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Name | Symbol | Market | Type |
---|---|---|---|
Global X Funds Global X MSCI China Communication Services ETF | AMEX:CHIC | AMEX | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.25 | 0 | 01:00:00 |
Transaction Valuation(1) | Amount of Filing Fee(2) | ||||
$397,496,295.00
|
$22,180.29 | ||||
(1) | Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by multiplying (i) 22,714,074 shares of common stock, par value $0.01 per share (the Common Stock ), of Charlotte Russe Holding, Inc. ( Charlotte Russe ), including the associated rights to purchase shares of Series A Junior Preferred Stock, par value $0.01 per share, of Charlotte Russe (collectively with the Common Stock, the Shares ), issued and outstanding (determined on a fully diluted basis) after giving effect to the exercise, conversion or termination of all options, warrants, rights and securities exercisable or convertible into or for Shares and (ii) the offer price of $17.50 per Share. The calculation of the filing fee is based on Charlotte Russes representation of its capitalization as of August 11, 2009. | |
(2) | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for fiscal year 2009, issued March 11, 2009, by multiplying the transaction value by 0.0000558. |
o | 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: None
|
Filing Party: N/A | |
Form of Registration No.: N/A
|
Date Filed: N/A |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
þ | Third-party tender offer subject to Rule 14d-1. | ||
o | Issuer tender offer subject to Rule 13e-4. | ||
o | Going-private transaction subject to Rule 13e-3. | ||
o | Amendment to Schedule 13D under Rule 13d-2. |
(i) | The consideration offered consists solely of cash; | ||
(ii) | the Offer is not subject to any financing condition; and | ||
(iii) | the Offer is for all outstanding securities of the subject class. |
Exhibit | Exhibit Name | |
(a)(1)(A)
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Offer to Purchase dated August 31, 2009. * | |
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9). * | |
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(a)(1)(C)
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Notice of Guaranteed Delivery. * | |
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
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(a)(5)(A)
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Press Release issued by Parent and the Purchaser on August 24, 2009 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent and the Purchaser on August 24, 2009). | |
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(a)(5)(B)
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Form of Summary Advertisement as published on August 31, 2009 in The Wall Street Journal. | |
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(a)(5)(C)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to John Goodman. | |
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(a)(5)(D)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Emilia Fabricant. | |
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(a)(5)(E)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Frederick Silny. | |
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(a)(5)(F)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Edward Wong. | |
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(a)(5)(G)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Sandra Tillet. | |
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(a)(5)(H)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Zina Rabinovich. | |
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(a)(5)(I)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Kara Stangl. | |
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(b)
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Not applicable. | |
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(d)(1)
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Agreement and Plan of Merger, dated as of August 24, 2008, by and among Charlotte Russe, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). | |
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(d)(2)
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Guarantee of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership, Advent International GPE VI-E Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership in favor of Charlotte Russe, dated August 24, 2009 (incorporated by reference to Exhibit 2.2 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). |
Exhibit | Exhibit Name | |
(d)(3)
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Guarantee of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership in favor of Charlotte Russe, dated August 24, 2009 (incorporated by reference to Exhibit 2.3 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). | |
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(d)(4)
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Confidentiality Agreement, dated March 16, 2009, by and between Cowen and Company, LLC (on behalf of Charlotte Russe) and Advent International Corporation. | |
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(g)
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Not applicable. | |
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(h)
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Not applicable. |
* | Included in mailing to stockholders. |
ADVENT CR HOLDINGS, INC.
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By: | /s/ Andrew W. Crawford | |||
Name: | Andrew W. Crawford | |||
Title: | Director and President | |||
ADVENT CR, INC.
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By: | /s/ Andrew W. Crawford | |||
Name: | Andrew W. Crawford | |||
Title: | Director and President | |||
Exhibit | Exhibit Name | |
(a)(1)(A)
|
Offer to Purchase dated August 31, 2009. * | |
|
||
(a)(1)(B)
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9). * | |
|
||
(a)(1)(C)
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Notice of Guaranteed Delivery. * | |
|
||
(a)(1)(D)
|
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
|
||
(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * | |
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||
(a)(5)(A)
|
Press Release issued by Parent and the Purchaser on August 24, 2009 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Parent and the Purchaser on August 24, 2009). | |
|
||
(a)(5)(B)
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Form of Summary Advertisement as published on August 31, 2009 in The Wall Street Journal. | |
|
||
(a)(5)(C)
|
Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to John Goodman. | |
|
||
(a)(5)(D)
|
Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Emilia Fabricant. | |
|
||
(a)(5)(E)
|
Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Frederick Silny. | |
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||
(a)(5)(F)
|
Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Edward Wong. | |
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||
(a)(5)(G)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Sandra Tillet. | |
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||
(a)(5)(H)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Zina Rabinovich. | |
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||
(a)(5)(I)
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Employment Arrangement Term Sheet, dated August 24, 2009, offered by Parent and Purchaser to Kara Stangl. | |
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||
(b)
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Not applicable. | |
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(d)(1)
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Agreement and Plan of Merger, dated as of August 24, 2008, by and among Charlotte Russe, Parent and the Purchaser (incorporated by reference to Exhibit 2.1 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). | |
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||
(d)(2)
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Guarantee of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership, Advent International GPE VI-E Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership in favor of Charlotte Russe, dated August 24, 2009 (incorporated by reference to Exhibit 2.2 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). |
Exhibit | Exhibit Name | |
(d)(3)
|
Guarantee of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership in favor of Charlotte Russe, dated August 24, 2009 (incorporated by reference to Exhibit 2.3 to Charlotte Russes Current Report on Form 8-K filed with the Securities and Exchange Commission on August 24, 2009). | |
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(d)(4)
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Confidentiality Agreement, dated March 16, 2009, by and between Cowen and Company, LLC (on behalf of Charlotte Russe) and Advent International Corporation. | |
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(g)
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Not applicable. | |
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(h)
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Not applicable. |
* | Included in mailing to stockholders. |
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