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. 2)
CDI Corp.
(Name of Subject Company (Issuer))
Nova Merger Sub, Inc.
(Name of Filing Person—Offeror)
Nova Intermediate Parent, LLC
(Name of Filing Person—Offeror)
AE Industrial Partners Fund I, L.P.
AE Industrial Partners Fund I-A, L.P.
AE Industrial Partners Fund I-B, L.P.
AE Industrial Partners Fund I GP, LP
AeroEquity GP, LLC
AE Industrial Partners, LLC
(Names of Filing Persons—Other)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
125071100
(CUSIP Number of Class of Securities)
Wayne P. Garrett
AE Industrial Partners, LLC
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
(561) 372-7820
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $157,508,621 | $18,256 | |
| (1) | Estimated for purposes of calculating the filing fee only. The calculation assumes the purchase of 18,793,206 shares of common stock of CDI Corp. The transaction value also includes $2,464,671 payable in respect of time vesting deferred stock awards, which are vested or will become vested in connection with the closing of the transactions contemplated herein. |
| (2) | Calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 31, 2016, by multiplying the transaction value by 0.0001159. |
| ☒ | 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: $18,256 | Filing Party: Nova Merger Sub, Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: August 14, 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:
| ☒ | Third-party 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: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) relating to the tender offer by Nova Merger Sub, Inc., a Pennsylvania corporation (“Purchaser”) and a wholly-owned subsidiary of Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.10 per share, of CDI Corp., a Pennsylvania corporation (“CDI”), at a price of $8.25 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 August 14, 2017 (the “Offer to Purchase”), and in the related letter of transmittal.
All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Items 11 and 12 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.
Items 1 through 9 and Item 11.
The Offer and withdrawal rights expired at 9:00 a.m., Philadelphia, Pennsylvania time, on September 12, 2017. The Depositary has advised Parent and Purchaser that, as of the expiration of the Offer, a total of 15,504,481 Shares had been validly tendered into and not withdrawn from the Offer (not including 321,104 Shares tendered pursuant to notices of guaranteed delivery), representing approximately 78% of all outstanding Shares and all Shares issuable upon the exercise or vesting, as applicable, of Company Options and Company TVDS Awards. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and will promptly pay for all Shares validly tendered into and not properly withdrawn from the Offer.
On September 12, 2017, pursuant to the terms of the Merger Agreement, the Top-Up Option was automatically deemed exercised and the Purchaser purchased, at a per share price equal to the Offer Price, 3,784,116 newly issued shares of CDI’s common stock, which brought Purchaser’s ownership of Shares, when combined with the Shares acquired by Purchaser in the Offer, to more than 80% of the Shares outstanding after such purchase. The aggregate purchase price of $31,218,957 for the Top-Up Shares was paid by Purchaser partially in cash in an amount equal to the aggregate par value of the Top-Up Shares and partially by a promissory note for the remaining amount. CDI offered and sold the Top-Up Shares as a private placement pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act.
As a result of its acceptance of the Shares tendered in the Offer and its purchase of Shares pursuant to the Top-Up Option, Purchaser has acquired sufficient Shares to effect the Merger without submitting the merger to a vote of stockholders as permitted in Section 321(d)(1)(ii) of the PBCL. Accordingly, Parent and Purchaser intend to effect the Merger pursuant to Section 321(d)(1)(ii) of the PBCL. In the Merger, each outstanding Share (other than Shares owned by CDI, Purchaser or Parent or any subsidiary of CDI or Parent, or Shares as to which the holder thereof has properly demanded and not otherwise lost dissenters’ rights under Pennsylvania law) will be converted into the right to receive the Offer Price. Following the Merger, CDI will delist the Shares from the NYSE and apply for termination of registration of the Shares under the Exchange Act.
The full text of the press release issued on September 12, 2017, announcing the expiration and results of the Offer is attached as Exhibit (a)(1)(H) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(1)(H) | Press Release issued by AE Industrial Partners, LLC on September 12, 2017. | |
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: September 12, 2017
| NOVA MERGER SUB, INC. | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Vice President | |
| NOVA INTERMEDIATE PARENT, LLC | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Vice President | |
| AE INDUSTRIAL PARTNERS FUND I, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I-A, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I-B, L.P. | ||
| By: | AeroEquity Partners Fund I GP, LP | |
| Its: | General Partner | |
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS FUND I GP, LP | ||
| By: | AeroEquity GP, LLC | |
| Its: | General Partner | |
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AEROEQUITY GP, LLC | ||
| By: | AE Industrial Partners, LLC | |
| Its: | Sole Member | |
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
| AE INDUSTRIAL PARTNERS, LLC | ||
| By: | /s/ Kirk Konert | |
| Name: | Kirk Konert | |
| Title: | Attorney in Fact | |
Exhibit Index
| * | Previously filed. |
Exhibit (a)(1)(H)
Press Release
For Immediate Release: 9/12/2017
Affiliates of AE Industrial Partners Successfully Complete Tender Offer to Acquire CDI Corp.
