UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
BECKMAN COULTER, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
2.50% Senior Convertible Notes Due 2036
(Title of Class of Securities)
075811AD1 and 075811AC3
(CUSIP Number of Class of Securities)
Jeffrey D. Linton
Senior Vice President and General Counsel
Beckman Coulter, Inc.
250 S. Kraemer Blvd.
Brea, CA 92821
(714) 993-5321
Calculation of Filing Fee
| Transaction valuation (1) | Amount of filing fee (2) | |
| $219,416,000 |
$25,474 | |
| (1) | Estimated for purposes of calculating the filing fee only. This amount is calculated as the aggregate outstanding principal amount of the 2.50% Senior Convertible Notes due 2036 (the “Notes”) that were not subject to an irrevocable election to convert such Notes as of July 10, 2011. |
| (2) | The amount of the filing fee, calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $116.10 for each $1,000,000 of value. |
| 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: | $25,474 | Form or Registration No.: | Schedule TO | |||||
| Filing Party: | Beckman Coulter, Inc. | Date Filed: | July 11, 2011 |
| ¨ | 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. |
| x | 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: ¨
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (this “Schedule TO”) filed by Beckman Coulter, Inc., a Delaware corporation (the “Company”), on July 11, 2011 relating to the offer by the Company to repurchase for cash all of its outstanding 2.50% Senior Convertible Notes due 2036 (the “Notes”) upon the terms and subject to the conditions set forth in (1) the Indenture (the “Base Indenture”), dated April 25, 2001, by and between the Company and Wells Fargo Bank, National Association, as successor Trustee (the “Trustee”); (2) the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of December 15, 2006, by and between the Company and the Trustee; (3) the Fourth Supplemental Indenture (together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), dated as of June 30, 2011, by and between the Company and the Trustee; (4) the Notes; and (5) the Notice and Offer to Repurchase dated July 11, 2011 filed with the Schedule TO as Exhibit (a)(1)(A) thereto (as it may be supplemented or amended from time to time, the “Offer to Repurchase”).
The information in the Offer to Repurchase is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Repurchase or in the Schedule TO.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by deleting the phrase “(a)(5) Announcement dated July 11, 2011” in its entirety and replacing it with the following:
(a)(5)(A) Announcement dated July 11, 2011.
(a)(5)(B) Notice to Trustee and Holders dated July 19, 2011.
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 19, 2011 | Beckman Coulter, Inc. | |||||
| By: | /s/ Jeffrey D. Linton | |||||
| Name: | Jeffrey D. Linton | |||||
| Title: | Senior Vice President and General Counsel | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(1) | Notice and Offer to Repurchase dated July 11, 2011.* | |
| (a)(5)(A) | Announcement dated July 11, 2011.* | |
| (a)(5)(B) | Notice to Trustee and Holders dated July 19, 2011.** | |
| (b) | None. | |
| (d)(1) | Senior Indenture, dated April 25, 2001, between Beckman Coulter, Inc. and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to the Issuer’s Amendment No. 1 to Registration Statement on Form S-3/A filed on April 26, 2001). | |
| (d)(2) | Second Supplemental Indenture dated December 15, 2006 between Beckman Coulter, Inc. and Wells Fargo Bank, National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on December 15, 2006). | |
| (d)(3) | Fourth Supplemental Indenture dated June 30, 2011 between Beckman Coulter, Inc. and Wells Fargo Bank, National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on June 30, 2011). | |
| (d)(4) | Agreement and Plan of Merger, dated as of February 6, 2011, by and among Danaher Corporation, Djanet Acquisition Corp. and Beckman Coulter, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on February 10, 2011). | |
| (d)(5) | Registration Rights Agreement, dated as of December 15, 2006, between Beckman Coulter, Inc. and Morgan Stanley & Co. Incorporated on behalf of the Initial Purchasers (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on December 15, 2006). | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed. |
| ** | Filed herewith. |
Exhibit (a)(5)(B)
NOTICE TO TRUSTEE AND HOLDERS
BECKMAN COULTER, INC.
a Delaware corporation
2.50% SENIOR CONVERTIBLE NOTES DUE 2036
CUSIP Nos. 075811AD1 and 075811AC3
Reference is made to the (i) Senior Indenture (the “Base Indenture”), dated April 25, 2001, by and between Beckman Coulter, Inc. (the “Company”), and Wells Fargo Bank, National Association (as successor Trustee) (the “Trustee”), (ii) Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of December 15, 2006, by and between the Company and the Trustee, (iii) Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and, together with the Base Indenture and the Second Supplemental Indenture, the “Indenture”), dated as of June 30, 2011, by and between the Company and the Trustee, and (iv) 2.50% Senior Convertible Notes due 2036 issued pursuant to the Second Supplemental Indenture (the “Notes”). Capitalized terms used herein but not otherwise defined have the meanings assigned to those terms in the Indenture.
* * *
THE NOTES ARE CURRENTLY CONVERTIBLE AND ARE ALSO CURRENTLY SUBJECT TO AN OFFER TO REPURCHASE.
HOLDERS WHO ELECT TO CONVERT THEIR NOTES WILL RECEIVE MORE IN CASH PER $1,000 IN PRINCIPAL AMOUNT OF NOTES THAN HOLDERS WHO TENDER THEIR NOTES IN THE OFFER TO REPURCHASE.
IF A HOLDER HAS DECIDED TO CONVERT AND DESIRES TO RECEIVE PAYMENT AS EARLY AS POSSIBLE, THEN THE HOLDER SHOULD CONVERT SOONER RATHER THAN LATER TO COMMENCE THE 24 TRADING DAY PERIOD THAT MUST ELAPSE BEFORE THE HOLDER CAN BE PAID.
