SC TO-T/A

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. 3)

TANGOE, INC.

(Names of Subject Company (Issuer))

TAMS INC.

(Name of Filing Persons (Offeror)) a wholly owned subsidiary of

ASENTINEL, LLC

(Name of Filing Persons (Parent of Offeror))

MARLIN MANAGEMENT COMPANY, LLC

(Names of Filing Persons (Other Person))

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

87582Y108

(CUSIP Number of Class of Securities)

TAMS Inc.
c/o Marlin Management Company, LLC
338 Pier Avenue
Hermosa Beach, CA 90254
Attention: Peter Chung
Telephone: (310) 364-0100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

Rick Presutti
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 756-2000

CALCULATION OF FILING FEE

Transaction Value*	Amount of Filing Fee**
$277,714,371.48	$32,187.10

*	Estimated for purposes of calculating the amount of filing fee only. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Tangoe, Inc., at a purchase price of $6.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes. The underlying value of the transaction was calculated based on the sum of: (i) 39,943,806 issued and outstanding Shares, multiplied by $6.50 per Share; (ii) 2,737,566 Shares underlying vested stock options (including stock options that are expected to become vested in connection with the transaction) with an exercise price that is less than $6.50 per Share, multiplied by $2.53 per Share (which is the difference between $6.50 and $3.97, the weighted average exercise price of such options that have an exercise price that is less than $6.50 per Share); (iii) 1,576,601 Shares (or share equivalents) subject to restricted stock units and performance-based share units that are or are expected to become vested in connection with the transaction, multiplied by $6.50 per Share; and (iv) 139,336 Shares subject to stock awards that are or are expected to become vested in connection with the transaction, multiplied by $6.50 per Share.
**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 30, 2016, by multiplying the Transaction Value by 0.0001159.
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:	$32,187.10	Filing Party:	TAMS Inc., Asentinel, LLC and Marlin Management Company, LLC
Form or Registration No.:	Schedule TO	Date Filed:	May 12, 2017

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

CUSIP Number:
87582Y108

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (which, together with this Amendment No. 3 any subsequent amendments and supplements thereto, collectively constitute this “Schedule TO”) filed by (i) TAMS Inc., a Delaware corporation (the “Offeror”) and a direct wholly owned subsidiary of Asentinel, LLC, a Delaware limited liability company (“Parent”), (ii) Parent and (iii) Marlin Management Company, LLC (d/b/a Marlin Equity Partners). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding common stock, par value $0.0001 per share (the “Shares”) of Tangoe, Inc. (the “Company”) at a purchase price of $6.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated May 12, 2017 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (and which, together with the Offer to Purchase, constitute the “Offer”).

Except as otherwise set forth below, the information set forth in this Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Amendment to the Schedule TO

ITEM 7.Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO and the disclosure under Section 14—“Certain Conditions of the Offer” of the Offer to Purchase are hereby amended and supplemented by inserting the following paragraph:

“On June 8, 2017, Parent and the Offeror waived the Financing Proceeds Condition in accordance with the terms of the Merger Agreement. The Offer remains subject to the remaining conditions to the Offer set forth in Section 14—“Certain Conditions of the Offer” of the Offer to Purchase. The full text of the press release announcing the waiver of the Financing Proceeds Condition is attached hereto as Exhibit (a)(1)(H) and is incorporated herein by reference.”

ITEMS 1, 4 and 11.Summary Term Sheet; Terms of the Transaction; and Additional Information.

Items 1, 4, and 11 of the Schedule TO are hereby amended and supplemented by inserting the following paragraph:

“On June 8, 2017, Parent and the Offeror announced an extension of the expiration of the Offer to 10:00 a.m., New York City time, on June 15, 2017, unless the Offer is further extended or earlier terminated in accordance with the terms of the Merger Agreement. The Offer was previously scheduled to expire at 10:00 a.m., New York City time, on June 13, 2017.

The Offer is being extended pursuant to the requirement of the SEC that at least five business days remain in the Offer following the satisfaction or waiver of the Financing Proceeds Condition.

The Depositary has advised Parent and the Offeror that, as of 5:00 p.m., New York City time, on June 7, 2017, 6,434,792 Shares, representing approximately 16.1% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn.

The full text of the press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(H) 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)	Joint Press Release issued by Marlin Equity Partners, Tangoe, Inc. and Asentinel, LLC on June 8, 2017.

