- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
November 12 2010 - 1:54PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
Rewards Network Inc.
(Name of the Issuer)
Rewards Network Inc.
(Name of Person(s) Filing Statement)
Common stock, $0.02 par value per
share
(Title of Class of Securities)
761557206
(CUSIP Number of Class of Securities)
Roya Behnia
Senior Vice President, General Counsel and Secretary
Rewards Network Inc.
Two North Riverside Plaza Suite 950
Chicago, Illinois 60606
(312) 521-6767
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications on Behalf of the Persons Filing Statement)
Copy to:
Timothy J. Melton
Jones Day
77 West Wacker
Chicago, Illinois 60601
(312) 782-3939
This statement is filed in connection with (check the appropriate box):
¨
a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
b.
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the
soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check the following box if the filing is a final amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$104,251,276.25
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$7,433.12
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*
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The transaction valuation is estimated solely for purposes of calculating the filing fee. The calculation assumes the purchase of all outstanding shares of common
stock, par value $0.02 per share (the
Shares
), of Rewards Network Inc., a Delaware corporation, other than Shares owned by EGI Acquisition, L.L.C. (
Purchaser
) and EGI Acquisition Parent, L.L.C.
(
Parent
), at a purchase price of $13.75 per Share, net to the seller in cash. As of November 3, 2010, there were 8,815,599 Shares outstanding, of which 1,254,901 Shares are owned by Parent and Purchaser. As a result, this
calculation assumes the purchase of 7,560,698 Shares. The transaction value also includes the offer price of $13.75 multiplied by 21,213, the estimated number of options to purchase Shares that are currently outstanding and exercisable for Shares
with exercise prices of less than $13.75.
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**
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The filing fee was determined by multiplying the transaction value by the filing fee of $71.30 per one million dollars of transaction value, in accordance with Rule
0-11 of the Securities Exchange Act of 1934 and Fee Rate Advisory #4 for Fiscal Year 2010, issued December 17, 2009.
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x
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Check the box if any part of the fee is offset as provide 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:
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$7,433.12
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Filing Party:
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EGI Acquisition Parent, L.L.C.
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Form or registration no.:
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Schedule TO-T
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Date File:
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November 8, 2010
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This Amendment
No. 1 amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on November 8, 2010 (as amended or supplemented from time to time, the
Statement
) by
Rewards Network Inc., a Delaware corporation (the
Company
), the issuer of the common stock that is the subject of the Rule 13e-3 transaction described below.
The Statement relates to the cash tender offer by EGI Acquisition, L.L.C., a Delaware limited liability company
(
Purchaser
) and a wholly owned indirect subsidiary of EGI Acquisition Parent, L.L.C., a Delaware limited liability company (
Parent
), disclosed in the combined Tender Offer Statement and Rule 13e-3 Transaction
Statement filed under cover of Schedule TO, dated November 8, 2010 (as amended or supplemented from time to time, the
Schedule TO
) and filed with the Securities and Exchange Commission (the
Commission
) by
Purchaser and Parent, to purchase all of the issued and outstanding shares of common stock, $0.02 par value per share (the
Shares
), of the Company, other than Shares owned by Parent and Purchaser, at a purchase price of $13.75 per
Share, net to the seller in cash, without interest and less any applicable withholding taxes (such price per Share, or if increased, such higher price per Share, the
Offer Price
), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated November 8, 2010 (as amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter of Transmittal (as amended or supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
). Each of Parent and Purchaser are affiliates of Equity Group Investments, L.L.C., a Delaware limited liability company
(
EGI
).
Concurrently with the filing of this Amendment No. 1 to the Statement, the Company has filed
Amendment No. 1 to the Companys Solicitation/Recommendation Statement on Schedule 14D-9, which amends and supplements the Companys Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange
Commission on November 8, 2010 (as amended or supplemented from time to time, the
Schedule 14D-9
). Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9.
Item 15.
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Additional Information.
