This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this
Amendment) amends and supplements the Tender Offer Statement on Schedule TO filed by Nerdy Inc., a Delaware corporation (the Company, us or we), with the Securities and Exchange Commission (the
SEC) on August 21, 2023 (such statement filed on August 21, 2023, the Original Schedule TO and, as amended and supplemented from time to time, the Schedule TO), and relates to an offer by the Company to
each holder of the Public Warrants (as defined below) to receive 0.250 shares of Class A common stock, par value $0.0001 per share (the Class A Common Stock), of the Company in exchange for each outstanding Public Warrant of
the Company tendered by the Public Warrant Holders (as defined in the Prospectus/Offer to Exchange) and exchanged pursuant to the offer (the Offer). The Offer was made upon and subject to the terms and conditions set forth in the
Prospectus/Offer to Exchange that is included in the registration statement on Form S-4 declared effective by the SEC on September 13, 2023 (the Prospectus/Offer to Exchange), a copy of which
is attached hereto as Exhibit (a)(1)(A). Except as otherwise stated herein, the information set forth in the Original Schedule TO and each of the exhibits thereto is unchanged.
Concurrently with the Offer, we solicited consents (the Consent Solicitation) from the Public Warrant Holders, to amend the
warrant agreement, dated as of October 9, 2020 (the Warrant Agreement), by and between the Company (f/k/a TPG Pace Tech Opportunities Corp., a Cayman Islands exempted company (TPG) before our business combination (the
Business Combination)) and Continental Stock Transfer & Trust Company, as warrant agent, with respect to certain terms of the Public Warrants (the Public Warrant Amendment). In addition, all holders of the Private
Placement Warrants (as defined in the Prospectus/Offer to Exchange) and Private Placement Class B Warrants (as defined in the Prospectus/Offer to Exchange) have agreed to consent to amend the Warrant Agreement with respect to certain terms of
the Private Placement Warrants and Private Placement Class B Warrants (the Private Placement Warrant Amendment, together with the Public Warrant Amendment, the Warrant Amendment).
The Warrant Amendment will require that each Public Warrant that is outstanding upon the closing of the Offer be mandatorily exchanged for
0.2250 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer, and that each Private Placement Warrant and Private Placement Class B Warrant that is outstanding upon the closing of the
Offer be automatically exchanged or exercised, on a cashless basis, into shares of our (i) Class A Common Stock or (ii) OpCo Units (as defined in the Prospectus/Offer to Exchange) and shares of Class B Common Stock (as defined in
the Prospectus/Offer to Exchange), respectively, at the same exchange ratio as the Public Warrants in the Offer. Pursuant to the Warrant Agreement, which governs all of the Warrants, amendments made to the terms of the Public Warrants, including the
proposed Public Warrant Amendment, require the vote or written consent of holders of at least 50% of the number of the then outstanding Public Warrants, and solely with respect to any amendment to the terms of the Private Placement Warrants,
including the proposed Private Placement Warrant Amendment, the vote or written consent of at least 50% of the number of the then outstanding Private Placement Warrants and Private Placement Class B Warrants, collectively.
Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Schedule TO. You should read this
Amendment together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(1)(B).
Item 11. |
Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text: The Offer and Consent
Solicitation expired at one minute after 11:59 p.m., Eastern Standard Time, on September 25, 2023. The Company has been advised that 11,698,950 Public Warrants (including 17,848 Public Warrants tendered through guaranteed delivery),
or approximately 97.5% of the outstanding Public Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered Warrants for exchange and
settlement on or before September 28, 2023. In addition, pursuant to the Consent Solicitation, the Company received the approval of holders of approximately 97.5% of the outstanding Public Warrants to amend the Warrant Agreement, which exceeds
the required 50% threshold of the outstanding Public Warrants. The Company executed the Warrant Amendment on September 26, 2023.
On
September 26, 2023, the Company filed a Current Report on Form 8-K announcing the final results of the Offer and Consent Solicitation as set forth above. The
Form 8-K is incorporated hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.