SC TO-C

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

TELLABS, INC.

(Name of Subject Company: (Issuer))

BLACKHAWK MERGER SUB INC.

(Name of Filing Persons: (Offeror))

BLACKHAWK HOLDING VEHICLE LLC

(Name of Filing Persons: (Parent of Offeror))

MARLIN MANAGEMENT COMPANY, LLC

(Name of Filing Persons: (Other Person))

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

879664100

(CUSIP Number of Class of Securities)

Nick Kaiser

Blackhawk Merger Sub Inc.

Blackhawk Holding Vehicle LLC

c/o Marlin Management Company, LLC

338 Pier Avenue

Hermosa Beach, CA 90254

(310) 364-0100

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

Copies to:

 Rick Presutti

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not Applicable*	Not Applicable*

*A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

oCheck 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:	n/a	Filing Party:	n/a
Form of Registration No.:	n/a	Date Filed:	n/a

xCheck 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:

xThird-party tender offer subject to Rule 14d-1.

oIssuer tender offer subject to Rule 13e-4.

oGoing-private transaction subject to Rule 13e-3.

oAmendment 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:

oRule 13e-4(i) (Cross-Border Issuer Tender Offer)

oRule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Blackhawk Merger Sub Inc., a Delaware corporation (“Purchaser”), and a wholly-owned subsidiary of Blackhawk Holding Vehicle LLC, a Delaware limited liability company (“Parent”), for the purchase of all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Tellabs, Inc., a Delaware corporation (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of October 18, 2013, by and among Purchaser, Parent and the Company.  Parent and Purchaser are affiliates of Marlin Equity III, L.P., Marlin Equity IV, L.P. and Marlin Management Company, LLC.

IMPORTANT INFORMATION

The tender offer described in the attached exhibits (the “Tender Offer”) has not yet been commenced. The attached exhibits include separate press releases issued by Marlin Equity Partners and the Company. The description contained therein is neither an offer to purchase nor a solicitation of an offer to sell securities of the Company. At the time the Tender Offer is commenced, Purchaser and Parent will file with the Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Tender Offer, and following commencement of the Tender Offer, the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer. These documents will contain important information about the Tender Offer, and stockholders of the Company are urged to read these documents and any other relevant documents filed or to be filed with the SEC carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents (when they become available) and other documents filed by Purchaser, Parent and the Company with the SEC at the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from Purchaser and Parent by contacting Dan Burch or Jeanne Carr of MacKenzie Partners Inc., the information agent for the Tender Offer, at (212) 929-5748 or (212) 929-5916 or via email at dburch@mackenziepartners.com or jcarr@mackenziepartners.com.

Exhibit Index

Exhibit	Description
99.1	Press Release, dated October 21, 2013, issued by Marlin Equity Partners
99.2	Press Release, dated October 21, 2013, issued by Tellabs, Inc.

2

EX-99.1

Exhibit 99.1

Marlin Equity Partners to Acquire Tellabs

LOS ANGELES, October 21, 2013 — Marlin Equity Partners (“Marlin”), a global investment firm, today announced that it has entered into a definitive merger agreement with Tellabs (NASDAQ: TLAB), which provides that Marlin will acquire all of the outstanding shares of Tellabs for $2.45 per share in cash.  Tellabs is an industry-leading supplier of networking solutions that help network operators boost revenue, reduce expenses, and optimize networks. Tellabs serves telecom service providers, independent operating companies, MSO/cable companies, enterprises and government agencies with networks in more than 90 countries around the world.

“We are excited to back the Tellabs team and we view Tellabs’ business as an ideal opportunity to capitalize on the growth in the telecom network equipment sector,” said Nick Kaiser, a partner at Marlin. “We are committed to extending Tellabs’ market leadership by continuing to make significant investments in research and development, and in providing a superior customer experience.”

The price per share represents a premium of 4.3% over the closing share price on October 18, 2013, and 13.3% over the 180-day volume-weighted average closing share price as of the same day. In addition, the offer represents a premium of 28.9% over the current 52-week-low closing share price, which occurred on April 17, 2013. The transaction value represents a total equity value of approximately $891 million on a fully diluted basis.

Under the terms of the merger agreement, an affiliate of Marlin is required to commence a tender offer to acquire all outstanding shares of Tellabs’ outstanding common stock for $2.45 per share in cash no later than November 1, 2013. The merger agreement also provides that, promptly after the closing of the tender offer, any shares not tendered in the tender offer (other than shares for which appraisal is properly sought under applicable law) will be acquired by Marlin in a second-step merger at the same cash price as paid in the tender offer. Closing of the tender offer and closing of the merger are subject to certain conditions, including the tender of at least a majority of the outstanding shares of Tellabs common stock (on a fully-diluted basis) and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.  The transaction is expected to close in the fourth quarter of 2013. The transaction is not subject to a financing condition.

