TLB Talbots (The)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

 

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

 

 

THE TALBOTS, INC.

(Name of Subject Company (Issuer))

 

 

TLB MERGER SUB INC.
TLB HOLDINGS LLC

(Name of Filing Persons (Offeror))

 

SYCAMORE PARTNERS, L.P.
SYCAMORE PARTNERS A, L.P.

(Name of Filing Persons — Other Person(s))

 

 

Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

 

874161102

(CUSIP Number of Class of Securities)

 

Stefan L. Kaluzny

TLB Merger Sub Inc.

c/o Sycamore Partners Management, L.L.C.

9 West 57th Street, 31st Floor

New York, NY 10019

Tel: (212) 796-8500

Fax: (212) 796-8501

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

 

 

With a copy to:

James P. Faley, Jr.

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601

312-558-5792

 

 

CALCULATION OF FILING FEE

 

 

*                  Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 70,273,529 shares of common stock, par value $0.01 per share, at $2.75 per share.

**           Calculated in accordance with Exchange Act Rule 0-11, as amended, and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146.

 

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:	$22,147	Filing Party:	TLB Merger Sub Inc.
Form or Registration No.:	Schedule TO	Date Filed:	June 15, 2012

 

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.

o             issuer tender offer subject to Rule 13e-4.

o             going-private transaction subject to Rule 13e-3.

o             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             Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

o             Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

 

This Amendment No. 5 to the Tender Offer Statement on Schedule TO (the “Schedule TO”) amends and supplements the Schedule TO relating to the tender offer by TLB Merger Sub Inc., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of TLB Holdings LLC, a Delaware limited liability company (“Parent”), for all of the outstanding common stock, par value $0.01 per share (the “Common Stock”), and the associated stock purchase rights (the “Rights,” and together with the Common Stock, the “Shares”), of The Talbots, Inc., a Delaware corporation (“Talbots”), at a price of $2.75 per share net to the seller in cash, without interest, and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated June 15, 2012 (the “Offer to Purchase”) and in the related letter of transmittal (the “Letter of Transmittal”), which, together with any amendments or supplements, collectively constitute the “Offer.”

 

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

This Amendment No. 5 is being filed to amend and supplement Items 11 and 12 as reflected below.

 

Item 11. Additional Information.   

 

Regulation M-A Item 1011

 

(a)   Agreements, Regulatory Requirements and Legal Proceedings .  Item 11(a) of the Schedule TO is hereby amended to replace the third sentence of the second-to-last paragraph of the sub-section captioned “Litigation” under Section 16 “Certain Legal Matters: Regulatory Approvals” of the Offer to Purchase with the following:

 

“The Consolidated Complaint also generally alleges that the Individual Defendants breached their fiduciary duties by failing to disclose in the Schedule 14D-9 filed on June 27, 2012 certain material information concerning events leading up to the announcement of the proposed transaction and relating to the review and analysis of the transaction by the Individual Defendants, and by the financial advisor to Talbots.”

 

Item 11(a) of the Schedule TO is hereby amended by adding the following paragraph before the last paragraph of the sub-section captioned “Litigation” under Section 16 “Certain Legal Matters: Regulatory Approvals” of the Offer to Purchase:

 

“On July 6, 2012, a putative stockholder class action complaint was filed in the United States District Court for the District of Delaware captioned Rina Brodt v. The Talbots, Inc., et al. , Case No. 1:12-cv-00853-UNA. The complaint names as defendants Talbots, the Individual Defendants, Sycamore, LLC, Parent and Purchaser.  The complaint generally alleges that the Individual Defendants breached their fiduciary duties and that all Defendants aided and abetted the purported breaches of fiduciary duties.  The complaint includes, among others, allegations that the Individual Defendants failed to take adequate measures to ensure that the interests of Talbots’ public stockholders were properly protected and failed to take steps to maximize the value of Talbots to its public stockholders.  The complaint also generally alleges that the Individual Defendants and Talbots violated Sections 14(d) and 14(e) (and the rules thereunder) of the Exchange Act by failing to disclose in the Schedule 14D-9 filed by Talbots on June 27, 2012 certain material information concerning events leading up to the announcement of the proposed transaction and other information relating to the review and analysis of the transaction by the Individual Defendants and by the financial advisor to Talbots.  The complaint also alleged that it is brought individually against the Individual Defendants for violations of Section 20(a) the Exchange Act. The relief sought includes, among other things, an injunction prohibiting the consummation of the proposed transaction, rescission (to the extent the proposed transaction has already been consummated), and the payment of plaintiff’s attorneys’ fees and costs.”

 

Item 12. Exhibits.