2

Amendments to the Offer to Purchase and the Other Exhibits to the Schedule TO

The information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, as amended, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

All references to “10:00 a.m., New York City time, on June 13, 2017” in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Notice of Guaranteed Delivery (Exhibit (a)(1)(C)), Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(E)) are hereby amended and replaced with “10:00 a.m., New York City time, on June 15, 2017.”

3

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: June 8, 2017

TAMS Inc.
By:	/s/ Robb Warwick
Name:	Robb Warwick
Title:	President
Asentinel, LLC
By:	/s/ Robb Warwick
Name:	Robb Warwick
Title:	Treasurer
Marlin Management Company, LLC
By:	/s/ Peter Chung
Name:	Peter Chung
Title:	Principal

4

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated May 12, 2017.*
(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)	Joint Press Release issued by Marlin Equity Partners, Tangoe, Inc. and Asentinel, LLC on April 28, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Tangoe, Inc., Inc. on April 28, 2017).
(a)(1)(G)	Summary Advertisement as published in the Wall Street Journal on May 12, 2017.*
(a)(1)(H)	Joint Press Release issued by Marlin Equity Partners, Tangoe, Inc. and Asentinel, LLC on June 8, 2017.
(b)(1)	Debt Commitment Letter, dated as of April 27, 2017, by and among PNC Bank, National Association, Tennenbaum Capital Partners, LLC, TPG Specialty Lending, Inc. and Asentinel, LLC.*
(d)(1)	Agreement and Plan of Merger, dated as of April 27, 2017, by and among Tangoe Inc., TAMS Inc., and Asentinel, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tangoe, Inc. on April 28, 2017).
(d)(2)	Limited Guarantee, dated as of April 27, 2017, delivered by Marlin Equity IV, L.P. in favor of Tangoe, Inc.*
(d)(3)	Equity Commitment Letter, dated as of April 27, 2017, delivered by Marlin Equity IV, L.P. to Asentinel, LLC and TAMS Inc.*
(g)	None.
(h)	None.

* Previously filed on May 12, 2017 as an exhibit to the Schedule TO

5

EX-99.(A)(1)(H)

Exhibit (a)(1)(H)

Tangoe and Marlin Equity Partners Announce Waiver of the Financing Proceeds Condition and Extension of the Tender Offer

LOS ANGELES, Calif., ORANGE, Conn. and MEMPHIS, Tenn. June 8, 2017 — Tangoe, Inc. (OTCPK: TNGO) (“Tangoe” or the “Company”) and Marlin Equity Partners (“Marlin”) announced today that Marlin’s affiliates, Asentinel, LLC (“Parent”) and TAMS Inc. (“Purchaser”), have waived the “Financing Proceeds Condition,” as described in the Offer to Purchase in connection with Marlin’s previously-announced tender offer to acquire all of the outstanding shares of common stock of Tangoe at a price of $6.50 per share in cash.

Marlin also announced today that Parent and Purchaser have extended the offering period until 10:00 a.m., New York City time, on June 15, 2017, unless further extended or earlier terminated.  The tender offer was previously scheduled to expire at 10:00 a.m., New York City time, on June 13, 2017.  All other terms and conditions of the tender offer remain unchanged.

The tender offer is being extended pursuant to the requirement of the Securities and Exchange Commission that at least five business days remain in the tender offer following the satisfaction or waiver of the “Financing Proceeds Condition.”

The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of April 27, 2017, by and among the Company, Parent and Purchaser.  The Board of Directors of Tangoe has unanimously approved the proposed acquisition by Tangoe and recommends that Tangoe stockholders tender their shares in the tender offer.

Okapi Partners LLC is acting as information agent for Purchaser in the tender offer.  Requests for documents and questions regarding the tender offer may be directed to Okapi Partners LLC by telephone, toll-free at (888) 785-6673.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Tangoe’s common stock.

