sctovt
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
CHARLOTTE RUSSE HOLDING, INC.
(Name of Subject Company (Issuer))
ADVENT CR, INC. (Name of Filing Person Offeror)
ADVENT CR HOLDINGS, INC. (Name of Filing Person Other)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
161048103
(CUSIP Number of Class of Securities)
Advent CR, Inc.
Advent CR Holdings, Inc.
75 State Street, 29th Floor
Boston, MA 02109
Attention: Steve Collins
Tel: 617-951-9400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Persons)
Copy to:
Weil, Gotshal & Manges LLP
100 Federal Street, 34th Floor
Boston, MA 02110
Attention: Marilyn French, Esq.
Tel: 617-772-8319
CALCULATION OF FILING FEE
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Transaction Valuation(1) |
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Amount of Filing Fee(2) |
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$397,496,295.00 |
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$22,180.29 |
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(1) |
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Estimated for purposes of calculating the filing fee only. The
transaction valuation was calculated by multiplying (i) 22,714,074
shares of common stock, par value $0.01 per share (the Common
Stock), of Charlotte Russe Holding, Inc. (Charlotte Russe),
including the associated rights to purchase shares of Series A Junior
Preferred Stock, par value $0.01 per share, of Charlotte Russe
(collectively with the Common Stock, the Shares), issued and
outstanding (determined on a fully diluted basis) after giving effect
to the exercise, conversion or termination of all options, warrants,
rights and securities exercisable or convertible into or for Shares
and (ii) the offer price of $17.50 per Share. The calculation of the
filing fee is based on Charlotte Russes representation of its
capitalization as of August 11, 2009. |
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(2) |
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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 #5
for fiscal year 2009, issued March 11, 2009, by multiplying the
transaction value by 0.0000558. |
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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: None
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Filing Party: N/A |
Form of Registration No.: N/A
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Date Filed: N/A |
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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:
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3. |
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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. o
TABLE OF CONTENTS
This Tender Offer Statement on Schedule TO (which, together with any amendments and
supplements thereto, collectively constitute this Schedule TO) is filed by (i) Advent CR, Inc., a
Delaware corporation (the Purchaser), and a wholly-owned subsidiary of Advent CR Holdings, Inc.,
a Delaware corporation (Parent), and (ii) Parent. This Schedule TO relates to the offer by the
Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share (the
Common Stock), of Charlotte Russe Holding, Inc., a Delaware corporation (Charlotte Russe),
including the associated rights to purchase shares of Series A Junior Participating Preferred
Stock, par value $0.01 per share, of Charlotte Russe (the Preferred Stock Purchase Rights, and
collectively with the Common Stock, the Shares), at a purchase price of $17.50 per Share net to
the seller in cash, without interest thereon and less any required withholding taxes (the Offer
Price), upon the terms and subject to the conditions set forth in the Offer to Purchase dated
August 31, 2009 (which, together with any amendments and supplements thereto, collectively
constitute the Offer to Purchase) and in the related Letter of Transmittal (together with any
amendments or supplements thereto, the Letter of Transmittal), copies of which are attached
hereto as Exhibits (a)(1)(A) and (a)(1)(B) (the Offer to Purchase and the Letter of Transmittal are
collectively referred to as the Offer).
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled 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 Charlotte Russe Holding, Inc., a Delaware corporation. Charlotte Russes
principal executive offices are located at 4645 Morena Boulevard, San Diego, California, 92117.
Charlotte Russes telephone number at such address is (858) 587-1500.
(b) Based on the information provided by Charlotte Russe, as of August 11, 2009, Charlotte
Russe had (i) 21,057,991 shares of Common Stock issued and outstanding, including the associated
Preferred Stock Purchase Rights issued pursuant to the Rights Agreement, dated as of August 13,
2008, by and between Charlotte Russe and Mellon Investor Services LLC, as rights agent, and (ii) outstanding
options to purchase 1,465,583 shares of Common Stock, and outstanding restricted stock unit and
performance stock unit awards covering 190,500 shares of Common Stock. Please see the information
set forth in the section of the Offer to Purchase entitled Introduction, incorporated herein by
reference, for a more detailed description of Charlotte Russes securities.
(c) The information set forth in the section of the Offer to Purchase entitled Price Range
of Shares; Dividends is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a), (b), (c) This Schedule TO is filed by Parent and the Purchaser. The information set
forth in the sections of the Offer to Purchase entitled Certain Information Concerning Purchaser,
Parent and the Sponsors and in Schedule A is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1)(i) The information set forth in the sections of the Offer to Purchase entitled Summary
Term Sheet, Introduction and Terms of the Offer is incorporated herein by reference.
(a)(1)(ii) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Introduction, Terms of the Offer and Procedures for Tendering Shares is
incorporated herein by reference.