 

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

 

Regulation M-A Item 1016

 

Exhibit No.		Description
(a)(5)(xii)		Class Action Complaint dated July 6, 2012 (Rina Brodt v. The Talbots, Inc., et al.).

 

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SIGNATURES

 

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: July 12, 2012

 

	TLB HOLDINGS LLC
	By:	/s/ Stefan Kaluzny
	Name:	Stefan Kaluzny
	Title:	President
	TLB MERGER SUB INC.
	By:	/s/ Stefan Kaluzny
	Name:	Stefan Kaluzny
	Title:	President
	SYCAMORE PARTNERS, L.P.
	By: Sycamore Partners GP, L.L.C.
	Its: General Partner
	By: Sycamore Partners MM, L.L.C.
	Its: Managing Member
	By:	/s/ Stefan Kaluzny
	Name:	Stefan Kaluzny
	Title:	Managing Member
	SYCAMORE PARTNERS A, L.P.
	By: Sycamore Partners GP, L.L.C.
	Its: General Partner
	By: Sycamore Partners MM, L.L.C.
	Its: Managing Member
	By:	/s/ Stefan Kaluzny
	Name:	Stefan Kaluzny
	Title:	Managing Member

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Offer to Purchase, dated June 15, 2012.*
(a)(1)(B)		Letter of Transmittal.*
(a)(1)(C)		Notice of Guaranteed Delivery.*
(a)(1)(D)		Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)		Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)		Summary Advertisement as published in the New York Times on June 15, 2012.*
(a)(5)(i)		Press Release issued by Talbots on May 31, 2012 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Talbots with the Securities and Exchange Commission on May 31, 2012).*
(a)(5)(ii)		Press Release issued by Talbots on June 13, 2012 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Talbots with the Securities and Exchange Commission on June 13, 2012).*
(a)(5)(iii)		Class Action Complaint dated June 4, 2012 (Fred W. Schwartz v. The Talbots, Inc., et al.).*
(a)(5)(iv)		Class Action Complaint dated June 5, 2012 (David Wilkin v. The Talbots, Inc. et al.).*
(a)(5)(v)		Class Action Complaint dated June 6, 2012 (Christopher R. Walsh v. The Talbots, Inc. et al.).*
(a)(5)(vi)		Amended Class Action Complaint dated June 7, 2012 (Charles Leach v. Gary M. Pfeiffer, et al.).*
(a)(5)(vii)		Class Action Complaint dated June 8, 2012 (Edward Slapansky v. Trudy F. Sullivan, et al.).*
(a)(5)(viii)		Class Action Complaint dated June 13, 2012 (Early McWhorter v. The Talbots, Inc., et al.).*
(a)(5)(ix)		Class Action Complaint dated June 15, 2012 (Benjamin Wong v. Gary M. Pfeiffer, et al.).*
(a)(5)(x)		Class Action Complaint dated June 22, 2012 (Craig Wilson v. Trudy F. Sullivan, et al.).*
(a)(5)(xi)		Consolidated Amended Class Action Complaint, dated July 2, 2012 (In re Talbots, Inc. Shareholders Litigation).*
(a)(5)(xii)		Class Action Complaint dated July 6, 2012 (Rina Brodt v. The Talbots, Inc., et al.).
(b)		None.
(d)(1)		Agreement and Plan of Merger, dated as of May 30, 2012, by and among Parent, Purchaser and Talbots.*
(d)(2)		Confidentiality Agreement, dated as of January 27, 2012, by and between Sycamore Partners Management, L.L.C. and Talbots.*
(d)(3)		Exclusivity Agreement, dated as of May 5, 2012, between Sycamore Partners Management, L.L.C. and Talbots, as amended on May 15, 2012 and May 22, 2012.*
(d)(4)		Equity Commitment Letter, dated as of May 30, 2012, from Sycamore Partners, L.P. and Sycamore Partners A, L.P. to Parent.*
(d)(5)		Limited Guarantee, dated as of May 30, 2012, delivered by Sycamore Partners, L.P. and Sycamore Partners A, L.P. in favor of Talbots.*
(d)(6)		Debt Commitment Letter, dated as of May 30, 2012, from General Electric Capital Corporation to Purchaser.*
(d)(7)		Debt Commitment Letter, dated as of May 30, 2012, from Wells Fargo Bank National Association, Tennenbaum Opportunities Fund VI, LLC, 1903 Onshore Funding, LLC, 1903 Offshore Loans SPV Limited and Stone Tower Credit Solutions Master Fund Ltd. to Purchaser.*
(d)(8)		Waiver to Agreement and Plan of Merger, dated June 12, 2012, between Parent, Purchaser and Talbots.*
(g)		None.
(h)		None.

 

*Previously filed.

 

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