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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Air Methods Corp. | NASDAQ:AIRM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 42.95 | 42.95 | 43.00 | 0 | 01:00:00 |
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
Air Methods Corporation
(Name of Subject Company (Issuer))
ASP AMC Merger Sub, Inc.
(Offeror)
a wholly-owned subsidiary of
ASP AMC Intermediate Holdings, Inc.
(Parent of Offeror)
a wholly-owned subsidiary of
ASP AMC Holdings, Inc.
(Holdings)
American Securities Partners VII, L.P.
American Securities Partners VII(B), L.P.
American Securities Partners VII(C), L.P.
American Securities Associates VII, LLC
American Securities LLC
(Other Persons)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common Stock, par value $0.06 per share
(Title of Class of Securities)
9128307
(CUSIP Number of Class of Securities)
ASP AMC Merger Sub, Inc.
c/o American Securities LLC
299 Park Avenue, 34th Floor
New York, NY 10171
Attention: Eric Schondorf
Telephone: (212) 476-8000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Michael E. Lubowitz
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount Of Filing Fee**
|
|
---|---|---|
$1,594,029,774.00 | $184,748.05 | |
Amount Previously Paid: | N/A | Filing Party: | N/A | |||
Form or Registration No.: | N/A | Date Filed: | N/A |
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: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this " Schedule TO ") is being filed by ASP AMC Merger Sub, Inc., a Delaware corporation (the " Offeror ") and a wholly-owned subsidiary of ASP AMC Intermediate Holdings, Inc., a Delaware corporation (" Parent "), which is beneficially owned by affiliated funds managed by American Securities LLC, a New York limited liability company (" American Securities "). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $43.00 per Share (the " Offer Price "), net to the seller in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 23, 2017 (the " Offer to Purchase "), and in the related Letter of Transmittal (the " Letter of Transmittal " which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the " Offer "), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of March 14, 2017, by and among Parent, the Offeror and Air Methods, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
The information set forth in the section entitled "Summary Term Sheet" of the Offer to Purchase is incorporated herein by reference.
Item 2.
Subject Company Information
.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Air Methods Corporation, a Delaware corporation. Air Methods' principal executive offices are located at 7211 South Peoria, Englewood, CO, 80112. Air Methods' telephone number is (303) 792-7400.
(b) This Schedule TO relates to the outstanding Shares. Air Methods has advised Offeror and Parent that, as of March 20, 2017 (the most recent practicable date) 36,644,628 Shares were issued and outstanding.
(c) The information set forth in Section 6 (entitled "Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
Item 3.
Identity and Background of Filing Person
.
(a) - (c) This Schedule TO is filed by Offeror and Parent. The information set forth in Section 9 (entitled "Certain Information Concerning the Offeror, Parent and Sponsor") of the Offer to Purchase and Schedule I to the Offer to Purchase is incorporated herein by reference.
Item 4.
Terms of the Transaction
.
(a)(1)(i) - (viii), (xii), (a)(2)(i) - (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
2
(a)(1)(ix) - (xi), (a)(2)(v) - (vi) Not applicable.
Item 5.
Past Contacts, Transactions, Negotiations and Agreements
.
(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
Item 6.
Purposes of the Transaction and Plans or Proposals
.
(a), (c)(1)-(7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
Item 7.
Source and Amount of Funds or Other Consideration
.
(a), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(b) Not applicable.
3
Item 8.
Interest in Securities of the Subject Company
.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
Item 9.
Persons/Assets, Retained, Employed, Compensated or Used
.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
Item 10.
Financial Statements
.
Not applicable.
Item 11.
Additional Information
.