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Item 15 of the Statement is hereby amended and supplemented to include the following:
On November 10, 2010, Discovery Partners filed a purported class action complaint, Case No. 10CH48639, in the Circuit
Court of Cook County, Illinois, on behalf of itself and all other stockholders of the Company against the Company, each of its directors and Equity Group Investment, L.L.C., a Delaware limited liability company and an affiliate of Parent and
Purchaser (
EGI
). The complaint alleges that the Company defendants violated their fiduciary duties of good faith, loyalty, fair dealing and due care to the Companys stockholders in connection with the proposed acquisition of
the Company by Purchaser. Among other things, the complaint specifically alleges that: the Merger Agreement is not in the best interests of the Companys stockholders and offers inadequate consideration; the individual defendants are using the
proposed acquisition to aggrandize their own financial position at the expense of the Companys stockholders; and the Company defendants have failed to disclose material information regarding (1) the conflicts of interest of Harris
Williams, the Special Committees financial advisor, (2) the process engaged in by the defendants prior to entering into the Merger Agreement and (3) details of the analyses underlying the opinion delivered to the Special Committee by
Harris Williams. The complaint also alleges that EGI has aided and abetted the individual defendants in the alleged breach of fiduciary duty and that the Offer is coercive to the Companys other stockholders. The complaint seeks declaratory
relief, unspecified compensatory and/or rescissory damages and payment of plaintiffs attorneys fees and costs.
The foregoing summary is qualified in its entirety by reference to the complaint, which is filed as Exhibit (a)(5)(A) hereto and is
incorporated herein by reference.
Item 16 of the Statement
is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(A)
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Complaint of Discovery Partners, on behalf of itself and all others similarly situated, against Ronald L. Blake, Donald J. Liebentritt, Raymond A. Gross, F. Philip Handy, Marc C.
Patricelli, Michael J. Soenen, Mark R. Sotir, the Company and EGI, Case No. 10CH48639, filed in the Circuit Court of Cook County, Illinois on November 10, 2010 (incorporated by reference to Exhibit (a)(9) to the Schedule
14D-9).
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3
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.
Dated: November 12, 2010
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REWARDS NETWORK INC.
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By:
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/s/ Roya Behnia
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Name:
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Roya Behnia
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Title:
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Senior Vice President, General Counsel and Secretary
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4
EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated November 8, 2010 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO).
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(a)(1)(B)
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Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO).
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(a)(1)(C)
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Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO).
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(a)(1)(D)
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Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Schedule TO).
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(a)(1)(E)
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Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO).
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(a)(1)(F)
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Summary Advertisement to be published in The New York Times on November 8, 2010 (incorporated by reference to Exhibit (a)(1)(vi) to the Schedule TO).
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(a)(2)(A)
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Solicitation/Recommendation Statement on Schedule 14D-9 (incorporated by reference to the Schedule 14D-9).
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(a)(2)(B)
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Letter to stockholders of the Company, dated November 8, 2010 (incorporated by reference to Exhibit (a)(8) to the Schedule 14D-9).
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(a)(2)(C)
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Press release issued by the Company, dated October 28, 2010 (incorporated by reference to Exhibit 99.2 to the Companys Current Report on Form 8-K filed on October 28,
2010).
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(a)(5)(A)
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Complaint of Discovery Partners, on behalf of itself and all others similarly situated, against Ronald L. Blake, Donald J. Liebentritt, Raymond A. Gross, F. Philip Handy, Marc C.
Patricelli, Michael J. Soenen, Mark R. Sotir, the Company and EGI, Case No. 10CH48639, filed in the Circuit Court of Cook County, Illinois on November 10, 2010 (incorporated by reference to Exhibit (a)(9) to the Schedule 14D-9).
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(c)(1)
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Opinion of Harris Williams & Co., dated October 27, 2010 (incorporated by reference to Annex A to the Schedule 14D-9).
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(c)(2)*
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The presentation, dated October 27, 2010, of Harris Williams & Co. to the Strategic Coordination Committee of the Board of Directors of the Company.
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(e)(1)
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Agreement and Plan of Merger, dated as of October 28, 2010, by and among the Company, Purchaser and Parent (incorporated by reference to Exhibit 2.1 of the Companys Current
Report on Form 8-K filed on October 28, 2010).
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(e)(2)
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Confidentiality Agreement, dated as of May 17, 2010, by and between the Company and Parent (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9).
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(e)(3)
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Tender and Support Agreement, dated as of October 28, 2010 by and among Samstock, L.L.C., EGI-Fund (00) Investors, L.L.C., EGI-Fund (05-07) Investors, L.L.C., EGI-Fund (08-10)
Investors, L.L.C., Parent and Purchaser (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed on October 28, 2010).
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(e)(4)
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Limited Guarantee, dated October 28, 2010, by EGI-Fund (08-10) Investors, L.L.C. (incorporated by reference to Exhibit 99.1 of the Companys Current Report on Form 8-K filed
on October 28, 2010).
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