Amended Tender Offer Statement by Third Party (sc To-t/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

 

 

PROCERA NETWORKS, INC.

(Name of Subject Company (Issuer))

KDR ACQUISITION, INC.

KDR HOLDING, INC.

(Name of Filing Persons (Offerors))

FRANCISCO PARTNERS IV, L.P.

FRANCISCO PARTNERS IV-A, L.P.

(Names of Filing Persons (Others))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

74269U203

(CUSIP Number of Class of Securities)

Andrew Kowal

KDR Acquisition, Inc.

KDR Holding, Inc.

c/o Francisco Partners

One Letterman Drive

Building C – Suite 410

San Francisco, CA 94129

[phone]

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

 

 

Copy to:

Michael J. Kennedy

Jeffrey C. Wolf

Shearman & Sterling LLP

Four Embarcadero Center, Suite 3800

San Francisco, CA 94111

[phone]

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee**
$240,880,690		$27,990

*

Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Procera Networks, Inc. (“Procera”), at a purchase price of $11.50 per Share, net to the seller in cash, without interest thereon and subject to deduction for any withholding taxes. The underlying value of the transaction was calculated based on the sum of: (i) 20,788,385 issued and outstanding Shares (including 85,000 unvested restricted stock awards), multiplied by $11.50 per Share; (ii) 241,679 Shares underlying outstanding options with an exercise price that is less than $11.50 per Share which are vested or scheduled to vest prior to the outside date of the offer, multiplied by $5.33 per Share (which is equal to the difference between $11.50 and $6.17, the weighted average exercise price of such options that have an exercise price that is less than $11.50 per Share); and (iii) 45,749 Shares subject to outstanding restricted stock units which are scheduled to vest prior to the outside date of the offer, multiplied by $11.50 per Share. The calculation of the filing fee is based on information provided by Procera as of April 19, 2015.

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction valuation by 0.0001162.

 

x	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:		$27,990		Filing party:		KDR Acquisition, Inc. KDR Holding, Inc. Francisco Partners IV, L.P. Francisco Partners IV-A, L.P.
Form or Registration No.:		Schedule TO-T		Date filed:		May 6, 2015

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

 

x	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.  x

 

 

 

---

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments or supplements thereto, the “Schedule TO”) previously filed by KDR Acquisition, Inc. (“Purchaser”), a Delaware corporation and wholly-owned subsidiary of KDR Holding, Inc. (“Parent”), a Delaware corporation, with the Securities and Exchange Commission on May 6, 2015. The Schedule TO relates to the cash tender offer by Purchaser to purchase all of the issued and outstanding shares of the common stock, par value $0.001 per share (the “Shares”), of Procera Networks, Inc. (“Procera”), a Delaware corporation, at $11.50 per Share, net to the seller in cash, without interest thereon and subject to deduction for any applicable withholding taxes, upon the terms and conditions set forth in the Offer to Purchase for Cash, dated May 6, 2015 (together with any subsequent amendments or supplements thereto, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) that accompanied such Offer to Purchase, a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO.

Except as set forth below, the information set forth in the Schedule TO and the Offer to Purchase remains unchanged and is incorporated herein by reference. Capitalized terms used but not otherwise defined in this Amendment No. 3 shall have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

Items 1 through 9 and 11.

The Offer to Purchase and Items 1 through 9 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:

“The Offer expired at 12:00 a.m. midnight, New York City time, at the end of the day on Thursday, June 4, 2015, as scheduled and was not extended. The Depositary advised Parent and Purchaser that, as of the expiration of the Offer, a total of 16,529,499 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which tendered Shares represent approximately 79% of the issued and outstanding Shares. Purchaser has accepted for payment all such Shares validly tendered and not validly withdrawn pursuant to the Offer. The Depositary also advised Parent and Purchaser that it has received Notices of Guaranteed Delivery with respect to 381,637 additional Shares, representing approximately 1.8% of the issued and outstanding Shares.

Promptly following consummation of the Offer, Parent and Purchaser intend to complete the acquisition of Procera through the Merger without a meeting of stockholders of Procera in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share then issued and outstanding (other than the Shares owned by Procera, Parent or Purchaser, or any of their subsidiaries, or by Procera’s stockholders who validly exercised and perfected their appraisal rights under Delaware law) will be converted into the right to receive the Offer Price, without interest and subject to deduction for any required withholding of taxes. All Shares that are converted into the right to receive the Offer Price will be canceled and will cease to exist. Procera will be the Surviving Corporation in the Merger and will become a wholly owned subsidiary of Parent.

On June 5, 2015, Procera and the Sponsors issued a joint press release announcing the expiration and results of the Offer and the expected consummation of the Merger. A copy of the joint press release is attached hereto as Exhibit (a)(5) and incorporated herein by reference.”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

 

Exhibit No.		Description
(a)(5)		Press Release issued by Procera Networks, Inc. and Francisco Partners dated June 5, 2015

 

2

---

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.

