Transaction Valuation*
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Amount of Filing Fee+
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$6,522,590.70
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$757.27
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*
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of all outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of SonomaWest Holdings, Inc. not owned by Stapleton Acquisition Company, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (collectively, the “Stapleton Group”), at a purchase price of $10.05 per Share, net to the seller in cash. On March 30, 2011, 1,251,367 Shares were outstanding, of which 602,353 are collectively owned by the Stapleton Group. Accordingly, this calculation assumes the purchase of 649,014 Shares.
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+
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2011 issued by the Securities and Exchange Commission, equals $116.10 per million dollars of transaction value.
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x
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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: $757.27
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Form or Registration No.: Schedule TO-T/Schedule 13E-3 (File No. 005-34214)
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Filing Parties: Stapleton Acquisition Company, Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust
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Date Filed: April 1, 2011
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o
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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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x
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Third-party tender offer subject to Rule 14d-1.
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o
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Issuer tender offer subject to Rule 13e-4.
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x
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Going-private transaction subject to Rule 13e-3.
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o
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Amendment to Schedule 13D under Rule 13d-2.
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Date: May 16, 2011 |
STAPLETON ACQUISITION COMPANY
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||
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By:
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/s/ Craig R. Stapleton | |
Name: Craig R. Stapleton | |||
Title: President |
Date: May 16, 2011 |
CRAIG R. STAPLETON
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/s/ Craig R. Stapleton | ||
By: | Craig R. Stapleton |
Date: May 16, 2011 |
DOROTHY W. STAPLETON
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/s/ Craig R. Stapleton | ||
By: | Craig R. Stapleton, Attorney-in-Fact |
Date: May 16, 2011 |
WALKER R. STAPLETON
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/s/ Craig R. Stapleton | ||
By: | Craig R. Stapleton, Attorney-in-Fact |
Date: May 16, 2011 |
WENDY S. REYES, TRUSTEE OF SEPARATE PROPERTY TRUST
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||
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/s/ Craig R. Stapleton | ||
By: | Craig R. Stapleton, Attorney-in-Fact |
Exhibit No.
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Description
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(a)(1)(i)*
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Offer to Purchase, dated April 1, 2011
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(a)(1)(ii)*
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Letter of Transmittal (including general instructions for certification of taxpayer identification number on Form W-9)
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(a)(1)(iii)*
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Notice of Guaranteed Delivery
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(a)(1)(iv)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(v)*
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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 in Investor’s Business Daily
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(a)(1)(vii)*
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Press Release, dated April 1, 2011, issued by SAC
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(a)(1)(viii)**
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Press Release, dated May 2, 2011, issued by SAC
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(a)(1)(ix)***
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Press Release, dated May 9, 2011, issued by SAC
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(b)
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None
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(c)
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None
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(d)(1)
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Form of Contribution and Subscription Agreement, dated February 18, 2011, by and between Stapleton Acquisition Company and each of Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of Separate Property Trust (incorporated by reference to Exhibit 18 to the Schedule 13D/A filed by SAC with the Securities and Exchange Commission on February 18, 2011)
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(d)(2)
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Acquisition Support Agreement, dated February 18, 2011, by and among Stapleton Acquisition Company, Leeward Capital, L.P. and Leeward Investments, LLC (incorporated by reference to Exhibit 19 to the Schedule 13D/A filed by SAC with the Securities and Exchange Commission on February 18, 2011)
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(d)(3)*
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Power of Attorney regarding Schedule TO, dated as of March 23, 2011, granted by the individual members of the Stapleton Group, other than Craig R. Stapleton, in favor of Craig R. Stapleton.
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(f)
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Section 262 of the Delaware General Corporation Law (included as Schedule A to the Offer to Purchase and incorporated by reference herein)
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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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Previously filed with Schedule TO.
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**
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Previously filed with Amendment No. 2 to Schedule TO.
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***
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Previously filed with Amendment No. 3 to Schedule TO.
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