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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ziprealty (MM) | NASDAQ:ZIPR | 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% | 6.74 | 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
ZIPREALTY, INC.
(Name of Subject Company Issuer)
HONEYCOMB ACQUISITION, INC.
REALOGY GROUP LLC
(Names of Filing Persons Offerors)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
98974V107
(CUSIP Number of Class of Securities)
Marilyn J. Wasser
Executive Vice President and
General Counsel
Realogy Group LLC
175 Park Avenue
Madison, NJ 07940
(973) 407-5370
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Barbara L. Becker
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4035
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$166,174,086.15 | $21,403.22 | |
* | Estimated solely for purposes of calculating the filing fee. The transaction value was determined by adding (1) 21,832,783 shares of common stock of ZipRealty, Inc. (ZipRealty), par value 0.001 per share (the Shares), multiplied by the offer price of $6.75 per Share and (ii) 5,095,610 Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $6.75 per Share, multiplied by $3.69, which is the offer price of $6.75 per Share minus the weighted average exercise price for such options of $3.06 per Share. The calculation of the transaction value is based on information provided by ZipRealty as of July 14, 2014. |
** | The filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2014, issued August 30, 2013, by multiplying the transaction valuation by 0.0001288. |
¨ | 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: |
Not applicable. | |
Form or Registration No.: |
Not applicable. | |
Filing Party: |
Not applicable. | |
Date Filed: |
Not applicable. |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which this statement relates:
x | third party tender offer subject to Rule 14d-l |
¨ | 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. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO (this Schedule TO ) relates to the offer by Honeycomb Acquisition, Inc. ( Purchaser ), a Delaware corporation and a wholly-owned indirect subsidiary of Realogy Group LLC ( Realogy ), to purchase all outstanding shares of common stock, par value $0.001 per share (individually, a Share and collectively, the Shares ), of ZipRealty, Inc. ( ZipRealty ), for $6.75 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 2014 (together with any amendments and supplements thereto, the Offer to Purchase ), and the related Letter of Transmittal (together with any amendments and supplements thereto, the Letter of Transmittal and, together with the Offer to Purchase, the Offer ), copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of July 15, 2014, by and among Realogy, Purchaser and ZipRealty (the Merger Agreement ), a copy of which is attached hereto as Exhibit (d)(1) and 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.
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase titled Summary Term Sheet 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 ZipRealty, Inc., a Delaware corporation. ZipRealtys principal executive offices are located at 2000 Powell Street, Suite 300, Emeryville CA 94608. ZipRealtys telephone number at such address is (510) 735-2600.
(b) This Schedule TO relates to all of the outstanding Shares. ZipRealty has advised Purchaser and Realogy that, as of the close of business, on July 14, 2014, the most recent practicable date, there were an aggregate of (i) 21,832,783 Shares issued and outstanding, (ii) 5,265,368 Shares underlying outstanding and unexercised stock options, (iii) 0 Shares subject to forfeiture restrictions, repurchase rights or other restrictions under ZipRealtys stock option plans and (iv) 0 Shares underlying outstanding and unsettled restricted stock units (including time-vesting and performance-vesting restricted stock units).
(c) The information set forth in Section 6 Price Range of Shares of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
This Schedule TO is filed by Purchaser and Realogy. The information set forth in Section 9 Certain Information Concerning Purchaser and Realogy in the Offer to Purchase and in Schedule I of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the sections of the Offer to Purchase titled Summary Term Sheet and Introduction, and Section 9 Certain Information Concerning Purchaser and Realogy, Section 11 Contacts and Transactions with ZipRealty; Background of the Offer, Section 12 Purpose of the Offer; Plans for ZipRealty; Appraisal Rights and Section 13 The Transaction Documents of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
The information set forth in the sections of the Offer to Purchase titled Summary Term Sheet and Introduction, and Section 7 Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations, Section 12 Purpose of the Offer; Plans for ZipRealty; Appraisal Rights and Section 13 The Transaction Documents of the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth in Section 10 Source and Amount of Funds of the Offer to Purchase is incorporated herein by reference.
Item 8. Interests in Securities of the Subject Company.
The information set forth in Section 9 Certain Information Concerning Purchaser and Realogy, Section 12 Purpose of the Offer; Plans for ZipRealty; Appraisal Rights and Section 13 The Transaction Documents of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the section of the Offer to Purchase titled Introduction and Section 11 Contacts and Transactions with ZipRealty; Background of the Offer and Section 17 Fees and Expenses of the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a)(1) Except as disclosed in Items 1 through 10 above, there are no present or proposed material agreements, arrangements, understandings or relationships between (i) Realogy, Purchaser, or any of their respective executive officers, directors, controlling persons or subsidiaries and (ii) ZipRealty or any of its executive officers, directors, controlling persons or subsidiaries.
