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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Greenway Medical Technologies Com USD0.0001 | NYSE:GWAY | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.35 | 0.00 | 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
Amendment No. 3
GREENWAY MEDICAL TECHNOLOGIES, INC.
(Name of Subject Company (Issuer))
CRESTVIEW ACQUISITION CORP.
VCG HOLDINGS, LLC
(Name of Filing Persons (Offerors))
VISTA EQUITY PARTNERS FUND IV, L.P.
VITERA HEALTHCARE SOLUTIONS, LLC
(Name of Filing Persons (Others))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
39679B 103
(CUSIP Number of Class of Securities)
Brian Sheth
Michael Fosnaugh
Vista Equity Partners Fund IV, L.P.
401 Congress Avenue
Suite 3100
Austin, Texas 78701
(512) 730-2400
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
David Breach, Esq.
Daniel Wolf, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
CALCULATION OF FILING FEE
Transaction Valuation(1) | Amount of Filing Fee(2) | |
$643,638,608 | $82,901 | |
|
(1) | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 29,828,204 shares of voting common stock, par value $0.0001 per share, at an offer price of $20.35 per share. The transaction value also includes 3,729,888 shares issuable pursuant to outstanding options with an exercise price less than $20.35 per share, which is calculated by (x) multiplying the number of shares underlying such options at each exercise price therefor by an amount equal to $20.35 minus such exercise price and (y) dividing such product by the offer price of $20.35 per share. The calculation of the filing fee is based on information provided by Greenway Medical Technologies, Inc. as of September 19, 2013. |
(2) | The amount of 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 value by 0.0001288. |
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: $82,901 | Filing Party: |
Crestview Acquisition Corp VCG Holdings, LLC Vista Equity Partners Fund IV, L.P. Vitera Healthcare Solutions, LLC |
||
Form of Registration No.: Schedule TO | Date Filed: | October 4, 2013 |
¨ | 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. ¨
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 Amendment No. 3 to the Tender Offer Statement on Schedule TO (together with this Amendment No. 3 and any other amendments and supplements thereto, the Schedule TO) is being filed by (i) VCG Holdings, LLC, a Delaware limited liability company (Parent), (ii) Crestview Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Purchaser), (iii) Vitera Healthcare Solutions, LLC, a Delaware limited liability company that is wholly-owned by VEPF IV (Vitera) and (iv) Vista Equity Partners Fund IV, L.P., an affiliate of each of Parent, Purchaser and Vitera (VEPF IV). This Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.0001 per share (the Shares), of Greenway Medical Technologies, Inc., a Delaware corporation (the Company), at a price of $20.35 per Share net to the seller in cash without interest and less any applicable withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated October 4, 2013 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the Offer.
Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
All the information set forth in the Offer to Purchase is incorporated by reference herein 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.
Item 3. Identity and Background of Filing Person
Item 3(a)-(c) of the Schedule TO and the disclosure in Schedule I of the Offer to Purchase are hereby amended and supplemented by deleting and replacing in its entirety the second paragraph under the subsection Directors and Executive Officers of Parent, Purchaser and Vitera with the following:
The sole member of Parent is VEPF IV AIV I, L.P., a Delaware partnership ( AIV ). The general partner of AIV and VEPF IV is Vista Equity Partners Fund IV GP, LLC ( VEP IV GP LLC ). The Senior Managing Member of VEP IV GP LLC is VEFIIGP, LLC ( VEFIIGP , and together with AIV, VEPF IV and VEP IV GP LLC, the Vista Entities ). Robert F. Smith is the Managing Member of VEFIIGP, and VEFIIGP has no other managers or executive officers. The principal office address of each of Parent and Purchaser is 401 Congress Avenue, Suite 3100, Austin, Texas 78701. The telephone number of each of Parent and Purchaser is (512) 730-2400. The principal office address of each Vista Entity is 150 California Street, 19th Floor, San Francisco, California 94111. The telephone number of each Vista Entity is (415) 765-6500. The principal office of Vitera is 430 West Boy Scout Boulevard, Suite 800, Tampa, Florida 33607. The telephone number of Vitera is (877) 932-6301.
