Form SC TO-I/A CISION LTD. Filed by: CISION LTD.
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)
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CISION LTD.
(Name of Subject Company and Filing Person (Issuer))
Warrants to Purchase Ordinary Shares
(Title of Class of Securities)
G1992S 117
(CUSIP Number of Class of Securities)
Jack Pearlstein
Chief Financial Officer
130 E. Randolph Street
7th Floor
Chicago, Illinois 60601
(312) 922-2400
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
CALCULATION OF FILING FEE
| | ||
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $62,842,500 | $7,823.89 | |
| (1) | The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Cision Ltd. (the “Company”) is offering holders of a total of 24,500,000 warrants (representing 16,250,000 public warrants and 8,250,000 private warrants) outstanding as of April 13, 2018 issued by the Company the opportunity to exchange such warrants and receive 0.26 ordinary shares, par value $0.0001 of per share, of the Company in exchange for each warrant. The transaction value was determined by using the average of the high and low prices of the publicly traded warrants of the Company as reported on NYSE American on April 13, 2018, which was $2.565. |
| (2) | The amount of the filing fee assumes that all outstanding warrants of the Company will be exchanged and is calculated pursuant to Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the transaction value. This fee was previously paid in connection with the initial filing of the Schedule TO on April 17, 2018. |
| 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: $9,699.18 | Filing Party: Cision Ltd. |
| | Form or Registration No.: Form S-4 (Registration No. 333-224306) | Date Filed: April 17, 2018 |
| ¨ | 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. |
| x | 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: x
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Cision Ltd. (“Cision,” the “Company,” “us” or “we”), an exempted company incorporated in the Cayman Islands with limited liability, with the Securities and Exchange Commission (the “SEC”) on April 17, 2018 (as amended, the “Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to its warrant holders described in the Schedule TO to receive 0.26 ordinary shares, par value of $0.0001 per share, of the Company in exchange for every outstanding warrant of the Company tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated May 14, 2018 (the “Prospectus/Offer to Exchange”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
This Amendment No. 3 is being filed to update Item 12 of the Schedule TO to report the final results of the offer.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 3 does not modify any of the other information previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read Amendment No. 3 together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
The Offer expired at 11:59 p.m., Eastern Daylight time, on May 15, 2018. Cision has been advised that 23,207,189 warrants (excluding 591,732 warrants tendered through guaranteed delivery), or approximately 94.7% of the outstanding warrants, were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer and Consent Solicitation. Cision expects to accept all validly tendered warrants for exchange and settlement on May 18, 2018. In addition, pursuant to the Consent Solicitation, Cision received the approval of approximately 94.7% of the outstanding warrants to the Warrant Amendment, which exceeds the majority of outstanding warrants required to effect the Warrant Amendment. Cision expects to execute the Warrant Amendment concurrently with the settlement of the Exchange Offer.
On May 16, 2018, Cision issued a press release announcing the final results of the Offer as set forth above. A copy of the press release is filed as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.
Item 12. Exhibits.
| Exhibit No. | Description | Included | Form | Filing Date | ||||
| (a)(1)(A) | Prospectus/Offer to Exchange | By Reference | 424B3 | May 14, 2018 | ||||
| (a)(1)(B) | Form of Letter of Transmittal and Consent | By Reference | S-4 | April 17, 2018 | ||||
| (a)(1)(C) | Form of Notice of Guaranteed Delivery | By Reference | S-4 | April 17, 2018 | ||||
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | By Reference | S-4 | April 17, 2018 | ||||
| (a)(1)(E) | Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | By Reference | S-4 | April 17, 2018 | ||||
| (a)(2) | Not applicable | - | - | - | ||||
| (a)(3) | Not applicable | - | - | - | ||||
| (a)(4) | Prospectus/Offer to Exchange | By Reference | 424B3 | May 14, 2018 | ||||
| (a)(5)(A) | Press Release, dated April 17, 2018 | By Reference | 8-K | April 17, 2018 | ||||
| (a)(5)(B) | Press Release, dated May 9, 2018 | By Reference | 8-K | May 9, 2018 | ||||
| (a)(5)(C) | Press Release, dated May 14, 2018 | By Reference | 8-K | May 14, 2018 | ||||
| (a)(5)(D) | Press Release, dated May 16, 2018 | Herewith | — | — | ||||
| (b) | Not applicable | |||||||
| (d)(i) | Amended and Restated Memorandum and Articles of Association of Cision Ltd. | By Reference | 8-K | July 6, 2017 | ||||
| (d)(ii) | Amended and Restated Warrant Agreement, dated as of October 17, 2017, between Continental Stock Transfer & Trust Company and Cision Ltd. | By Reference | 10-K | March 13, 2018 |