(a)(1)(iii) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Introduction and Terms of the Offer is incorporated herein by
reference.
(a)(1)(iv) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Introduction and Terms of the Offer is incorporated herein by reference.
(a)(1)(v) The information set forth in the sections of the Offer to Purchase entitled Summary
Term Sheet, Introduction and Terms of the Offer is incorporated herein by reference.
(a)(1)(vi) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet and Withdrawal Rights is incorporated herein by reference.
(a)(1)(vii) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Procedures for Tendering Shares and Withdrawal Rights is incorporated
herein by reference.
(a)(1)(viii) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Acceptance for Payment and Payment for Shares and Procedures for Tendering
Shares is incorporated herein by reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) The information set forth in the sections of the Offer to Purchase entitled Summary
Term Sheet and Certain Effects of the Offer is incorporated herein by reference.
(a)(1)(xi) Not applicable because the accounting treatment of the transaction is not
material.
(a)(1)(xii) The information set forth in the sections of the Offer to Purchase entitled
Summary Term Sheet, Introduction and Material U.S. Federal Income Tax Consequences of the
Offer and the Merger is incorporated herein by reference.
(a)(2) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) None.
(b) The information set forth in the sections of the Offer to Purchase entitled Summary Term
Sheet, Introduction, Certain Information Concerning Charlotte Russe, Certain Information
Concerning Purchaser, Parent and the Sponsors, Background of the Offer; Contacts with Charlotte
Russe and Purpose of the Offer and Plans for Charlotte Russe; Summary of the Merger Agreement and
Certain Other Agreements 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 sections of the Offer to Purchase entitled
Summary Term Sheet, Introduction, Terms of the Offer, Price Range of Shares; Dividends,
Certain Effects of the Offer, Background of the Offer; Contacts with Charlotte Russe, Purpose
of the Offer and Plans for Charlotte Russe; Summary of the Merger Agreement and Certain Other
Agreements and Dividends and Distributions is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the section of the Offer to Purchase entitled Source and
Amount of Funds is incorporated herein by reference.
(b) Not applicable because the Offer is not subject to any financing conditions.
(d) The information set forth in the section of the Offer to Purchase entitled Source and
Amount of Funds is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
Not applicable.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) The information set forth in the sections of the Offer to Purchase entitled
Introduction and Fees and Expenses is incorporated herein by reference.
Item 10. Financial Statements.
(a), (b) Not applicable. In accordance with the instructions to Item 10 of the Schedule TO,
the financial statements are not considered material because:
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(i) |
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The consideration offered consists solely of cash; |
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(ii) |
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the Offer is not subject to any financing condition; and |
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(iii) |
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the Offer is for all outstanding securities of the subject class. |
Item 11. Additional Information.
(a)(1) The information set forth in the sections of the Offer to Purchase entitled Certain
Information Concerning Charlotte Russe, Certain Information Concerning Purchaser, Parent and the
Sponsors, Background of the Offer; Contacts Charlotte Russe and Purpose of the Offer and Plans
for Charlotte Russe; Summary of the Merger Agreement and Certain Other Agreements is incorporated
herein by reference.
(a)(2) The information set forth in the sections of the Offer to Purchase entitled Purpose
of the Offer and Plans for Charlotte Russe; Summary of the Merger Agreement and Certain Other
Agreements, Conditions of the Offer and Certain Legal Matters is incorporated herein by
reference.
(a)(3) The information set forth in the sections of the Offer to Purchase entitled
Conditions of the Offer and Certain Legal Matters is incorporated herein by reference.
(a)(4) The information set forth in the sections of the Offer to Purchase entitled Certain
Effects of the Offer, Source and Amount of Funds and Certain Legal Matters is incorporated
herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12. Exhibits.
