UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Rightside Group, Ltd.
(Name of Subject Company)
DTS Sub Inc.
(Offeror)
Donuts Inc.
(Parent of Offeror)
(Name of Filing Person)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
76658B100
(CUSIP Number of Class of Securities)
Alvaro Alvarez
SVP, General Counsel & Secretary
Donuts Inc.
10500 NE 8th Street, Suite 1450
Bellevue, Washington 98004
(424) 262-4238
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Jens M. Fischer
Kara Tatman
Perkins Coie LLP
1201 Third Avenue, Suite 4900
Seattle, Washington 98101-3099
(206) 359-8000
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $219,219,756.90
|
$25,407.57 | |
| (1) | Estimated solely for purposes of calculating the amount of the filing fee. The transaction valuation was calculated by (i) multiplying the offer price of $10.60 by 21,309,166 Shares, which is the sum of (a) 19,287,957 outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Rightside Group, Ltd. (“Rightside”), (b) 772,896 Shares underlying outstanding in-the-money stock options exercisable under Rightside’s equity plans (the “Options”), and (c) 1,248,313 Shares underlying outstanding restricted stock units, and (ii) subtracting the aggregate exercise price of the Options. This calculation does not include any Shares issuable upon exercise of the Company’s outstanding warrants, as the exercise price per share for the warrants is greater than $10.60 per share. The warrants are therefore not expected to be exercised. The foregoing share figures and aggregate exercise price have been provided by Rightside to the offeror and are as of June 23, 2017, the most recent practicable date. |
| (2) | The filing fee was 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 31, 2016, by multiplying the transaction value by 0.00011590. |
| ☒ | 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: $25,407.57 | Filing Party: Donuts Inc. | |
| Form or Registration No.: Schedule TO-T | Date Filed: June 27, 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 tender 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: ☒
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Donuts Inc., a Delaware corporation (“Parent”), and DTS Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent, on June 27, 2017, with the Securities and Exchange Commission (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer (the “Offer”) by Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Rightside Group, Ltd., a Delaware corporation (“Rightside” or the “Company”), at a price of $10.60 per Share (the “Offer Price”), net to the holder in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 27 , 2017 (as it may be amended or supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”).
Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 11 in the Schedule TO.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:
“The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City time, on July 26, 2017) and were not extended. Purchaser and Parent were advised by the Depositary that, as of the expiration time of the Offer, a total of 17,740,054 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 92.0% of the issued and outstanding Shares.
The number of Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Shares delivered pursuant to notices of guaranteed delivery) satisfies the Minimum Condition. All conditions to the Offer having been satisfied, Purchaser accepted for payment and will promptly pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (including all Shares delivered pursuant to notices of guaranteed delivery).
Following the consummation of the Offer, Parent and Purchaser intend to effect the merger in accordance with Section 251(h) of the DGCL, pursuant to which Purchaser will be merged with and into the Company, with the Company as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the merger, each Share issued and outstanding immediately prior to such effective time (other than (i) treasury shares, (ii) Shares held by Parent, Purchaser or any wholly owned subsidiary of Parent, (iii) Shares held by the Company or any subsidiaries of the Company, and (iv) Shares owned by Company stockholders who have properly preserved their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price (or any greater per Share price paid in the Offer), without interest and subject to any applicable tax withholding.
On July 27, 2017, Parent and Rightside issued a joint press release announcing the expiration and results of the Offer. The full text of the press released is attached as Exhibit (a)(5)(F) to the Schedule TO and is incorporated herein by reference.”