PHILADELPHIA, PA, and BOCA RATON, FL, September 12, 2017 — AE Industrial Partners, LLC (“AEI”), a private equity investor specializing in aerospace, power generation, and specialty industrial companies, today announced the successful completion of the previously announced $8.25 per share cash tender offer for all of the outstanding shares of common stock of CDI Corp. (NYSE: CDI) (“CDI”).
The tender offer, which was made pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) entered into by CDI and affiliates of AEI on July 31, 2017, expired at 9:00 a.m., Philadelphia, Pennsylvania time, on September 12, 2017. A total of 15,504,481 shares of common stock of CDI (excluding 321,104 shares tendered by guaranteed delivery), representing approximately 78% of the common stock outstanding on a fully-diluted basis (assuming the exercise or vesting, as applicable, of all outstanding options and time-vested deferred stock of CDI), were tendered into and not withdrawn from the tender offer. According to the terms of the tender offer, all such CDI shares (and any additional shares tendered by guaranteed delivery unless actual delivery does not occur) have been irrevocably accepted for payment, which will be made promptly.
Pursuant to the terms of the Merger Agreement, Nova Merger Sub, Inc., an affiliate of AEI (“Purchaser”), was automatically deemed to exercise its “top-up” option to purchase shares of common stock directly from CDI (the “Top-Up Shares”) in an amount sufficient to enable Purchaser to effect a “short-form” merger under applicable Pennsylvania law.
As a result of the successful completion of the tender offer and purchase of the Top-Up Shares, AEI and CDI intend to promptly complete the acquisition of CDI by merging it with Purchaser pursuant to Section 321(d)(1)(ii) of the Pennsylvania Business Corporation Law. The merger is expected to be completed on Wednesday, September 13, 2017. As a result of the merger, CDI will become a privately-held, indirect wholly-owned subsidiary of an affiliate of AEI and CDI’s common stock will cease trading on the New York Stock Exchange.
About CDI Corporation
CDI (NYSE: CDI) seeks to create extraordinary outcomes with its clients by delivering solutions based on highly skilled and professional talent. Its business is comprised of four segments: Enterprise Talent, Specialty Talent & Technology Solutions, Engineering Solutions, and MRI. It provides engineering, information technology, and staffing solutions to clients in multiple industries, including aerospace, chemicals, energy, industrial equipment, infrastructure, and technology, as well as municipal and state governments and the U.S. Department of Defense. It has offices and delivery centers in the U.S. and Canada. In addition, it also provides recruiting and staffing services through its global MRINetwork ® of franchisees. Learn more at www.cdicorp.com .
About AE Industrial Partners
AE Industrial Partners is a leading private equity firm specializing in control-oriented investments in aerospace, power generation, and specialty industrial businesses and has strong experience investing in businesses with similar capabilities and end-market exposure as CDI. AEI invests in market-leading companies that can benefit from its deep operating experience, industry knowledge, and relationships. Learn more at www.aeroequity.com .
Cautionary Statement Regarding Forward-Looking Statements
Statements in this announcement regarding the proposed transaction, the expected timetable for completing the proposed transaction, future financial and operating results, future capital structure and liquidity, benefits of the proposed transaction, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of CDI constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets” and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including the potential impact of the consummation of the proposed transaction on relationships, including with employees, suppliers and customers, and the other factors and financial, operational and legal risks or uncertainties described in CDI’s public filings with the SEC, including the “Risk Factors” sections of CDI’s Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q, as well as the tender offer documents filed by Nova Merger Sub, Inc. and the Solicitation/Recommendation Statement filed by CDI. CDI shareholders should not place undue reliance on any forward-looking statements. CDI and AE both disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.
Media Contacts for AE Industrial
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781
carol@blicksilverpr.com
Jennifer Hurson
(845) 507-0571
jennifer@blicksilverpr.com