* * *
CONVERSION
The Notes are currently convertible as follows:
| (i) | The current conversion right will expire on August 8, 2011. |
| (ii) | A Holder who converts its Notes will receive $1,200.7467 in cash per $1,000 in principal amount of Notes. If a Holder elects to convert its Notes, such election is irrevocable. |
| (iii) | A Holder who elects to convert its Notes will be settled on the 24th Trading Day after the date of such Holder’s election to do so. |
| a. | A Holder who elects to convert its Notes earlier during the conversion period will receive the same consideration per $1,000 in principal amount of the Notes as a Holder who |
| elects to convert later. Therefore, the only difference is the date when the consideration will actually be paid by the Company to a Holder (i.e., the settlement will always take place on the 24th Trading Day following the date a Holder elects to convert). So, if a Holder desires to convert and to receive its consideration as early as possible, the Holder should elect to convert sooner rather than later. |
| b. | For example (1) $1,000 in principal amount of Notes converted on July 19, 2011 will be settled for $1,200.7467 on August 22, 2011 and (2) $1,000 in principal amount of Notes converted on August 8, 2011 (the last date Notes may be converted during the current conversion period) will be settled for $1,200.7467 on September 12, 2011. In neither case would a Holder receive any additional payment or other consideration on account of accrued and unpaid interest. |
| c. | In order to convert the Notes, a Holder must: (i) complete, or cause to be completed, the appropriate instruction form for conversion pursuant to The Depository Trust Company’s book-entry conversion program; (ii) deliver, or cause to be delivered, by book-entry delivery an interest in the corresponding global notes; and (iii) furnish appropriate endorsements and transfer documents if required by the Company or the Trustee. |
OFFER TO REPURCHASE
The Holders also currently have the right to require the Company to repurchase their Notes:
| (i) | The offer to repurchase will expire at midnight on the end of the day on August 8, 2011. |
| (ii) | The offer to repurchase is separate from the conversion right and is required to be conducted by the Company under the Indenture. |
| (iii) | Holders who tender their Notes in the pending tender offer for the Notes will only receive $1,003.6806 in cash per $1,000 in principal amount of the Notes. Such amount includes the $3.6806 in accrued but unpaid interest on each $1,000 in principal amount. |
| (iv) | The offer to repurchase is governed by the terms contained in the Offer to Repurchase dated July 11, 2011. Holders may obtain copies of the Offer to Repurchase free of charge at the SEC’s website (www.sec.gov) or from the Depositary. Wells Fargo Bank, National Association is the Depositary for the Offer to Repurchase and can be reached at (800) 344-5128. Free copies of the Offer to Repurchase will be made available by the Company by mail to c/o: Beckman Coulter, Inc., 250 S. Kraemer Blvd., CA 92821, Attention: Corporate Secretary. |
IF YOU DO NOTHING
If a Holder does not either convert its Notes or tender its Notes into the offer to repurchase by August 8, 2011, its Notes will remain outstanding (and will continue to accrued 2.50% annualized interest pursuant to the terms of the Notes).
The Indenture specifies that any Notes that remain outstanding after August 8, 2011 will be convertible by the Holders at any time on or after December 15, 2013. Additionally, Holders will have the right to require the Company to repurchase their Notes at par plus accrued and unpaid interest on December 15, 2013.
Pursuant to the terms of the Indenture, the Notes, to the extent convertible, will only be convertible into cash in an amount based on the cash consideration received by holders of the Company’s common stock in the recent merger of the Company with Djanet Acquisition Corp. The Notes will not be convertible into common stock of the Company, Danaher Corporation or any other entity.
The Notes will be redeemable by the Company at par plus accrued and unpaid interest at any time beginning on December 20, 2013. THE COMPANY CURRENTLY EXPECTS TO REDEEM THE NOTES THAT ARE THEN OUTSTANDING, FOR PAR PLUS ACCRUED AND UNPAID INTEREST, AS PROMPTLY AS PRACTICABLE THEREAFTER, ALTHOUGH IT IS NOT OBLIGATED TO DO SO AND WILL DECIDE WHETHER TO DO SO BASED ON THE FACTS AND CIRCUMSTANCES AS THEY EXIST AT SUCH TIME.
QUESTIONS?
Contact:
You can contact the Company at (714) 961-4507 and Okapi Partners LLC at (877) 274-8654, for assistance.
With respect to the required offer to repurchase, you can contact Wells Fargo Bank, National Association is the Depositary for the Repurchase Offer and can be reached at (800) 344-5128.
Statements in this document are not strictly historical, including statements regarding events or developments that the Company believes or anticipates will or may occur in the future, are forward-looking statements, and are subject to risks and uncertainties. Forward-looking statements speak only as of the date of this document and the Company disclaims any duty to update any forward looking statements except where required by law.
This notice does not constitute an offer nor is it a solicitation to buy or sell any securities. The complete terms and conditions of the Offer to Repurchase are set forth in the Offer to Repurchase that has been filed with the SEC. Holders are urged to read the Offer to Repurchase carefully because it contains important information regarding the Repurchase Offer. Holders may obtain copies of the Offer to Repurchase free of charge at the SEC’s website (www.sec.gov) or the Depositary at the number listed above. In addition, free copies of the Offer to Repurchase will be made available by the Company by mail at the addressed listed above.
No representation is made as to the accuracy or correctness of any CUSIP number in this notice or printed on the Notes. The CUSIP numbers set forth above are included solely for the convenience of the holders of the Notes.
This Notice is dated July 19, 2011.
| BECKMAN COULTER, INC. |
| Issuer |