The solicitation and the offer to purchase shares of Tangoe’s common stock described in this press release will be made only pursuant to the offer to purchase and related materials that Marlin has filed on Schedule TO with the SEC. In addition, Tangoe has filed its recommendation of the tender offer on Schedule 14D-9 with the SEC. Additionally, Tangoe and Marlin will file other relevant materials in connection with the proposed acquisition of Tangoe by Marlin pursuant to the terms of the merger agreement. INVESTORS AND STOCKHOLDERS OF TANGOE ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC ON MAY 12, 2017, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents filed with the SEC by Marlin and Tangoe through the web site maintained by the SEC at www.sec.gov.  In addition, investors and security holders will be able to obtain free copies of these documents from Marlin or Tangoe by contacting: Okapi Partners LLC, Attn: Pat McHugh, 1212 Avenue of the Americas, 24th Floor, New York, NY 10036, or by telephone toll free at (877) 305-0857 or collect at (212) 297-0720; or Tangoe, Inc., Attn: Corporate Secretary, 35 Executive Boulevard, Orange, Connecticut 06477, or by telephone at (203) 859-9300.

Tangoe has filed a preliminary Proxy Statement with the SEC on May 23, 2017 and, under certain circumstances, shall mail to its stockholders a Proxy Statement in connection with the transaction.  The Proxy Statement will contain important information about Marlin, Tangoe, the transaction and related matters.  Investors and security holders are urged to read the Proxy Statement carefully when it is available.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Marlin and Tangoe through the web site maintained by the SEC at www.sec.gov.

In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from Tangoe by contacting its Corporate Secretary.

Marlin and Tangoe, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement.  As of April 25, 2017, Tangoe’s directors and executive officers beneficially owned approximately 960,078 shares, or 2.4%, of Tangoe’s common stock.  In addition, Tangoe’s directors and executive officers are also parties to agreements with Tangoe pursuant to which they will be entitled to receive payments upon the consummation of the merger, as provided in the merger agreement.  As of April 25, 2017, Marlin beneficially owned 4,094,599 shares, or approximately 10.4%, of Tangoe’s common stock.  A more complete description of the interests of Tangoe’s directors and executive officers and any other participants in the solicitation will be available in the Proxy Statement.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release regarding the proposed transaction between Marlin, Asentinel and Tangoe, the expected timetable for completing the transaction, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about Marlin, Asentinel or Tangoe managements’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates,” and similar expressions) should also be considered to be forward-looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the transaction, the ability of Asentinel to successfully integrate Tangoe’s operations and employees and the ability to realize anticipated synergies and cost savings.  Except as otherwise required by law, Marlin, Asentinel and Tangoe disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

About Marlin Equity Partners

Marlin Equity Partners is a global investment firm with over $6.7 billion of capital under management. The firm is focused on providing corporate parents, shareholders and other stakeholders with tailored solutions that meet their business and liquidity needs.  Marlin invests in businesses across multiple industries where its capital base, industry relationships and extensive network of operational resources significantly strengthen a company’s outlook and enhance value.  Since its inception, Marlin, through its group of funds and related companies, has successfully completed over 100 acquisitions.  The firm is headquartered in Los Angeles, California with an additional office in London. For more information, please visit www.marlinequity.com.

About Tangoe

Tangoe, Inc. is a leading global provider of IT and Telecom Expense Management (TEM) software and related services to a wide range of global enterprises and service providers.  Tangoe helps companies transform the management of IT assets, services, expenses, and usage to create business value, increase efficiency, and deliver a positive impact to the bottom line.  Additional information about Tangoe can be found at www.tangoe.com.

Tangoe is a registered trademark of Tangoe, Inc.

About Asentinel

Asentinel, LLC, a leading provider of Technology and Telecom Expense Management (TEM) and Mobility Managed Services (MMS), meets the needs of customers by providing lifecycle solutions delivered through a customer-focused, technology-driven SaaS platform.  The company serves a growing client base of Global 2000, Fortune 1000 and multinational entities that rely on the power of TEM and MMS to reduce spend, automate processes, manage inventory and maximize business intelligence and actionable analytics. For more information, please visit www.asentinel.com.

For Marlin Inquiries:

Marlin Equity Partners

Peter Spasov, 310-364-0100

pspasov@marlinequity.com

For Tangoe Inquiries:

Investors:
ICR, Inc.
Seth Potter, 646-277-1230
investor.relations@tangoe.com
or
Media:
Tangoe, Inc.
Shannon Cortina, 732-637-2010
shannon.cortina@tangoe.com

For Asentinel Inquiries:

Asentinel LLC

Mark Ledbetter, 901-752-6202

mark.ledbetter@asentinel.com

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