Item 3(a)-(c) of the Schedule TO and the disclosure in Schedule I of the Offer to Purchase are hereby further amended and supplemented by deleting and replacing in its entirety the table under the subsection Directors and Executive Officers of Parent, Purchaser and Vitera with the following:
Items 3 and 5. Identity and Background of Filing Person; Past Contacts, Transactions, Negotiations and Agreements
Items 3(a)-(c) and 5(a) of the Schedule TO and the disclosure under Section 8 Certain Information Concerning Parent, Purchaser and Vitera of the Offer to Purchase are hereby amended and supplemented by inserting the following sentence as the last sentence of the first paragraph under the subheading General:
For further information concerning VEPF IV, see the first paragraph of Section 10Background of the Offer; Past Contacts or Negotiations with the Company.
Items 5 and 11. Past Contacts, Transactions, Negotiations and Agreements; Additional Information
Items 5(a) and 11(a) and the disclosure under Section 11 The Merger Agreement; Other Agreements of the Offer to Purchase are hereby amended and supplemented by replacing in its entirety the sole paragraph under the heading The Merger Agreement with the following:
The Merger Agreement has been provided solely to inform investors of its terms. The representations, warranties and covenants contained in the Merger Agreement were made as of specific dates, were the product of negotiations among the parties to the Merger Agreement and may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if
those statements prove to be inaccurate. In addition, such representations, warranties and covenants may have been qualified by certain disclosures not reflected in the text of the Merger Agreement and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. The Companys stockholders and other investors are not third-party beneficiaries under the Merger Agreement and the representations, warranties and covenants, and the descriptions thereof contained herein, may not reflect the actual state of facts or conditions of the Company, Parent, Purchaser or any of their respective subsidiaries or affiliates.
Item 7. Source and Amount of Funds or Other Consideration
Item 7(b) and the disclosure under Section 15 Certain Conditions of the Offer of the Offer to Purchase are hereby amended and supplemented by replacing the first paragraph on page 56 in its entirety with the following:
Notwithstanding any other provisions of the Offer or the Merger Agreement, Purchaser will not be required to accept for payment or (subject to any applicable rules and regulations of the SEC (including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, or (subject to any rules and regulations) the payment for, any tendered Shares and, to the extent permitted by the Merger Agreement and only if on or prior to any scheduled expiration date, may terminate the Offer upon termination of the Merger Agreement or if, at any scheduled expiration date (as may be extended):
Item 7(b) and the disclosure under Section 15 Certain Conditions of the Offer of the Offer to Purchase are hereby further amended and supplemented by replacing the second and third bullet points on page 56 in their entirety with the following:
| the representations and warranties of the Company set forth in the Merger Agreement with respect to the Companys capitalization, specifically the authorized capital stock of the Company, the number of Shares subject to issuance pursuant to Options granted and outstanding and reserved for future issuance under Company equity plans as of the close of business on the business day immediately preceding the Merger Agreement, and that there are no other equity awards outstanding of the Company, shall not be accurate in all respects as of the date of the Merger Agreement and as of the Expiration Date, except (other than as a result of a willful breach by the Company) where the failure to be accurate in all respects would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their affiliates, individually or in the aggregate that is more than $1,000,000 (it being understood that any updates to the disclosure schedules prepared by the Company will be disregarded); |
| the representations and warranties of the Company set forth in the Merger Agreement with respect to the Companys capitalization (including, among other things, that no Shares other than as disclosed are subject to any preemptive right or similar right or right of first refusal in favor of the Company, that there is no outstanding indebtedness of the Company having a right to vote on any matters subject to a stockholder vote, and that there are no contracts relating to the voting or registration of any Shares), corporate power and authority to enter into the Merger Agreement, due execution and delivery of the Merger Agreement and the enforceability of the Merger Agreement against the Company, the stockholder vote required to adopt the Merger Agreement and the Companys financial advisor (without giving effect to any materiality or Material Adverse Effect qualifications set forth in such representations and warranties) shall not be accurate in all material respects as of the date of the Merger Agreement and as of the Expiration Date as though made on such date (it being understood that all Material Adverse Effect qualifications and other materiality qualifications in the representations and warranties will be disregarded along with any updates to the disclosure schedules prepared by the Company); |
SIGNATURE
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.