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
| Exhibit |
Description | |
| (a)(5)(F) | Joint press release issued by Parent and Rightside, dated July 27, 2017. | |
-1-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2017
| DTS Sub Inc. | ||
| By: | /s/ ALVARO ALVAREZ | |
| Name: | Alvaro Alvarez | |
| Title: | Vice President and Secretary | |
| Donuts Inc. | ||
| By: | /s/ ALVARO ALVAREZ | |
| Name: | Alvaro Alvarez | |
| Title: | SVP, General Counsel and Secretary | |
EXHIBIT LIST
| Exhibit |
Description | |
| (a)(1)(A) | Offer to Purchase, dated June 27, 2017.* | |
| (a)(1)(B) | Form of Letter of Transmittal.* | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Form of 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 27, 2017.* | |
| (a)(5)(A) | Joint press release issued by Parent and Rightside, dated June 14, 2017 (incorporated by reference to Exhibit 99.1 to the Tender Offer Statement on Schedule TO-C filed by Parent on June 14, 2017).* | |
| (a)(5)(B) | Email to employees of Parent, dated June 14, 2017 (incorporated by reference to Exhibit 99.2 to the Tender Offer Statement on Schedule TO-C filed by Parent on June 14, 2017).* | |
| (a)(5)(C) | Email to registrars of Parent, dated June 14, 2017 (incorporated by reference to Exhibit 99.3 to the Tender Offer Statement on Schedule TO-C filed by Parent on June 14, 2017).* | |
| (a)(5)(D) | Joint press release issued by Parent and Rightside, dated July 7, 2017.* | |
| (a)(5)(E) | Joint press release issued by Parent and Rightside, dated July 17, 2017.* | |
| (a)(5)(F) | Joint press release issued by Parent and Rightside, dated July 27, 2017. | |
| (b) | Debt Commitment Letter, dated June 13, 2017, by and among Silicon Valley Bank and Parent.* | |
| (d)(1) | Agreement and Plan of Merger, dated as of June 13, 2017, among Parent, Purchaser and Rightside (incorporated by reference to Exhibit 2.1 of Rightside’s Current Report on Form 8-K filed on June 14, 2017).* | |
| (d)(2) | Confidentiality Agreement between Parent and Rightside, dated as of March 27, 2017, and amended as of May 25, 2017.* | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed with the Schedule TO. |
Exhibit (a)(5)(F)
Donuts Completes Successful Tender Offer for Shares of Rightside
KIRKLAND, Wash., July 27, 2017 – Rightside Group, Ltd. (NASDAQ:NAME) (“Rightside”) and Donuts Inc. (“Donuts”) today announced that DTS Sub Inc. (“Purchaser”), a wholly owned subsidiary of Donuts, has successfully completed its tender offer to purchase all of the outstanding shares of common stock of Rightside, at a price of $10.60 per share, net to the holder in cash, without interest, less any applicable withholding taxes. The tender offer expired as scheduled at 12:00 midnight, New York City time, on July 26, 2017 (one minute after 11:59 p.m., New York City time, on July 26, 2017).
As of the expiration of the tender offer, approximately 17,740,054 shares of Rightside common stock, representing 92.0% of Rightside’s outstanding shares, were validly tendered and not validly withdrawn pursuant to the tender offer. As a result, Purchaser has accepted for payment and will promptly pay for all validly tendered Rightside shares (and any additional shares tendered pursuant to guaranteed delivery procedures unless actual delivery does not occur), in accordance with the terms of the tender offer.
Purchaser intends to complete the merger prior to the opening of trading on the NASDAQ Global Select Market on July 28, 2017 in accordance with Section 251(h) of the General Corporation Law of the State of Delaware. As a result of the merger, each share of common stock of Rightside not tendered in the tender offer (other than (i) treasury shares, (ii) shares held by Donuts, Purchaser or any wholly owned subsidiary of Donuts, (iii) shares held by Rightside or any subsidiaries of Rightside, and (iv) shares owned by Rightside stockholders who have properly preserved their appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive an amount in cash equal to $10.60 per share, subject to any applicable tax withholding.
As a result of the tender offer and the merger, Rightside will become a wholly-owned subsidiary of Donuts and Rightside’s common stock will cease trading on the NASDAQ Global Select Market.
About Rightside
Rightside inspires and delivers new possibilities for consumers and businesses to define and present themselves online. The company, with its affiliates, is a leading provider of domain name services, offering one of the industry’s most comprehensive platforms for the discovery, registration, usage and monetization of domain names. In addition to being a new gTLD registry operator, Rightside is home to one of the most admired registrar brands in the industry, Name.com. Headquartered in Kirkland, WA, Rightside has offices in North America and Europe. For more information please visit www.Rightside.co.
About Donuts
Donuts is a leading domain name registry for new top-level Internet domain extensions. Donuts offers businesses, individuals and organizations new ways to brand and unify their online identities, in multiple languages and character sets. Donuts is headquartered in Bellevue, Washington. For more information, please visit www.donuts.domains.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements concerning the timing of payment for the tender offer and the completion of the merger and statements containing words such as may, believe, anticipate, expect, intend, plan, project, and estimate or similar expressions constitute forward-looking statements. Risks that may
affect such forward-looking statements include those relating to the timing and the completion of the financing related to the tender offer and the merger and actions taken by third parties, including financing sources and regulatory bodies, and additional information about potential risk factors that could affect the timing of the payment of the tender offer and completion of the merger are contained in Rightside’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the Securities and Exchange Commission (the “SEC”) and other SEC filings. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. The parties do not intend to revise or update the information set forth in this press release, except as required by law, and may not provide this type of information in the future.
Rightside Investor Contacts:
The Blueshirt Group
Allise Furlani, 212-331-8433, allise@blueshirtgroup.rocks
Brinlea Johnson, 212-331-8424, brinlea@blueshirtgroup.rocks
Donuts Media Contact:
Judith McGarry, Donuts
415-971-2900
judith@donuts.email
Information Agent:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders call toll-free from the U.S. and Canada: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833