CDI Cdi Corp. (delisted)

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

(Amendment No. 2)

CDI Corp.

(Name of Subject Company (Issuer))

Nova Merger Sub, Inc.

(Name of Filing Person—Offeror)

Nova Intermediate Parent, LLC

(Name of Filing Person—Offeror)

AE Industrial Partners Fund I, L.P.

AE Industrial Partners Fund I-A, L.P.

AE Industrial Partners Fund I-B, L.P.

AE Industrial Partners Fund I GP, LP

AeroEquity GP, LLC

AE Industrial Partners, LLC

(Names of Filing Persons—Other)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

125071100

(CUSIP Number of Class of Securities)

Wayne P. Garrett

AE Industrial Partners, LLC

2500 N. Military Trail, Suite 470

Boca Raton, FL 33431

(561) 372-7820

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Gerald T. Nowak, P.C.

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, Illinois 60654

(312) 862-2000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

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:

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto, collectively constitute the “Schedule TO”) relating to the tender offer by Nova Merger Sub, Inc., a Pennsylvania corporation (“Purchaser”) and a wholly-owned subsidiary of Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.10 per share, of CDI Corp., a Pennsylvania corporation (“CDI”), at a price of $8.25 per share net to the seller in cash, without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated August 14, 2017 (the “Offer to Purchase”), and in the related letter of transmittal.

All of the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Items 11 and 12 of this Schedule TO, and is supplemented by the information specifically provided for in this Schedule TO.

Items 1 through 9 and Item 11.

The Offer and withdrawal rights expired at 9:00 a.m., Philadelphia, Pennsylvania time, on September 12, 2017. The Depositary has advised Parent and Purchaser that, as of the expiration of the Offer, a total of 15,504,481 Shares had been validly tendered into and not withdrawn from the Offer (not including 321,104 Shares tendered pursuant to notices of guaranteed delivery), representing approximately 78% of all outstanding Shares and all Shares issuable upon the exercise or vesting, as applicable, of Company Options and Company TVDS Awards. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for payment and will promptly pay for all Shares validly tendered into and not properly withdrawn from the Offer.

On September 12, 2017, pursuant to the terms of the Merger Agreement, the Top-Up Option was automatically deemed exercised and the Purchaser purchased, at a per share price equal to the Offer Price, 3,784,116 newly issued shares of CDI’s common stock, which brought Purchaser’s ownership of Shares, when combined with the Shares acquired by Purchaser in the Offer, to more than 80% of the Shares outstanding after such purchase. The aggregate purchase price of $31,218,957 for the Top-Up Shares was paid by Purchaser partially in cash in an amount equal to the aggregate par value of the Top-Up Shares and partially by a promissory note for the remaining amount. CDI offered and sold the Top-Up Shares as a private placement pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act.

As a result of its acceptance of the Shares tendered in the Offer and its purchase of Shares pursuant to the Top-Up Option, Purchaser has acquired sufficient Shares to effect the Merger without submitting the merger to a vote of stockholders as permitted in Section 321(d)(1)(ii) of the PBCL. Accordingly, Parent and Purchaser intend to effect the Merger pursuant to Section 321(d)(1)(ii) of the PBCL. In the Merger, each outstanding Share (other than Shares owned by CDI, Purchaser or Parent or any subsidiary of CDI or Parent, or Shares as to which the holder thereof has properly demanded and not otherwise lost dissenters’ rights under Pennsylvania law) will be converted into the right to receive the Offer Price. Following the Merger, CDI will delist the Shares from the NYSE and apply for termination of registration of the Shares under the Exchange Act.

The full text of the press release issued on September 12, 2017, announcing the expiration and results of the Offer is attached as Exhibit (a)(1)(H) to the Schedule TO and is incorporated herein by reference.

SIGNATURES

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

Dated: September 12, 2017

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