NAME Rightside Grp., Ltd.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 5 to

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Rightside Group, Ltd.

(Name of Subject Company)

DTS Sub Inc.

(Offeror)

Donuts Inc.

(Parent of Offeror)

(Name of Filing Person)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

76658B100

(CUSIP Number of Class of Securities)

Alvaro Alvarez

SVP, General Counsel & Secretary

Donuts Inc.

10500 NE 8th Street, Suite 1450

Bellevue, Washington 98004

(424) 262-4238

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

 

 

With copies to:

Jens M. Fischer

Kara Tatman

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101-3099

(206) 359-8000

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount of Filing Fee(2)
$219,219,756.90		$25,407.57

(1)

Estimated solely for purposes of calculating the amount of the filing fee. The transaction valuation was calculated by (i) multiplying the offer price of $10.60 by 21,309,166 Shares, which is the sum of (a) 19,287,957 outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Rightside Group, Ltd. (“Rightside”), (b) 772,896 Shares underlying outstanding in-the-money stock options exercisable under Rightside’s equity plans (the “Options”), and (c) 1,248,313 Shares underlying outstanding restricted stock units, and (ii) subtracting the aggregate exercise price of the Options. This calculation does not include any Shares issuable upon exercise of the Company’s outstanding warrants, as the exercise price per share for the warrants is greater than $10.60 per share. The warrants are therefore not expected to be exercised. The foregoing share figures and aggregate exercise price have been provided by Rightside to the offeror and are as of June 23, 2017, the most recent practicable date.

(2)	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 2017, issued August 31, 2016, by multiplying the transaction value by 0.00011590.

 

☒	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: $25,407.57		Filing Party: Donuts Inc.
Form or Registration No.: Schedule TO		Date Filed: June 27, 2017

 

☐	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:

 

☒

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:  ☐

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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This Amendment No. 5 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO filed on June 27, 2017 with the Securities and Exchange Commission (together with any subsequent amendments and supplements thereto, the “ Schedule TO ”). The Schedule TO relates to the offer (the “ Offer ”) by DTS Sub Inc., a Delaware corporation (“ Purchaser ”) and a wholly-owned subsidiary of Donuts Inc., a Delaware corporation (“ Parent ”), to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “ Shares ”), of Rightside Group, Ltd., a Delaware corporation (“ Rightside ” or the “ Company ”), at a price of $10.60 per Share, net to the holder in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 27, 2017 (as it may be amended or supplemented, the “ Offer to Purchase ”), and the related Letter of Transmittal (as it may be amended or supplemented, the “ Letter of Transmittal ,” and together with the Offer to Purchase, the “ Offer ”).

Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO and its applicable exhibits remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO (or applicable exhibit).

 

Item 11.

Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

The information set forth in Section 16 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by deleting the last two sentences of the final paragraph, and adding the following immediately after the final paragraph:

On July 18, 2017, Susan Paskowitz, Rightside, Parent, Purchaser and the individual defendants named in the complaint entered into a memorandum of understanding (the “MOU”) regarding the settlement of the action described above. Pursuant to the MOU, Rightside agreed to make available in Amendment No. 5 to Rightside’s Schedule 14D-9 additional information to Rightside stockholders (the “Supplemental Disclosures”). The Supplemental Disclosures should be read in conjunction with the Schedule 14D-9, and the documents incorporated by reference therein. Rightside, Parent, Purchaser and the individual defendants deny all of the allegations in the complaint, including any allegations asserting a violation of law, and believe the disclosures in the Schedule 14D-9 are adequate. Nevertheless, Rightside, Parent, Purchaser and the other defendants have agreed to settle the lawsuit in order to avoid the costs, disruption, and distraction of further litigation.

The MOU states that within five business days of the expiration of the Offer, the parties to the lawsuit will file a stipulation of dismissal of the lawsuit that will dismiss plaintiff’s individual claims with prejudice, and will dismiss claims asserted on behalf of a purported class of Rightside shareholders without prejudice. The MOU provides for a release of plaintiff’s individual claims against the defendants and other released persons. The MOU contemplates that plaintiff may seek to have the United States District Court for the Western District of Washington determine the amount of plaintiff’s counsel’s claim for a “mootness fee” in connection with the dissemination of the Supplemental Disclosures, the fee to be paid by Rightside or its successor, and that the parties reserve all rights to make arguments for and against any such claim, including but not limited to the amount requested.

 

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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: July 19, 2017