CRESTVIEW ACQUISITION CORP. | ||
By |
/s/ James P. Hickey |
|
Name: | James P. Hickey | |
Title: | President | |
Date: | October 15, 2013 | |
VCG HOLDINGS, LLC | ||
By |
/s/ James P. Hickey |
|
Name: | James P. Hickey | |
Title: | President | |
Date: | October 15, 2013 | |
VISTA EQUITY PARTNERS FUND IV, L.P. | ||
By |
Vista Equity Partners Fund IV GP, LLC |
|
Its: | General Partner | |
By |
VEFIIGP, LLC |
|
Its: | Senior Managing Member | |
By |
/s/ Robert F. Smith |
|
Name: | Robert F. Smith | |
Title: | Managing Member | |
Date: | October 15, 2013 | |
VITERA HEALTHCARE SOLUTIONS, LLC | ||
By |
/s/ Laurens Albada |
|
Name: | Laurens Albada | |
Title: | Chief Financial Officer | |
Date: | October 15, 2013 |
Exhibit
|
Description |
|
(a)(1)(A) | Offer to Purchase, dated October 4, 2013.* | |
(a)(1)(B) | Letter of Transmittal.* | |
(a)(1)(C) | Notice of Guaranteed Delivery.* | |
(a)(1)(D) | Letter from the Information Agent 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) | Joint Press Release issued by the Company, Vista Equity Partners Fund IV, L.P. and Vitera Healthcare Solutions, LLC (an affiliate of Vista Equity Partners Fund IV, L.P.) on September 23, 2013 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on September 23, 2013).* | |
(a)(1)(G) | Summary Advertisement as published in the Wall Street Journal on October 4, 2013.* | |
(a)(5)(A) | Verified Class Action Complaint dated October 7, 2013 (Booth Family Trust IRA v. Greenway Medical Technologies, Inc., et al.).* | |
(a)(5)(B) | Verified Amended Class Action Complaint dated October 9, 2013 (Booth Family Trust IRA v. Greenway Medical Technologies, Inc., et al.).* | |
(a)(8) | Joint Press Release issued by the Company and Vista Equity Partners Fund IV, L.P. on October 4, 2013.* | |
(b)(1) | Debt Commitment Letter among VCG Holdings, LLC, Vitera Healthcare Solutions, LLC, Jefferies Finance LLC, Bank of Montreal and BMO Capital Markets Corp., dated September 20, 2013.* | |
(d)(1) | Agreement and Plan of Merger, dated as of September 23, 2013, by and among the Company, Purchaser and Parent (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company with the Securities and Exchange Commission on September 23, 2013).* | |
(d)(2) | Confidentiality Agreement, dated as of June 14, 2013, by and between Vista Equity Partners III, LLC and the Company.* | |
(d)(3) | First Amendment to Confidentiality Agreement, dated as of September 6, 2013, by and between Vista Equity Partners III, LLC and the Company.* | |
(d)(4) | Limited Guaranty, dated as of September 23, 2013, delivered by Vista Equity Partners Fund IV, L.P. in favor of the Company.* | |
(d)(5) | Equity Commitment Letter, dated as of September 23, 2013, from Vista Equity Partners Fund IV, L.P. to Parent.* | |
(d)(6) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Investor Group L.P.* | |
(d)(7) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Investor Growth Capital Limited.* | |
(d)(8) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Pamlico Capital II, L.P.* | |
(d)(9) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and W. Thomas Green, Jr.* | |
(d)(10) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Wyche T. Green, III.* | |
(d)(11) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Robert Hensley.* | |
(d)(12) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Neal Morrison.* | |
(d)(13) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Thomas T. Richards.* |
Exhibit No. |
Description |
|
(d)(14) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Walter Turek.* | |
(d)(15) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Noah Walley.* | |
(d)(16) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and Gregory H. Schulenburg.* | |
(d)(17) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and James A. Cochran.* | |
(d)(18) | Tender and Support Agreement, dated as of September 23, 2013, by and among Parent, Purchaser and William G. Esslinger, Jr.* | |
(g) | None. | |
(h) | None. |
* | Previously Filed |
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