liability company (
Parent
), to
purchase all outstanding shares of Class A common stock, par value $0.01 per share (the
Shares
), of Calamos Asset Management, Inc., a Delaware corporation (the
Company
), at $8.25 per Share, net to the
seller in cash, without interest and less any applicable tax withholding, and on the other terms and subject to the other conditions specified in the Offer to Purchase, dated January 18, 2017 (the
Offer to Purchase
), and in
the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the
Offer
).
The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and
supplemented as set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 11. Additional Information
Item 1011
Regulation
M-A
Item 11 of the Schedule TO and the information set forth in the Offer to Purchase under
The Offer-Section
13-Certain
Legal Matters; Regulatory Approvals is hereby amended and supplemented by adding the following disclosure under the heading Certain Litigation as a new
paragraph:
On February 3, 2017, a putative class action captioned
Solak v. John P. Calamos, Sr. et al.
, C.A.
No. 2017-0083- was filed in the Court of Chancery of the State of Delaware against members of the Company Board and the Offeror Group Defendants. The plaintiff makes substantially the same allegations and seeks substantially the same relief as
the
Witmer
and
Foster
plaintiffs. The foregoing summary is qualified in its entirety by the full text of the complaint, a copy of which is filed as Exhibit (a)(5)(vi) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 1016(a),
(b), (d), (g) and (h) of Regulation
M-A
Item 12 of Schedule TO is hereby amended and supplemented by
adding the following Exhibits to the list of Exhibits:
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(a)(5)(vi)
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Class Action Complaint of
Solak v. John P. Calamos, Sr., et al.
, C.A. No. 2017-0083-, filed in the Court of Chancery of the State of Delaware, dated February 3, 2017.
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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.
Date: February 7, 2017
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CPCM ACQUISITION, INC.
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By:
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/s/ John P. Calamos, Sr.
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Name: John P. Calamos, Sr.
Title: President
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CALAMOS PARTNERS LLC
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By:
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/s/ John P. Calamos, Sr.
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Name: John P. Calamos, Sr.
Title: Chief Executive Officer
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/s/ John P. Calamos, Sr.
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John P. Calamos, Sr.
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/s/ John S. Koudounis
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John S. Koudounis
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EXHIBIT INDEX
Item 1016(a), (b), (d), (g) and (h) of Regulation
M-A
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(a)(1)(i)
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Offer to Purchase, dated January 18, 2017.*
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(a)(1)(ii)
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Form of Letter of Transmittal.*
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(a)(1)(iii)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(iv)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(v)
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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)(1)(vi)
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Form of summary advertisement, published on January 18, 2017, in
The
New York Times
.*
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(a)(1)(vii)
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Press release, dated December 19, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C,
filed by John P. Calamos, Sr. on December 19, 2016).
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(a)(1)(viii)
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Press release, dated January 11, 2017 (incorporated by reference to Exhibit 99.1 to the Schedule
TO-C,
filed by John P. Calamos, Sr. on January 11, 2017).
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(a)(5)(i)
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Class Action Complaint of
Lerman v. John P. Calamos, Sr., et al.
, C.A. No. 2017-0058-, filed in the Court of Chancery of the State of Delaware, dated January 25, 2017.*
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(a)(5)(ii)
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Class Action Complaint of
Witmer v. John P. Calamos, Sr., et al.
, C.A. No. 2017-0071-, filed in the Court of Chancery of the State of Delaware, dated January 31, 2017.*
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(a)(5)(iii)
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Class Action Complaint of
Foster v. John P. Calamos, Sr., et al.
, C.A. No. 2017-0075-, filed in the Court of Chancery of the State of Delaware, dated January 31, 2017.*
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(a)(5)(iv)
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Annual Report on Form
10-K
of the Company for the fiscal year ended December 31, 2015 (filed by the Company with the SEC on March 11, 2016 and incorporated herein by
reference).
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(a)(5)(v)
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Quarterly Report on Form
10-Q
of the Company for the quarterly period ended September 30, 2016 (filed by the Company with the SEC on November 4, 2016 and incorporated herein by
reference).
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(a)(5)(vi)
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Class Action Complaint of
Solak v. John P. Calamos, Sr., et al.
, C.A. No. 2017-0083-, filed in the Court of Chancery of the State of Delaware, dated February 3, 2017.
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(b)(1)
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Debt Commitment Letter, dated as of January 6, 2017.*±
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(c)(1)
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Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated dated November 21, 2016.*
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(c)(2)
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Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated dated December 1, 2016.*
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(d)(1)
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Agreement and Plan of Merger, dated January 10, 2017, by and among Parent, the Offeror and the Company (incorporated by reference to Exhibit 2.1 of the Current Report on Form
8-K,
filed
by the Company on January 12, 2017).
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(g)
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None.
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(h)
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None.
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±
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As the Offer is a third-party tender offer and the source of all or any part of the funds used in the transaction is to come from a loan made in the ordinary course of business by a bank as defined by Section 3(a)(6) of
the Securities Exchange Act of 1934, as amended, the Offeror has submitted a request to the Secretary of the Securities and Exchange Commission that the name of the bank not be made available to the public pursuant to the Instruction to Item 1007(d)
of Regulation
M-A.
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