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. 11)

 

 

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.

SYCAMORE PARTNERS MANAGEMENT, L.L.C.

(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

 

Transaction Valuation*

 

Amount of Filing Fee**

$193,252,204.75

 

$22,147

 

*

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. 11 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 the Schedule TO, except those items as to which information is specifically provided herein.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

 

Items 1, 4 and 11.

 

Regulation M-A Items 1001, 1004 and 1011.

 

Items 1, 4, and 11 of this Schedule TO are hereby amended and supplemented by adding the following text thereto:

 

“The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on August 2, 2012. The depository for the tender offer has advised that as of 5:00 p.m., New York City time, on August 2, 2012, 51,769,611 shares of common stock of the Company had been tendered and not withdrawn pursuant to the Offer.  All Shares that were validly tendered and not properly withdrawn have been accepted for purchase and paid for by Purchaser. Purchaser also exercised its Top-Up, pursuant to which Talbots issued Shares to Purchaser, at a price per Share equal to the Offer Price, in an amount sufficient to ensure that Purchaser and Parent could effect a “short-form” merger under applicable Delaware law.

 

As a result of the purchase of Shares in the Offer and the issuance of Shares pursuant to the Top-Up, Purchaser and Parent had sufficient voting power to approve the Merger without the affirmative vote of any other stockholder of Talbots. Accordingly, Purchaser and Parent effected a short-form merger in which Purchaser was merged with and into Talbots, with Talbots surviving the Merger and continuing as a direct wholly-owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares owned by Parent, Purchaser or Talbots or by any stockholder of Talbots who is entitled to and properly exercises appraisal rights under Delaware law) was converted into the right to receive the Offer Price in cash, without interest and less any applicable withholding taxes. All Shares converted into the right to receive the Offer Price have been canceled and cease to exist.”

 

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)(xviii)

 

Press Release issued by Sycamore Partners on August 3, 2012.

 

2


 

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: August 3, 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

 

 

 

 

SYCAMORE PARTNERS MANAGEMENT, L.L.C.

 

 

 

 

By:

/s/ Stefan Kaluzny

 

Name:

Stefan Kaluzny

 

Title:

Managing Director

 

3


 

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.).*

 

 

 

(a)(5)(xiii)

 

Press Release issued by Sycamore Partners on July 16, 2012.*

 

 

 

(a)(5)(xiv)

 

Press Release issued by Sycamore Partners and The Talbots, Inc. on July 20, 2012.*

 

 

 

(a)(5)(xv)

 

Memorandum of Understanding, dated as of July 23, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by The Talbots, Inc. with the Securities and Exchange Commission on July 24, 2012).*

 

 

 

(a)(5)(xvi)

 

Press release issued by Sycamore Partners on July 26, 2012.*

 

 

 

(a)(5)(xvii)

 

Press release issued by Sycamore Partners on July 27, 2012.*

 

 

 

(a)(5)(xviii)

 

Press Release issued by Sycamore Partners on August 3, 2012.

 

 

 

(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.*

 

 

 

(d)(9)

 

Amendment No. 1 to Agreement and Plan of Merger, dated July 20, 2012, among Parent, Purchaser and The Talbots, Inc.*

 

 

 

(g)

 

None.

 

 

 

(h)

 

None.

 

*Previously filed.

 

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