| (d)(iii) | Registration Rights Agreement between Cision Ltd. and certain holders identified therein | By Reference | 8-K | July 6, 2017 | ||||
| (d)(iv) | Director Nomination Agreement between Cision Ltd., Canyon Holdings (Cayman), L.P. and the other parties named therein | By Reference | 8-K | July 6, 2017 | ||||
| (d)(v) | 2017 Omnibus Incentive Agreement† | By Reference | S-4/A | June 14, 2017 | ||||
| (d)(vi) | Form of Non-Equity Incentive Plan† | By Reference | S-4/A | May 15, 2017 | ||||
| (d)(vii) | Form of Director Indemnification Agreement (Affiliates of Canyon Holdings (Cayman), L.P.)† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(viii) | Form of Director Indemnification Agreement (Affiliates of Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC)† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(ix) | Form of Director and Officer Indemnification Agreement (Officers and Independent Directors)† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(x) | First Lien Credit Agreement | By Reference | S-4/A | May 15, 2017 | ||||
| (d)(xi) | Amendment to First Lien Credit Agreement | By Reference | S-4/A | May 15, 2017 | ||||
| (d)(xii) | Support Agreement | By Reference | S-4/A | May 15, 2017 | ||||
| (d)(xiii) | Employment Agreement between Cision U.S. Inc. and Kevin Akeroyd† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(xiv) | Employment Agreement between Cision U.S. Inc. and Jack Pearlstein† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(xv) | Office Lease between Cision U.S. Inc. and BFPRU I, LLC† | By Reference | 8-K | July 6, 2017 | ||||
| (d)(xvi) | Refinancing Amendment and Incremental Facility Amendment | By Reference | 8-K | August 7, 2017 | ||||
| (d)(xvii) | Form of Restricted Stock Unit Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan† | By Reference | 10-Q | November 9, 2017 | ||||
| (d)(xviii) | Form of Nonqualified Stock Option Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan† | By Reference | 10-Q | November 9, 2017 | ||||
| (d)(xix) | Incremental Facility Amendment to First Lien Credit Agreement | By Reference | 8-K | December 20, 2017 | ||||
| (d)(xx) | Repricing Amendment to First Lien Credit Agreement. | By Reference | 8-K | February 8, 2017 | ||||
| (g) | Not applicable | - | - | - | ||||
| (h) | Opinion of Kirkland & Ellis LLP regarding certain U.S. tax matters | By Reference | S-4 | April 17, 2018 |
† Indicates exhibits that constitute management contracts or compensatory plans or arrangements.
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.
| CISION LTD. | |||
| By: | /s/ Jack Pearlstein | ||
| Jack Pearlstein | |||
| Executive Vice President and Chief | |||
| Financial Officer | |||
Dated: May 16, 2018
Exhibit (a)(5)(d)
Cision Ltd. Announces Expiration and Results
of Exchange Offer
and Consent Solicitation Relating to its Warrants
CHICAGO, May 16, 2018 /PRNewswire/ -- Cision (NYSE: CISN) announced today the expiration and results of its previously announced exchange offer (the "Exchange Offer") and consent solicitation (the "Consent Solicitation") relating to certain of its outstanding warrants. The Exchange Offer and Consent Solicitation expired at 11:59 p.m., Eastern Daylight Time, on May 15, 2018.
Cision has been advised that 23,207,189 warrants (excluding 591,732 warrants tendered through guaranteed delivery), or approximately 94.7% of the outstanding warrants, were validly tendered and not validly withdrawn prior to the expiration of the Exchange Offer and Consent Solicitation. Cision expects to accept all validly tendered warrants for exchange and settlement on May 18, 2018.
In addition, pursuant to the Consent Solicitation, Cision received the approval of approximately 94.7% of the outstanding Warrants to amend (the "Warrant Amendment") the warrant agreement governing all of the warrants, which exceeds the majority of outstanding warrants required to effect the Warrant Amendment. Cision expects to execute the Warrant Amendment concurrently with the settlement of the Exchange Offer.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the securities described herein and is also not a solicitation of the related consents. The exchange offer was made only pursuant to the terms and conditions of the Prospectus/Offer to Exchange and related letter of transmittal.
Forward-looking statements
This press release contains "forward-looking statements," as defined by federal securities laws, including statements regarding the expected timing of acceptance of warrants for exchange, settlement of the Exchange Offer and execution of the Warrant Amendment. Forward-looking statements reflect Cision's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled "Risk Factors" in Cision's Registration Statement on Form S-4/A, filed on May 9, 2018, as such factors may be updated from time to time in Cision's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Cision's filings with the SEC. While forward-looking statements reflect Cision's good faith beliefs, they are not guarantees of future performance. Cision disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Cision (or to third parties making the forward-looking statements).
Investor Contact:
Jack Pearlstein
Chief Financial Officer
[email protected]
Media Contact:
Nick Bell
Vice President, Marketing Communications and Content
[email protected]