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
4
(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference
(a)(1)(A) | Offer to Purchase, dated March 23, 2017.* | ||
|
(a)(1)(B) |
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* |
|
(a)(1)(C) |
|
Form of Notice of Guaranteed Delivery.* |
|
(a)(1)(D) |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(E) |
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(F) |
|
Text of Summary Advertisement, as published in The New York Times on March 23, 2017.* |
|
(a)(2) |
|
Not applicable. |
|
(a)(3) |
|
Not applicable. |
|
(a)(4) |
|
Not applicable. |
|
(a)(5)(A) |
|
Press Release, dated (incorporated by reference to Exhibit 99.1 to Air Methods' Current Report on Form 8-K, filed on March 14, 2017). |
|
(b)(1) |
|
Debt Commitment Letter, dated as of March 14, 2017, among Parent, Offeror, Royal Bank of Canada, Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC. (excluding Exhibits A, B and C)(the " Debt Commitment Letter ")* |
|
(b)(2) |
|
Exhibits A, B and C to the Debt Commitment Letter.* |
|
(d)(1) |
|
Agreement and Plan of Merger, dated as of March 14, 2017, by and among Parent, Offeror and Air Methods (incorporated by reference to Exhibit 2.1 to Air Methods' Current Report on Form 8-K, filed on March 14, 2017). |
|
(d)(2) |
|
Equity Commitment Letter and Limited Guarantee, dated as of March 14, 2017, by and between Parent, American Securities Partners VII, L.P., American Securities Partners VII(B), L.P. and American Securities Partners VII(C), L.P.* |
|
(d)(3) |
|
Confidentiality Agreement, dated as of September 2, 2016, by and between Air Methods and American Securities, as amended on February 13, 2017.* |
|
(g) |
|
Not applicable. |
|
(h) |
|
Not applicable. |
Item 13.
Information Required by Schedule 13E-3
.
Not applicable.
5
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.
|
ASP AMC MERGER SUB, INC. | |||||
|
By: |
/s/ Marc Saiontz
|
||||
|
Name: | Marc Saiontz | ||||
|
Title: | President | ||||
|
|
ASP AMC INTERMEDIATE HOLDINGS, INC. |
||||
|
By: |
/s/ Marc Saiontz
|
||||
|
Name: | Marc Saiontz | ||||
|
Title: | President |
Dated: March 23, 2017
6
EXHIBIT NO.
|
|
||
---|---|---|---|
(a)(1)(A) | Offer to Purchase, dated March 23, 2017.* | ||
|
(a)(1)(B) |
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* |
|
(a)(1)(C) |
|
Form of Notice of Guaranteed Delivery.* |
|
(a)(1)(D) |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(E) |
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(F) |
|
Text of Summary Advertisement, as published in The New York Times on March, 23, 2017.* |
|
(a)(2) |
|
Not applicable. |
|
(a)(3) |
|
Not applicable. |
|
(a)(4) |
|
Not applicable. |
|
(a)(5)(A) |
|
Press Release, dated March 14, 2017 (incorporated by reference to Exhibit 99.1 to Air Method's Current Report on Form 8-K, filed on March 14, 2017). |
|
(b)(1) |
|
Debt Commitment Letter, dated as of March 14, 2017, among Parent, Offeror, Royal Bank of Canada, Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC. (excluding Exhibits A, B and C)(the " Debt Commitment Letter ")* |
|
(b)(2) |
|
Exhibits A, B and C to the Debt Commitment Letter.* |
|
(d)(1) |
|
Agreement and Plan of Merger, dated as of March 14, 2017, by and among Parent, Offeror and Air Methods (incorporated by reference to Exhibit 2.1 to Air Methods' Current Report on Form 8-K, filed on March 14, 2017). |
|
(d)(2) |
|
Equity Commitment Letter and Limited Guarantee, dated as of March 14, 2017, by and between Parent, American Securities Partners VII, L.P., American Securities Partners VII(B), L.P. and American Securities Partners VII(C), L.P.* |
|
(d)(3) |
|
Confidentiality Agreement, dated as of September 2, 2016, by and between Air Methods and American Securities, as amended on February 13, 2017.* |
|
(g) |
|
Not applicable. |
|
(h) |
|
Not applicable. |
7
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