“This deal reinforces Marlin’s long-term commitment to the telecommunications market sector and the business potential we believe is being driven by the concurrent demand for high-bandwidth mobile, video, and cloud-based services and applications,” said Pat DiPietro, an operating partner at Marlin. “Tellabs has an exceptionally strong heritage of technology innovation and customer-centric solutions, and we look forward to working closely with the Tellabs team to enhance long-term value for its premier customer base.”

Bob Leggett, an operating partner at Marlin, added: “As part of Marlin’s portfolio of telecommunications companies, the Tellabs business will expand and complement our existing set of customers and product offerings, allowing us to serve a broader market, harness a deeper pool of networking expertise, and create compelling cross-selling opportunities. Combined with Marlin’s deep operational expertise and financial support, we believe these capabilities will significantly strengthen our competitive market position.”

Credit Suisse and Evercore are acting as financial advisors, and Schulte Roth & Zabel LLP is acting as legal counsel to Marlin. Goldman, Sachs & Co. is acting as financial advisor, and Sidley Austin LLP is acting as legal counsel, to Tellabs.

About Marlin Equity Partners

Marlin Equity Partners is a global investment firm with over $2.6 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 strengthens a company’s outlook and enhances value. Since its inception, Marlin, through its group of funds and related companies, has successfully completed over 70 acquisitions. The firm is headquartered in Los Angeles, California with an additional office in London. For more information, please visit www.marlinequity.com.

Forward-Looking Statements

This communication contains forward-looking statements. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as “believes,” “plans,” “anticipates,” “estimates,” “expects,” “intends,” “seeks” or similar expressions. Forward-looking statements are based on current expectations about future events and are subject to risks, uncertainties and assumptions. You should not place undue reliance on forward-looking statements, which are based on current expectations, since, while Marlin believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove accurate. All forward-looking statements included in this communication are made as of the date hereof and, unless otherwise required by applicable law, Marlin undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Additional Information

This communication is neither an offer to purchase nor a solicitation of an offer to sell any shares. This communication is for informational purpose only. The tender offer will not be made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance thereof would not comply with the laws of that jurisdiction. Blackhawk Merger Sub Inc. has not commenced the tender offer for shares of Tellabs’s common stock described in this news release.  Upon commencement of the tender offer, Blackhawk Merger Sub Inc. will file with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, a letter of transmittal and other related documents.  Following commencement of the tender offer, Tellabs will file with the SEC a solicitation/recommendation statement on Schedule 14D-9.   Stockholders should read those materials carefully when they become available because they contain important information, including the various terms and conditions of the tender offer. Stockholders of the Company may obtain free copies of these documents, any amendments or supplements thereto and other documents containing important information about Tellabs, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.

For additional information, please contact Peter Spasov at (310) 364-0100 or via e-mail at pspasov@marlinequity.com, or Dan Burch or Jeanne Carr of MacKenzie Partners at (212) 929-5748 or (212) 929-5916, or via email at dburch@mackenziepartners.com or jcarr@mackenziepartners.com.

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EX-99.2

Exhibit 99.2

One Tellabs Center 1415 West Diehl Road Naperville, IL 60563 United States

NEWS RELEASE	FOR IMMEDIATE RELEASE
	October 21, 2013

Tellabs to be Acquired by Marlin Equity Partners for $891 Million in Cash

Naperville, Ill.¾ Tellabs (NASDAQ: TLAB) today announced that it has entered into a definitive merger agreement with entities affiliated with Marlin Equity Partners (“Marlin”), which provides that Marlin entities will acquire all of the outstanding shares of Tellabs for $2.45 per share in cash.

The price per share represents a premium of 4.3% over the closing share price on October 18, 2013, and 13.3% over the 180-day volume-weighted average closing share price as of the same day. In addition, the offer represents a premium of 28.9% over the current 52-week-low closing share price, which occurred on April 17, 2013. The transaction value represents a total equity value of approximately $891 million on a fully diluted basis.

Under the terms of the merger agreement, an affiliate of Marlin is required to commence a tender offer to acquire all outstanding shares of Tellabs’ outstanding common stock for $2.45 per share in cash no later than November 1, 2013. The merger agreement provides that, promptly after the closing of the tender offer, any shares not tendered in the tender offer (other than shares for which appraisal is properly sought under applicable law) will be acquired in a second-step merger at the same cash price as paid in the tender offer.

Closing of the tender offer and closing of the merger are subject to certain conditions, including the tender of at least a majority of the outstanding shares of Tellabs common stock (on a fully-diluted basis) and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.  The transaction is expected to close in the fourth quarter of 2013. The transaction is not subject to a financing condition.

The Tellabs Board of Directors has unanimously approved the transaction.  In addition, Michael J. Birck, Tellabs’s co-founder and second-largest stockholder, has communicated to Tellabs that he supports the transaction.

