PLPM Planet Payment, Inc. (MM)

 

 

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. 5)

 

PLANET PAYMENT, INC.

(Name of Subject Company (Issuer))

 

FINTRAX US ACQUISITION SUBSIDIARY, INC.

a wholly owned subsidiary of

 

FRANKLIN UK BIDCO LIMITED

(Names of Filing Persons (Offeror))

 

Common Stock, Par Value $0.01 per share

Series A Preferred Stock, par value $0.01 per share

(Title of Class of Securities)

 

U72603118

(Cusip Number of Class of Securities)

 

John Glynn

Group General Counsel

Fintrax Group Holdings Limited

Martin House, Galway Business Park

Dangan, Galway, H91A06C, Ireland

Tel: +353 91 558255

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:

Sean C. Doyle, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3000

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$257,735,009		$32,089

 

*

Estimated solely for purposes of calculating the filing fee. The transaction valuation was determined by adding the sum of  (i) 50,013,595 outstanding shares of common stock, par value $0.01 per share (“Common Shares”), of Planet Payment, Inc. (“Planet Payment”), multiplied by the offer price of $4.50 per share, (ii) the net offer consideration for 5,619,789 Common Shares issuable pursuant to outstanding stock options with an exercise price less than the offer price of  $4.50 per share (which is calculated by multiplying the number of shares underlying the outstanding stock options by an amount equal to $4.50 minus the weighted average exercise price for such stock options of  $2.44 per share) and (iii) 4,688,237 Common Shares, which will be issued upon the conversion, immediately prior to the Purchaser’s acceptance of the tendered shares for payment, of 1,535,398 outstanding shares of Series A preferred stock, par value $0.01 per share (“Preferred Shares”), of Planet Payment, multiplied by the offer price of  $4.50. The calculation of the filing fee is based on information provided by Planet Payment as of November 3, 2017, the most recent practicable date.

**

The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2018, issued August 24, 2017, by multiplying the transaction value by 0.0001245.

x

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.

 

Amount Previously Paid:	$32,089		Filing Party:	Fintrax US Acquisition Subsidiary, Inc. and
				Franklin UK Bidco Limited
Form or Registration No.:	Schedule TO		Date Filed:	November 13, 2017

 

¨

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.

¨

issuer tender offer subject to Rule 13e-4.

¨

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. x

 

 

 

This Amendment No. 5 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the “ Schedule TO ”) filed by Fintrax US Acquisition Subsidiary, Inc., a Delaware corporation (“ Purchaser ”) and an indirect wholly owned subsidiary of Franklin UK Bidco Limited, a private limited company incorporated under the laws of England and Wales (“ Parent ”), with the U.S. Securities and Exchange Commission on November 13, 2017. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of (i) common stock, par value $0.01 per share (“ Company Common Stock ”), of Planet Payment, Inc., a Delaware corporation (the “ Company ”), at a price per share of $4.50 (such price as it may be amended from time to time in accordance with the Merger Agreement, the “ Common Stock Offer Price ”), net to the seller in cash, without any interest, but subject to any required withholding of taxes, and (ii) Series A Preferred Stock, par value $0.01 per share (“ Company Series A Preferred Stock ” and together with the Company Common Stock, the “ Shares ”) of the Company, at a price per share of $13.725, equal to the Common Stock Offer Price multiplied by the conversion ratio set forth in the Company’s Restated Certificate of Incorporation rounded to the nearest one-hundredth, which is 3.05 (such price as it may be amended from time to time in accordance with the Merger Agreement, the “ Preferred Stock Offer Price ”), net to the seller in cash, without any interest, but subject to any required withholding of taxes, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 13, 2017 (together with any amendments or supplements thereto, the “ Offer to Purchase ”) and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “ Letter of Transmittal ” and, together with the Offer to Purchase, the “ Offer ”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Purchaser is a wholly owned subsidiary of Parent. This Amendment is being filed on behalf of Parent and Purchaser. Unless otherwise indicated, references to sections in this Amendment are references to sections of the Offer to Purchase.

 

Amendments to the Offer to Purchase

 

Items 1 through 11.

