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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Retailmenot - Series 1 | NASDAQ:SALE | 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% | 11.575 | 11.55 | 11.60 | 0 | 01:00:00 |
Transaction Valuation*
|
Amount of Filing Fee**
|
$602,167,852.63
|
$69,791.25
|
*
|
Estimate for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 48,304,216 shares of Series 1 common stock, par value $0.001 per share (the “Shares”), of RetailMeNot, Inc. (“RetailMeNot”) issued and outstanding, multiplied by the offer price of $11.60 per share (the “Offer Price”);
plus
(ii) 4,505,073 Shares subject to issuance in respect of service-based restricted stock units multiplied by the Offer Price;
plus
(iii) 709,424 Shares subject to issuance in respect of performance-based restricted stock units (assuming applicable performance conditions are satisfied at target performance) multiplied by the Offer Price;
plus
(iv) 1,834,757 Shares subject to issuance upon exercise of outstanding RetailMeNot service-based stock options with an exercise price below the Offer Price, multiplied by (A) the Offer Price
minus
(B) $6.81, the weighted-average exercise of such service-based stock options;
plus
(v) 102,100 Shares subject to issuance upon exercise of outstanding RetailMeNot performance-based stock options with an exercise price below the Offer Price (assuming applicable performance conditions are satisfied at target performance) multiplied by (A) the Offer Price
minus
(B) $6.63, the weighted-average exercise of such performance-based stock options;
plus
(vi) 132,615 Shares estimated to be issuable pursuant to the RetailMeNot Employee Stock Purchase Plan prior to the closing of the Offer multiplied by the Offer Price; and (vii) 44,528 RetailMeNot restricted stock units estimated to be granted in April 2017 multiplied by the Offer Price;
minus
(viii) $30 million, representing a portion of the RetailMeNot equity awards that will not be paid at the closing of the transaction but rather will vest over time in accordance with their existing vesting schedule.
The calculation of the filing fee is based on information provided by RetailMeNot as of April 6, 2017.
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||
**
|
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the Transaction Valuation by 0.0001159.
|
||
☑
|
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.
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Amount Previously Paid: $69,791.25
|
Filing
Party:
Harland Clarke Holdings Corp. and R Acquisition Sub, Inc.
|
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Form or Registration No.: Schedule TO
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Date Filed: April 24, 2017
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☑
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third-party tender offer subject to Rule 14d-1.
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☐
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issuer tender offer subject to Rule 13e-4.
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☐
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going-private transaction subject to Rule 13e-3.
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☐
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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☑
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R ACQUISITION SUB, INC.
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By:
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/s/
Lee Ann Stevenson
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Name:
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Lee Ann Stevenson
|
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Title:
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Senior Vice President, General Counsel and Secretary
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HARLAND CLARKE HOLDINGS CORP.
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By:
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/s/
Lee Ann Stevenson
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Name:
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Lee Ann Stevenson
|
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Title: | General Counsel and Secretary |
Exhibit No.
|
Description
|
|
(a)(1)(A)
|
Offer to Purchase, dated April 24, 2017.*
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(a)(1)(B)
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Form of Letter of Transmittal.*
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(a)(1)(C)
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Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(D)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
|
Joint Press Release issued by Harland Clarke Holdings Corp. and RetailMeNot, Inc. on April 10, 2017 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by RetailMeNot, Inc. with the Securities and Exchange Commission on April 10, 2017).
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(a)(1)(F)
|
Summary Advertisement as published in the
New York Times
on April 24, 2017.*
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(a)(5)(A)
|
Complaint filed in the United States District Court for the District of Delaware, captioned Louis Scarantino, On Behalf of Himself and All Others Similarly Situated v. RetailMeNot, Inc., Thomas Ball, Jeff Crowe, Eric Korman, Jules Maltz, Gokul Rajaram, Greg Santora, Brian Sharples, Tamar Yehoshua, Cotter Cunningham, Harland Clarke Holdings Corp., and R Acquisition Sub, Inc. (incorporated by reference to Exhibit (a)(5)(F) to Amendment No. 1 to the Schedule 14D-9 of RetailMeNot, Inc. filed with the Securities and Exchange Commission on April 28, 2017).
|
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(a)(5)(B)
|
Complaint filed in the United States District Court for the District of Delaware, captioned Ashley Boening, On Behalf of Himself and All Others Similarly Situated v. RetailMeNot, Inc, Thomas Ball, Jeff Crowe, Eric Korman, Jules Maltz, Gokul Rajaram, Greg Santora, Brian Sharples, Tamar Yehoshua, Cotter Cunningham, Harland Clarke Holdings Corp., and R Acquisition Sub, Inc. (incorporated by reference to Exhibit (a)(5)(G) to Amendment No. 5 to the Schedule 14D-9 of RetailMeNot, Inc. filed with the Securities and Exchange Commission on May 12, 2017).
|
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(a)(5)(C)
|
Complaint filed in the United States District Court for the District of Delaware, captioned Edward McNally, On Behalf of Himself and All Others Similarly Situated v. RetailMeNot, Inc., C. Thomas Ball, Jeffrey M. Crowe, Eric Korman, Jules A. Maltz, Gokul Rajaram, Greg J. Santora, Brian H. Sharples, Tamar Yehoshua and G. Cotter Cunningham. (incorporated by reference to Exhibit (a)(5)(H) to Amendment No. 5 to the Schedule 14D-9 of RetailMeNot, Inc. filed with the Securities and Exchange Commission on May 12, 2017).
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Exhibit No.
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Description
|
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Press release, dated May 23, 2017.
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(b)(1)
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Amended and Restated Commitment Letter, dated as of April 17, 2017, among Credit Suisse Securities AG, Credit Suisse Securities (USA) LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc., Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Jefferies Finance LLC and Harland Clarke Holdings Corp.*
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(d)(1)
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Agreement and Plan of Merger, dated as of April 10, 2017, by and among Harland Clarke Holdings Corp., R Acquisition Sub, Inc. and RetailMeNot, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RetailMeNot, Inc. with the Securities and Exchange Commission on April 10, 2017).
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(d)(2)
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Confidentiality Agreement, dated January 10, 2017, between RetailMeNot, Inc. and Valassis Communications, Inc., a wholly owned subsidiary of Harland Clarke Holdings Corp.*
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(g)
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None.
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(h)
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None.
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1 Year RETAILMENOT, INC. Chart |
1 Month RETAILMENOT, INC. Chart |
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