“This transaction will deliver to Tellabs stockholders certainty of value and liquidity, immediately upon closing,” said Vince Tobkin, Tellabs chairman. “Tellabs’ Board of Directors arrived at the decision to enter into a transaction with Marlin after a thorough review of Tellabs’ strategic alternatives and after more than 30 potential buyers, both strategic parties and financial sponsors, were contacted as part of a competitive bidding process.

“This move begins an exciting new chapter for Tellabs, our customers, partners and employees.

We believe the transaction will enable us to invest in key technologies for future products, and become even more competitive as we help our customers succeed,” Tobkin added.

Lead activist Dialectic Capital Management said, “We are pleased that the Board has evaluated all alternatives and are choosing what they feel is the best option for all stakeholders.”

“We are excited to back the Tellabs team and we view Tellabs’ business as an ideal opportunity to capitalize on the growth in the telecom network equipment sector,” said Nick Kaiser, partner at Marlin. “We are committed to extending Tellabs’ market leadership by continuing to make significant investments in research and development, and in providing a superior customer experience.”

Goldman, Sachs & Co. is acting as financial advisor, and Sidley Austin LLP is acting as legal counsel, to Tellabs. Credit Suisse and Evercore are acting as financial advisors and Schulte Roth & Zabel LLP is acting as legal counsel to Marlin.

About Marlin Equity Partners — Marlin Equity Partners is a global investment firm with over $2.6 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 Equity invests in businesses across multiple industries where its capital base, industry relationships and extensive network of operational resources significantly strengthens a company’s outlook and enhances value. Since its inception, Marlin Equity, through its group of funds and related companies, has successfully completed over 65 acquisitions. The firm is headquartered in Los Angeles, California with an additional office in London. For more information, please visit www.marlinequity.com

About Tellabs — Tellabs innovations advance smart networks and help its customers succeed. That’s why 80% of the top global communications service providers and 40 of the Fortune 100 companies choose its mobile backhaul, packet optical, Optical LAN and services solutions. Tellabs helps them get ahead by adding revenue, reducing expenses and optimizing networks.

Tellabs (Nasdaq: TLAB) is part of the Ocean Tomo 300™ Patent Index and several corporate responsibility indexes including the Maplecroft Climate Innovation Index, FTSE4Good and eight FTSE KLD indexes. www.tellabs.com

Forward-Looking Statements — This news release contains forward-looking statements with respect to the tender offer and the second-step merger (together, the “transaction”), including the benefits expected from the transaction and the expected timing of the completion of the transaction.  These forward-looking statements generally can be identified by the words “will,” “expects,” “believes” and words or phrases of similar import. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, without limitation, risks and uncertainties associated with:  the satisfaction of the conditions precedent to the consummation of the transaction, including the tender of a sufficient number of shares by Tellabs’ stockholders and the termination or expiration of the

waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, as amended; unanticipated difficulties or expenditures relating to the transaction; legal proceedings that may be instituted against Tellabs and others following announcement of the transaction; disruptions of current plans and operations caused by the announcement and pendency of the transaction; potential difficulties in employee retention as a result of the announcement and pendency of the transaction; the response of customers and competitors to the announcement of the transaction; and other factors described in Tellabs’ Annual Report on Form 10-K for the year ended Dec. 28, 2012, under the caption “Risk Factors.”  Investors are advised not to rely on forward-looking statements.  All forward-looking statements in this news release are made as of the date hereof, and Tellabs undertakes no obligation to revise or update these forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information, changes to circumstances or otherwise, except as required by law.

Important Additional Information — This news release is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Tellabs’ common stock.  Blackhawk Merger Sub Inc. has not commenced the tender offer for shares of Tellabs’ common stock described in this news release.  Upon commencement of the tender offer, Blackhawk Merger Sub Inc. will file with the Securities and Exchange Commission (the “SEC”) a tender offer statement on Schedule TO and related exhibits, including an offer to purchase, a letter of transmittal and other related documents.  Following commencement of the tender offer, Tellabs will file with the SEC a solicitation/recommendation statement on Schedule 14D-9.  BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Investors and security holders may obtain free copies of these documents, any amendments or supplements thereto and other documents containing important information about Tellabs, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.  Copies of the solicitation/recommendation statement and other documents filed with the SEC by Tellabs will be available free of charge on Tellabs’ website at http://www.tellabs.com under the heading “SEC Filings” in the “Investors” portion of Tellabs’ website.

TELLABS MEDIA CONTACT: George Stenitzer, +1.630.798.3800, george.stenitzer@Tellabs.com

TELLABS INVESTOR CONTACT: Tom Scottino, +1.630.798.3602, tom.scottino@Tellabs.com

Tellabs is a trademark of Tellabs or its affiliates in the United States and/or other countries. Any other company or product names mentioned herein may be trademarks of their respective companies.

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