UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3 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
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$219,219,756.90
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$25,407.57
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(1)
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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
Rightsides 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 Companys 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.
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(2)
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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.
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☒
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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.
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Amount Previously Paid:
Form or Registration No.:
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$25,407.57
Schedule TO
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Filing Party:
Date Filed:
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Donuts Inc.
June 27, 2017
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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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. 3 (this
Amendment
) amends and supplements the Tender Offer
Statement on Schedule TO filed 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 DTS Sub Inc., a Delaware corporation (
Purchaser
) and a wholly-owned subsidiary of Donuts Inc., a Delaware corporation (
Parent
), 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, 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 and its applicable
exhibits remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO (or applicable exhibit, as applicable).
Items 1 through 11 in the Schedule TO and Exhibit(a)(1)(A) to the Schedule TO (Offer to Purchase)
The Offer to Purchase and Items 1 through 11 of the Schedule TO, insofar as such items incorporate sections of the Offer to Purchase as amended below, are
hereby amended and supplemented as follows:
Section 15 Certain Conditions of the Offer of the Offer to Purchase is hereby amended
and supplemented by deleting the paragraph immediately following subsection (2)(i) of that section on page 45 in its entirety and replacing it with the following:
The foregoing conditions are for the sole benefit of Parent and Purchaser and may be waived by Parent and Purchaser, in
whole or in part at any time and from time to time at or prior to the Expiration Time, in the sole discretion of Parent and Purchaser;
provided
that the Minimum Condition may be waived by Parent and Purchaser only with the prior written
consent of the Company, which may be granted or withheld in the Companys sole discretion. If any of the conditions referred to above is triggered, Parent or Purchaser will promptly notify Company stockholders whether or not the triggered
condition has been waived.
Section 19 Miscellaneous of the Offer to Purchase is hereby amended and supplemented by deleting
the first paragraph of that section on page 48 in its entirety and replacing it with the following:
The Offer is
being made to all holders of the Shares. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, blue sky or other valid laws of such jurisdiction. If we become
aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to U.S. state statute, we will make a good faith effort to
comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdictions where
applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by
the Purchaser.
-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 12, 2017
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DTS Sub Inc.
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By:
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/s/ A
LVARO
A
LVAREZ
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Name:
Title:
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Alvaro Alvarez
Vice President and
Secretary
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Donuts Inc.
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By:
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/s/ A
LVARO
A
LVAREZ
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Name:
Title:
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Alvaro Alvarez
SVP, General Counsel and
Secretary
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EXHIBIT LIST
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated June 27, 2017.*
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(a)(1)(B)
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Form of Letter of Transmittal.*
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Summary Advertisement as published in The New York Times on June 27, 2017.*
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(a)(5)(A)
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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).*
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(a)(5)(B)
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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).*
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(a)(5)(C)
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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).*
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(a)(5)(D)
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Joint press release issued by Parent and Rightside, dated July 7, 2017.*
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(b)
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Debt Commitment Letter, dated June 13, 2017, by and among Silicon Valley Bank and Parent.*
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(d)(1)
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Agreement and Plan of Merger, dated as of June 13, 2017, among Parent, Purchaser and Rightside (incorporated by reference to Exhibit 2.1 of Rightsides Current Report on Form 8-K filed on June 14, 2017).*
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(d)(2)
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Confidentiality Agreement between Parent and Rightside, dated as of March 27, 2017, and amended as of May 25, 2017.*
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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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* Previously filed with the Schedule TO.
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