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Exhibit |
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Exhibit Name |
(a)(1)(A)
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Offer to Purchase dated August 31, 2009.* |
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number (TIN)
on Substitute Form W-9).* |
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(a)(1)(C)
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Notice of Guaranteed Delivery.* |
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.* |
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(5)(A)
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Press Release issued by Parent and the Purchaser on
August 24, 2009 (incorporated by reference to
Exhibit 99.1 to the Schedule TO-C filed by Parent and
the Purchaser on August 24, 2009). |
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(a)(5)(B)
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Form of Summary Advertisement as published on August
31, 2009 in The Wall Street Journal. |
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(a)(5)(C)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to John Goodman. |
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(a)(5)(D)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Emilia
Fabricant. |
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(a)(5)(E)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Frederick
Silny. |
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(a)(5)(F)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Edward Wong. |
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(a)(5)(G)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Sandra
Tillet. |
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(a)(5)(H)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Zina
Rabinovich. |
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(a)(5)(I)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Kara Stangl. |
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(b)
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Not applicable. |
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(d)(1)
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Agreement and Plan of Merger, dated as of August 24, 2008, by and
among Charlotte Russe, Parent and the Purchaser (incorporated by
reference to Exhibit 2.1 to Charlotte
Russes Current Report on
Form 8-K filed with the Securities and Exchange Commission on August
24, 2009). |
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(d)(2)
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Guarantee of Advent International GPE VI Limited Partnership,
Advent International GPE VI-A Limited Partnership, Advent
International GPE VI-B Limited Partnership, Advent International
GPE VI-C Limited Partnership, Advent International GPE VI-D Limited
Partnership, Advent International GPE VI-E Limited Partnership,
Advent International GPE VI-F Limited Partnership and Advent
International GPE VI-G Limited Partnership in favor of Charlotte
Russe, dated August 24, 2009 (incorporated by reference to Exhibit
2.2 to Charlotte Russes Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 2009). |
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Exhibit |
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Exhibit Name |
(d)(3)
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Guarantee of Advent Partners GPE VI 2008 Limited Partnership,
Advent Partners GPE VI 2009 Limited Partnership, and Advent
Partners GPE VI-A Limited Partnership in favor of Charlotte Russe,
dated August 24, 2009 (incorporated by reference to Exhibit 2.3 to
Charlotte Russes Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 2009). |
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(d)(4)
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Confidentiality Agreement, dated March 16, 2009, by and between
Cowen and Company, LLC (on behalf of Charlotte Russe) and Advent International Corporation. |
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(g)
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Not applicable. |
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(h)
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Not applicable. |
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Included in mailing to stockholders. |
Item 13. Information required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of the knowledge and belief of each of the undersigned, each
of the undersigned hereby certifies that the information set forth in this statement is true,
complete and correct.
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ADVENT CR HOLDINGS, INC.
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By: |
/s/
Andrew W. Crawford |
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Name: |
Andrew W. Crawford |
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Title: |
Director and President |
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ADVENT CR, INC.
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By: |
/s/
Andrew W. Crawford |
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Name: |
Andrew W. Crawford |
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Title: |
Director and President |
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Date: August 31, 2009
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Exhibit |
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Exhibit Name |
(a)(1)(A)
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Offer to Purchase dated August 31, 2009.* |
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(a)(1)(B)
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Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number (TIN)
on Substitute Form W-9).* |
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(a)(1)(C)
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Notice of Guaranteed Delivery.* |
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.* |
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(5)(A)
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Press Release issued by Parent and the Purchaser on
August 24, 2009 (incorporated by reference to
Exhibit 99.1 to the Schedule TO-C filed by Parent and
the Purchaser on August 24, 2009). |
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(a)(5)(B)
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Form of Summary Advertisement as published on August
31, 2009 in The Wall Street Journal. |
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(a)(5)(C)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to John Goodman. |
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(a)(5)(D)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Emilia
Fabricant. |
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(a)(5)(E)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Frederick
Silny. |
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(a)(5)(F)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Edward Wong. |
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(a)(5)(G)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Sandra
Tillet. |
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(a)(5)(H)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Zina
Rabinovich. |
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(a)(5)(I)
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Employment Arrangement Term Sheet, dated August 24,
2009, offered by Parent and Purchaser to Kara Stangl. |
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(b)
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Not applicable. |
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(d)(1)
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Agreement and Plan of Merger, dated as of August 24, 2008, by and
among Charlotte Russe, Parent and the Purchaser (incorporated by
reference to Exhibit 2.1 to Charlotte
Russes Current Report on
Form 8-K filed with the Securities and Exchange Commission on August
24, 2009). |
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(d)(2)
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Guarantee of Advent International GPE VI Limited Partnership,
Advent International GPE VI-A Limited Partnership, Advent
International GPE VI-B Limited Partnership, Advent International
GPE VI-C Limited Partnership, Advent International GPE VI-D Limited
Partnership, Advent International GPE VI-E Limited Partnership,
Advent International GPE VI-F Limited Partnership and Advent
International GPE VI-G Limited Partnership in favor of Charlotte
Russe, dated August 24, 2009 (incorporated by reference to Exhibit
2.2 to Charlotte Russes Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 2009). |
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Exhibit |
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Exhibit Name |
(d)(3)
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Guarantee of Advent Partners GPE VI 2008 Limited Partnership,
Advent Partners GPE VI 2009 Limited Partnership, and Advent
Partners GPE VI-A Limited Partnership in favor of Charlotte Russe,
dated August 24, 2009 (incorporated by reference to Exhibit 2.3 to
Charlotte Russes Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 24, 2009). |
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(d)(4)
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Confidentiality Agreement, dated March 16, 2009, by and between
Cowen and Company, LLC (on behalf of Charlotte Russe) and Advent International Corporation. |
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(g)
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Not applicable. |
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(h)
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Not applicable. |
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Included in mailing to stockholders. |