(a)(2)-(5) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Section 1 Terms of the Offer, Section 7 Possible Effects of the Offer on the Market for the Shares; Stock Exchange Listing(s); Registration under the Exchange Act; Margin Regulations, Section 13 The Transaction Documents, Section 15 Conditions of the Offer and Section 16 Certain Legal Matters; Regulatory Approvals 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, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference.
Item 12. Exhibits.
Exhibit
|
Description |
|
(a)(1)(A) | Offer to Purchase, dated July 16, 2014 | |
(a)(1)(B) | Letter of Transmittal |
Exhibit
|
Description |
|
(a)(1)(C) | Notice of Guaranteed Delivery | |
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(F) | Summary Advertisement as published in the New York Times on July 16, 2014 | |
(a)(2) | Not applicable | |
(a)(3) | Not applicable | |
(a)(4) | Not applicable | |
(a)(5)(A) | Joint Press Release issued by Realogy Holdings Corp. and ZipRealty, Inc., dated as of July 15, 2014 (incorporated by reference from Exhibit 99.2 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(a)(5)(B) | Investor Script of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.1 to Realogy Group LLCs Schedule TO-C filed on July 15, 2014) | |
(a)(5)(C) | Investor Presentation of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.2 to Realogy Group LLCs Schedule TO-C filed on July 15, 2014) | |
(a)(5)(D) | Investor Questions and Answers of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.1 to Realogy Group LLCs Schedule TO-C filed on July 16, 2014) | |
(b) | Not applicable | |
(d)(1) | Agreement and Plan of Merger, dated as of July 15, 2014, by and among Realogy Group LLC, Honeycomb Acquisition, Inc. and ZipRealty, Inc. (incorporated by reference from Exhibit 2.1 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(d)(2) | Tender and Voting Agreement, dated as of July 15, 2014, by and among Realogy Group LLC, Honeycomb Acquisition, Inc., ZipRealty, Inc. and certain stockholders of ZipRealty, Inc. (incorporated by reference from Exhibit 99.1 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(g) | Not applicable | |
(h) | Not applicable |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Honeycomb Acquisition, Inc. |
||||
By: |
/s/ Anthony E. Hull |
|||
Name: | Anthony E. Hull | |||
Title: | Executive Vice President and Treasurer |
Realogy Group LLC |
||||
By: |
/s/ Anthony E. Hull |
|||
Name: | Anthony E. Hull | |||
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Date: July 16, 2014
EXHIBIT INDEX
Exhibit
|
Description |
|
(a)(1)(A) | Offer to Purchase, dated July 16, 2014 | |
(a)(1)(B) | Letter of Transmittal | |
(a)(1)(C) | Notice of Guaranteed Delivery | |
(a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
(a)(1)(F) | Summary Advertisement as published in the New York Times on July 16, 2014 | |
(a)(2) | Not applicable | |
(a)(3) | Not applicable | |
(a)(4) | Not applicable | |
(a)(5)(A) | Joint Press Release issued by Realogy Holdings Corp. and ZipRealty, Inc., dated as of July 15, 2014 (incorporated by reference from Exhibit 99.2 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(a)(5)(B) | Investor Script of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.1 to Realogy Group LLCs Schedule TO-C filed on July 15, 2014) | |
(a)(5)(C) | Investor Presentation of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.2 to Realogy Group LLCs Schedule TO-C filed on July 15, 2014) | |
(a)(5)(D) | Investor Questions and Answers of July 15, 2014 Realogy Investor call (incorporated by reference from Exhibit 99.1 to Realogy Group LLCs Schedule TO-C filed on July 16, 2014) | |
(b) | Not applicable | |
(d)(1) | Agreement and Plan of Merger, dated as of July 15, 2014, by and among Realogy Group LLC, Honeycomb Acquisition, Inc. and ZipRealty, Inc. (incorporated by reference from Exhibit 2.1 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(d)(2) | Tender and Voting Agreement, dated as of July 15, 2014, by and among Realogy Group LLC, Honeycomb Acquisition, Inc., ZipRealty, Inc. and certain stockholders of ZipRealty, Inc. (incorporated by reference from Exhibit 99.1 to Realogy Holdings Corp. and Realogy Group LLCs Current Report on Form 8-K filed on July 15, 2014) | |
(g) | Not applicable | |
(h) | Not applicable |
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