0001104659-13-086754.txt : 20131125 0001104659-13-086754.hdr.sgml : 20131125 20131125091336 ACCESSION NUMBER: 0001104659-13-086754 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131125 DATE AS OF CHANGE: 20131125 GROUP MEMBERS: BLACKHAWK HOLDING VEHICLE LLC GROUP MEMBERS: MARLIN MANAGEMENT COMPANY, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELLABS INC CENTRAL INDEX KEY: 0000317771 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363831568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33102 FILM NUMBER: 131239720 BUSINESS ADDRESS: STREET 1: ONE TELLABS CENTER STREET 2: 1415 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 630-798-8800 MAIL ADDRESS: STREET 1: ONE TELLABS CENTER STREET 2: 1415 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blackhawk Merger Sub Inc. CENTRAL INDEX KEY: 0001589651 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 BUSINESS PHONE: 310-744-6353 MAIL ADDRESS: STREET 1: 338 PIER AVENUE CITY: HERMOSA BEACH STATE: CA ZIP: 90254 SC TO-T/A 1 a13-25029_1sctota.htm SC TO-T/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

 

(Amendment No. 2)

 

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

$918,646,796.20 (1)

 

$118,321.71 (2)

 

(1)   Estimated for purposes of calculating the filing fee only. The calculation of the transaction value assumes the purchase of 374,957,876 shares of common stock, par value $0.01 of Tellabs, Inc. (“Shares”) (the number of Shares representing (i) 355,740,338 Shares, which is the number of Shares outstanding plus (ii) 19,217,538 Shares, which is the number of Shares reserved for issuance pursuant to outstanding options to purchase Shares, stock appreciation rights, restricted stock units and performance awards under plans of Tellabs, Inc. and its subsidiaries, regardless of exercise price) by $2.45. The calculation of the transaction value is based on information provided by Tellabs, Inc. as of October 16, 2013.

(2)   The amount of 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 2014, issued August 30, 2013, by multiplying the transaction value by 0.0001288.

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:

 

118,321.71

 

Filing Party:

 

Blackhawk Merger Sub Inc.

Blackhawk Holding Vehicle LLC

Marlin Management Company, LLC

Form of Registration No.:

 

Schedule TO-T

 

Date Filed:

 

November 1, 2013

 

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

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

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

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

 

 

 


 

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2013 (the “Original Schedule TO” ), as amended by Amendment No. 1 filed with the SEC on November 8, 2013 (“Amendment No. 1,” together with this Amendment No. 2, the Original Schedule TO and any other amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the 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”). Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Tellabs, Inc., a Delaware corporation, at a purchase price of $2.45 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 1, 2013 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. Parent and Purchaser are affiliates of Marlin Equity III, L.P., Marlin Equity IV, L.P. and Marlin Management Company, LLC (d/b/a Marlin Equity Partners). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule TO.

 

All information set forth in the Offer to Purchase, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 9 and 11 of the Schedule TO. You should read this Amendment No. 2 together with the Original Schedule TO and Amendment No. 1.

 

This Amendment No. 2 is being filed to amend and supplement Item 11.

 

Item 11.     Additional Information.

 

Item 11(a) of the Schedule TO and the disclosure under Section 16 “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase are hereby amended and supplemented by inserting the following paragraph as the last paragraph under the heading “Legal Proceedings”:

 

“On November 24, 2013, the Company entered into a memorandum of understanding (the “MOU”) with the plaintiffs in the Lambert action, which sets forth the parties’ agreement in principle to settle all claims related thereto. The Company believes that no further disclosure is required under applicable laws to supplement the Schedule 14D-9, previously filed with the SEC on November 1, 2013; however, to avoid the risk that the Lambert action may delay or otherwise adversely impact the consummation of the Merger and to minimize the cost, risk and expense associated with the defense of such action, the Company has agreed, pursuant to the terms of the MOU, to make certain supplemental disclosures in its Schedule 14D-9, which are set forth in Amendment No. 2 to the Schedule 14D-9 filed by the Company with the SEC on November 25, 2013 (“Amendment No. 2 to the Schedule 14D-9”). Pursuant to the MOU, subject to certain confirmatory discovery by the plaintiffs in the Lambert action, the parties expect to execute a stipulation of settlement, which will be subject to approval by the United States District Court for the Northern District of Illinois, following the filing of Amendment No. 2 to the Schedule 14D-9. There can be no assurance that the settlement will be finalized or that the United States District Court for the Northern District of Illinois will approve such settlement.”

 

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SIGNATURE

 

After due inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  November 25, 2013

 

 

BLACKHAWK HOLDING VEHICLE LLC

 

By:

/s/ Nick Kaiser

 

Name:

Nick Kaiser

 

Title:

President

 

 

 

 

 

 

 

BLACKHAWK MERGER SUB INC.

 

By:

/s/ Nick Kaiser

 

Name:

Nick Kaiser

 

Title:

President

 

 

 

 

MARLIN MANAGEMENT COMPANY, LLC

 

By:

/s/ Nick Kaiser

 

Name:

Nick Kaiser

 

Title:

Partner

 

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EXHIBIT INDEX

 

Exhibit

 

Exhibit Name

(a)(1)(A)

 

Offer to Purchase, dated November 1, 2013.*

 

 

 

(a)(1)(B)

 

Letter of Transmittal.*

 

 

 

(a)(1)(C)

 

Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

 

 

 

(a)(1)(D)

 

Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

 

 

 

(a)(1)(E)

 

Summary Advertisement as published in The Wall Street Journal on November 1, 2013.*

 

 

 

(a)(5)(A)

 

Press Release, dated October 21, 2013, issued by Marlin Equity Partners (incorporated herein by reference to Exhibit 99.1 to the Schedule TO-C filed by Blackhawk Merger Sub Inc. on October 21, 2013).

 

 

 

(a)(5)(B)

 

Press Release, dated October 21, 2013, issued by Tellabs, Inc. (incorporated herein by reference to Exhibit 99.2 to the Schedule TO-C filed by Blackhawk Merger Sub Inc. on October 21, 2013).

 

 

 

(a)(5)(C)

 

Press Release, dated November 1, 2013, issued by Marlin Equity Partners.*

 

 

 

(b)(1)

 

Financing Commitment Letter, dated October 18, 2013, by and between Optical Holding Company LLC and Cerberus Business Finance, LLC.*

 

 

 

(b)(2)

 

Sponsor Commitment Agreement, dated October 18, 2013, by and among Marlin Equity III, L.P., Marlin Equity IV, L.P., Blackhawk Holding Vehicle LLC and Blackhawk Merger Sub Inc.*

 

 

 

(c)

 

Not applicable.

 

 

 

(d)(1)

 

Agreement and Plan of Merger, dated October 18, 2013, by and among Blackhawk Holding Vehicle LLC, Blackhawk Merger Sub Inc. and Tellabs, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Tellabs, Inc. with the Securities and Exchange Commission on October 21, 2013).

 

 

 

(d)(2)

 

Confidentiality Agreement, dated May 16, 2013, between Marlin Management Company, LLC and Tellabs, Inc.*

 

 

 

(d)(3)

 

Guaranty, dated October 18, 2013, by Marlin Equity III, L.P. and Marlin Equity IV, L.P. in favor of Tellabs, Inc.*

 

 

 

(e)

 

None.

 

 

 

(f)

 

Not applicable.

 

 

 

(g)

 

None.

 

 

 

(h)

 

None.

 

*  Previously Filed with the Tender Offer Statement on November 1, 2013.

 

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