Amended Tender Offer Statement by Issuer (sc To-i/a)
15 Mai 2023 - 10:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Amendment No. 1)
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Hello Group
Inc.
(Name of Subject Company (Issuer))
Hello Group Inc.
(Name of
Filing Person (Issuer))
1.25% Convertible Senior Notes due 2025
(Title of Class of Securities)
60879BAB3
(CUSIP Number
of Class of Securities)
Cathy Hui Peng
Chief
Financial Officer
Tel: +86-10-5731-0567
20th Floor, Block B
Tower 2, Wangjing SOHO
No. 1 Futongdong Street
Chaoyang District, Beijing 100102
People’s Republic of China
with copy to:
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| Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
46/F, Tower II, Jing An Kerry Centre
1539 Nanjing West Road
Shanghai 200040, China
+86 (21) 6193-8200 |
|
Yilin Xu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jianguomenwai Avenue
Chaoyang District Beijing
100004, China +86 (10) 6535-5500 |
(Name, address and telephone number of person authorized to receive notices and communications on behalf of
the filing person)
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☐ |
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:
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☐ |
third-party tender offer subject to Rule 14d-1.
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☒ |
issuer tender offer subject to Rule 13e-4. |
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☐ |
going-private transaction subject to Rule 13e-3.
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☐ |
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: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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INTRODUCTORY STATEMENT
This Amendment No. 1 to Schedule TO (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO that
was initially filed by Hello Group Inc. (the “Company”) on May 5, 2023 (the “Schedule TO”) relating to the Company’s 1.25% Convertible Senior Notes due 2025 (the “Notes”).
The purpose of this Amendment No. 1 is to file the amended and restated repurchase right notice of the Company to holders of the Notes, dated
May 15, 2023, as an exhibit. The information contained in the Schedule TO, as amended and supplemented by the information contained in Item 12 below, is incorporated herein by reference. This Amendment No. 1 amends and supplements the Schedule TO as
set forth below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO.
2
Item 12 of the Schedule TO is hereby amended as set forth below.
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| (a) Exhibits. |
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| (a)(1)† |
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Amended and Restated Repurchase Right Notice to Holders of 1.25% Convertible Senior Notes due 2025 issued by the Company, dated as of May 15, 2023. |
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| (a)(5)(A)* |
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Press Release issued by the Company, dated as of May 5, 2023. |
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| (b) |
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Not applicable. |
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| (d) |
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Indenture, dated as of July 2, 2018, between the Company and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.20 of our annual report on Form 20-F (File No. 001-36765) filed with the Securities and Exchange Commission on April 26, 2019). |
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |
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| (b) Filing Fee Exhibit. |
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| * |
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Filing Fee Table. |
3
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.
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| Hello Group Inc. |
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| By: |
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/s/ Cathy Hui Peng |
| Name: Cathy Hui Peng |
| Title: Chief Financial Officer |
Dated: May 15, 2023
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