 

KDR ACQUISITION, INC.
By:		/s/ Andrew Kowal
Name:		Andrew Kowal
Title:		President
KDR HOLDING, INC.
By:		/s/ Andrew Kowal
Name:		Andrew Kowal
Title:		President
FRANCISCO PARTNERS IV, L.P.
By:		FRANCISCO PARTNERS GP IV, L.P.
Its:		General Partner
By:		FRANCISCO PARTNERS GP IV MANAGEMENT LIMITED
Its:		General Partner
By:		/s/ Andrew Kowal
Name:		Andrew Kowal
Title:		Managing Director
FRANCISCO PARTNERS IV-A, L.P.
By:		FRANCISCO PARTNERS GP IV, L.P.
Its:		General Partner
By:		FRANCISCO PARTNERS GP IV MANAGEMENT LIMITED
Its:		General Partner
By:		/s/ Andrew Kowal
Name:		Andrew Kowal
Title:		Managing Director

Date: June 5, 2015

---

INDEX TO EXHIBITS

 

Exhibit No.		Description
(a)(5)		Press Release issued by Procera Networks, Inc. and Francisco Partners dated June 5, 2015

Exhibit (a)(5)

Francisco Partners Announces Results of Tender Offer

Fremont and San Francisco, CA – June 5, 2015 – Francisco Partners Management, L.P. (“Francisco Partners”) today announced the results of its tender offer to purchase all of the outstanding shares of common stock of Procera Networks, Inc. (“Procera”) (NASDAQ: PKT), the global Subscriber Experience company, for $11.50 per share, net to the seller in cash, without interest and subject to deduction for any withholding taxes. The tender offer is being effected by KDR Acquisition, Inc. (“Purchaser”), an affiliate of Francisco Partners.

The depositary for the tender offer has advised Francisco Partners and Procera that, as of the expiration of the tender offer at 12:00 a.m. New York City time at the end of the day on Thursday, June 4, 2015, a total of 16,529,499 shares of Procera common stock had been validly tendered and not validly withdrawn, representing approximately 79% of Procera’s outstanding shares. All shares that were validly tendered and not validly withdrawn during the offering period have been accepted for payment by Purchaser.

The condition to the tender offer that a majority of Procera’s outstanding shares be validly tendered has now been satisfied and Francisco Partners intends to complete its acquisition of Procera later today through a merger under Section 251(h) of the General Corporation Law of the State of Delaware. In connection with the merger, each share of common stock of Procera not tendered in the tender offer (other than shares owned by Procera, Francisco Partners, or any of their subsidiaries, or by Procera’s stockholders who validly exercised and perfected their appraisal rights under Delaware law) will be converted into the right to receive $11.50 per share, net to the seller in cash, without interest and subject to deduction for any withholding taxes. This is the same price per share paid in the tender offer.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking statements related to Procera Networks, Inc., including statements about the proposed acquisition of Procera by Francisco Partners, the parties’ ability to close the proposed transaction and the expected closing date of the proposed transaction. Statements in this press release that are not historical or current facts are forward-looking statements. All forward-looking statements in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause Procera’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to: whether the proposed transaction will close; the timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction; the ability of the parties to meet other closing conditions; unexpected costs or unexpected liabilities that may result from the proposed transaction, whether or not consummated; the acceptance and adoption of Procera’s products; Procera’s ability to service and upgrade its products; lengthy sales cycles and lab and field trial delays by service providers; Procera’s ability to obtain any follow-on orders from major customers; Procera’s customers canceling orders or awards; Procera’s ability to achieve revenue recognition on awarded business; Procera’s dependence on a limited product line and key customers; its dependence on key employees; Procera’s ability to compete in its industry with companies that are significantly larger and have greater resources than Procera; Procera’s ability to manage costs effectively; Procera’s ability to protect its intellectual property rights in a global market; Procera’s ability to manufacture product quickly enough to meet potential demand; and other risks and uncertainties described more fully in Procera’s documents filed with or furnished to the SEC. More information about these and other risks that may impact Procera’s business are described in the “Risk Factors” sections of its Annual Report on Form 10-K for the year ended December 31, 2014, its subsequently filed quarterly reports, and other reports filed with the SEC, which are available free of charge on the SEC’s website at http://www.sec.gov and on Procera’s website at http://www.proceranetworks.com. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements in this press release are based on information available to Procera as of the date hereof, and Procera undertakes no obligation to update, amend or clarify any forward-looking statement for any reason.

 

1

---

About Procera Networks, Inc.

Procera Networks, Inc. (NASDAQ: PKT), the global Subscriber Experience company, is revolutionizing the way operators and vendors monitor, manage and monetize their network traffic. Elevate your business value and improve customer experience with Procera’s sophisticated intelligence solutions. For more information, visit www.proceranetworks.com or follow Procera on Twitter at @ProceraNetworks.

About Francisco Partners

Francisco Partners is a leading global private equity firm, which specializes in investments in technology and technology-enabled services businesses. Since its launch over 15 years ago, Francisco Partners has raised approximately $10 billion in capital and invested in more than 150 technology companies, making it one of the most active and longstanding investors in the technology industry. The firm invests in transaction values ranging from $50 million to over $2 billion, where the firm’s deep sectoral knowledge and operational expertise can help companies realize their full potential.

Investor Relations Contact

Michael Bishop

Blueshirt Group (for Procera Networks)

[e-mail]

1-415-217-4968

Media Contact

Bob Eastwood

Engage PR (for Procera Networks)

[e-mail]

1-510-748-8200 x215

For Francisco Partners

Katie Wood Znameroski

[e-mail]

1-650-801-7952

 

2