 

The information set forth in the Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

 

At 5:00 p.m., Eastern time, on Monday, December 18, 2017, the Offer expired. The Depositary advised Purchaser that, as of the expiration of the Offer, a total of approximately 45,541,649 shares of common stock and 1,535,398 shares of Company Series A Preferred Stock were validly tendered and not withdrawn in the tender offer, representing approximately 79.4% of Planet Payment’s currently outstanding shares of common stock on a fully diluted basis.

 

As of the expiration of the Offer, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Conditions, and all other conditions to the Offer were satisfied or waived. Immediately after the expiration of the Offer, Purchaser irrevocably accepted for payment, and will promptly (and in any event within three business days) pay for, all Shares tendered and not properly withdrawn pursuant to the Offer.

 

Parent and Purchaser expect to complete the acquisition of the Company on December 20, 2017 by consummating the Merger pursuant to the Merger Agreement without a meeting of the Company shareholders in accordance with Section 251(h) of the DGCL. As of the Effective Time, any issued and then outstanding Shares (other than any (i) Shares owned by Parent, Purchaser or any of Parent’s other direct or indirect wholly-owned subsidiaries, (ii) Shares owned by or in the treasury of the Company or owned by any direct or indirect wholly owned subsidiary of the Company and (iii) Shares held by the Company stockholders who properly demand and perfect appraisal rights under Delaware law) will be canceled and converted automatically into the right to receive (x) $4.50 per Share for Company Common Stock and (y) $13.725 per Share for Company Series A Preferred Stock, in each case net to the seller in cash, less any applicable withholding taxes and without interest.

 

Following consummation of the Merger, the Shares will be delisted and will cease to trade on the NASDAQ. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Planet Payment’s reporting obligations under the Exchange Act as promptly as practicable.

 

On December 18, 2017, Parent and the Company issued a press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(5)(C) hereto, and is incorporated herein by reference.

 

 

Item 12.

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(C)

Press Release of Parent, dated December 18, 2017, announcing the expiration and results of the Offer.

 

 

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: December 18, 2017

 

		Fintrax US Acquisition Subsidiary, Inc.
		By:		/s/ Patrick Waldron
				Name:		Patrick Waldron
				Title:		President
		Franklin UK Bidco Limited
		By:		/s/ Patrick Waldron
				Name:		Patrick Waldron
				Title:		Chief Executive Officer

  

 

EXHIBIT INDEX

 

(a)(1)(A)	Offer to Purchase, dated November 13, 2017*
(a)(1)(B)	Form of Letter of Transmittal*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification), including instructions for completing the form*
(a)(1)(G)	Summary Advertisement, published November 13, 2017 in The Wall Street Journal *
(a)(2)	Not applicable
(a)(3)	Not applicable
(a)(4)	Not applicable
(a)(5)(A)	Joint Press Release of Parent and the Company, dated October 26, 2017 (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 27, 2017)*
(a)(5)(B)	Joint Press Release of Parent and Planet Payment, dated December 1, 2017, announcing expiration of the waiting period under the HSR Act*
(a)(5)(C)	Press Release of Parent, dated December 18, 2017, announcing the expiration and results of the Offer
(b)(1)	Debt Commitment Letter, dated October 23, 2017, from BNP Paribas Fortis SA/NV, The Governor and Company of the Bank of Ireland, The Royal Bank of Scotland plc (trading as NatWest Markets) and Société Générale, London Branch*
(b)(2)	Senior Facilities Agreement, dated as of December 9, 2017, among Parent and certain of its affiliates, The Royal Bank of Scotland plc and other Initial Commitment Parties named therein*
(d)(1)	Agreement and Plan of Merger, dated as of October 26, 2017, among Parent, Purchaser and the Company (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 27, 2017)*
(d)(2)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(3)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(4)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(5)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(6)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(7)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(8)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(9)	Support Agreement, dated as of October 26, 2017, among Parent, Purchaser and the stockholders of the Company named therein*
(d)(10)	Confidentiality Agreement, dated as of November 10, 2016, between the Company and Fintrax Group, as amended on September 14, 2017 (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by the Company with the Securities and Exchange Commission on November 13, 2017)*
(g)	Not applicable
(h)	Not applicable

 

*	Previously filed.