Box Inc SC TO-I/A, filed Jun 30, 2021
Box Inc (BOX)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Box, Inc.
(Name of Subject Company (Issuer))
Box, Inc.
(Names of Filing Persons (Issuer and Offeror))
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
10316T104
(CUSIP Number of Class of Securities)
| Aaron Levie, Chief Executive Officer Dylan Smith, Chief Financial Officer Box, Inc. 900 Jefferson Ave. Redwood City, California 94063 (877) 729-4269 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person) |
| Copies to: Jose F. Macias, Esq. Michael A. Occhiolini, Esq. Lauren Lichtblau, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 |
CALCULATION OF REGISTRATION FEE
| TRANSACTION VALUATION(1) | AMOUNT OF FILING FEE(2) | |
| $500,000,000 | $54,550.00 | |
| (1) | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase for not more than $500 million in aggregate value of shares of Class A common stock of Box, Inc. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as amended, equals $109.10 per $1,000,000 of the value of the transaction. |
| ☒ | Check 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: | $54,550.00 | Filing Party: | Box, Inc. | |||
| Form or Registration No.: | Schedule TO | Date Filed: | June 2, 2021 |
| ☐ | Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes 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. ☐
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 (the “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Box, Inc., a Delaware corporation (“Box” or the “Company”), on June 2, 2021 and amended by Amendment No.1 filed on June 8, 2021 and Amendment No. 2 filed on June 21, 2021 (as amended, the “Schedule TO”) in connection with the Company’s offer to purchase for cash up to $500 million in value of shares of Class A Common Stock, par value $0.0001 per share (each, a “Share,” and collectively, the “Shares”), of the Company at price of not less than $22.75 and not greater than $25.75 per Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 2, 2021 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended and supplemented from time to time, the “Offer”).
Only those items amended or supplemented are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment No. 3 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following to the end thereof:
“On June 30, 2021, the Company issued a press release announcing the preliminary results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on June 29, 2021. A copy of such press release is filed as Exhibit (a)(5)(J) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits
EXHIBIT INDEX
| Exhibit |
| |
| (a)(1)(A) | Offer to Purchase, dated June 2, 2021.* | |
| (a)(1)(B) | Letter of Transmittal.* | |
| (a)(1)(C) | Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 2, 2021.* | |
| (a)(1)(E) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated June 2, 2021.* | |
| (a)(1)(F) | Summary Advertisement dated June 2, 2021* | |
| (a)(2) | Not Applicable. | |
| (a)(3) | Not Applicable. | |
| (a)(4) | Not Applicable. | |
| (a)(5)(A) | Press release announcing Tender Offer, dated June 2, 2021.* | |
| (a)(5)(B) | Excerpts from First Quarter Fiscal 2022 Earnings Call, dated May 27, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C filed May 28, 2021). | |
| (a)(5)(C) | Press release issued by Box, Inc., dated May 27, 2021, regarding the Company’s financial results for the quarter ended April 30, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 27, 2021). | |
| (a)(5)(D) | Press Release, dated May 12, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 18, 2021). | |
| Exhibit |
| |
| (a)(5)(E) | Press Release dated May 17, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C filed May 17, 2021). | |
| (a)(5)(F) | Press Release dated May 12, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C filed May 12, 2021). | |
| (a)(5)(G) | Press Release dated May 10, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Schedule TO-C filed May 10, 2021). | |
| (a)(5)(H) | Press Release, dated May 3, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed May 4, 2021). | |
| (a)(5)(I) | Press Release, dated April 8, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 8, 2021). | |
| (a)(5)(J) | Press Release, dated June 30, 2021** | |
| (b) | Not Applicable. | |
| (d)(1) | Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed July 7, 2014). | |
| (d)(2) | Box, Inc. 2015 Equity Incentive Plan and related form agreements (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A filed January 9, 2015). | |
| (d)(3) | Box, Inc. 2015 Employee Stock Purchase Plan and related form agreements (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed March 12, 2021). | |
| (d)(4) | Box, Inc. Amended 2015 Equity Incentive Plan Form of Global Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed March 12, 2021). | |
| (d)(5) | Box, Inc. 2011 Equity Incentive Plan and related form agreements (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A filed January 9, 2015). | |
| (d)(6) | Box, Inc. 2006 Stock Incentive Plan and related form agreements (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed January 9, 2015). | |
| (d)(7) | Box, Inc. Executive Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1/A filed July 7, 2014). | |
| (d)(8) | Box, Inc. Outside Director Compensation Policy, amended and restated on May 1, 2021.* | |
| (d)(9) | Form of Change in Control and Severance Agreement between the Company and each of Aaron Levie, Dylan Smith, Stephanie Carullo and certain of its executive officers (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1/A filed December 10, 2014). | |
| (d)(10) | Form of Change in Control and Severance Agreement between the Company and certain of its executive officers (incorporated by reference to Exhibit 10.7A to the Company’s Registration Statement on Form S-1/A filed December 10, 2014). | |
| (d)(11) | Offer Letter between the Company and Aaron Levie, dated as of December 19, 2014 (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1/A filed January 9, 2015). | |
| (d)(12) | Offer Letter between the Company and Dylan Smith, dated as of December 19, 2014 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed January 9, 2015). | |
| (d)(13) | Offer Letter between Box, Inc. and Stephanie Carullo, dated July 7, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 12, 2017). | |
| (d)(14) | Investment Agreement, dated April 7, 2021, by and among Box, Inc. and Powell Investors III L.P., KKR-Milton Credit Holdings L.P., KKR-NYC Credit C L.P., Tailored Opportunistic Credit Fund, CPS Holdings (US) L.P. and CPS Holdings (US) L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 8, 2021). | |
| Exhibit |
| |
| (d)(15) | Registration Rights Agreement, dated May 12, 2021, by and among the Company and ALOHA European Credit Fund, L.P., Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., CPS Holdings (US) L.P., Future Fund Board of Guardians, Illinois State Board of Investment, Indiana Public Retirement System, Kennedy Lewis Capital Partners Master Fund II L.P., KKR-Milton Credit Holdings L.P., KKR-NYC Credit C L.P., OHA AD Customized Credit Fund (International), L.P., OHA Artesian Customized Credit Fund I, L.P., OHA BCSS SSD II, L.P., OHA Black Bear Fund, L.P., OHA Centre Street Partnership, L.P., OHA Credit Solutions Master Fund II SPV, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Delaware Customized Credit Fund-F, L.P., OHA Dynamic Credit ORCA Fund, L.P., OHA Enhanced Credit Strategies Master Fund, L.P., OHA KC Customized Credit Master Fund, L.P., OHA MPS SSD II, L.P., OHA SA Customized Credit Fund, L.P., OHA Strategic Credit Master Fund II, L.P., OHA Structured Products Master Fund D, L.P., OHA Tactical Investment Master Fund, L.P., OHAT Credit Fund, L.P., Powell Investors III L.P., Tailored Opportunistic Credit Fund, The Coca-Cola Company Master Retirement Trust (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 18, 2021). | |
| (d)(16) | Joinder Agreement, dated May 12, 2021, by and among the Company, Powell Investors III L.P., a Cayman Islands exempted limited partnership, KKR-Milton Credit Holdings L.P., a Cayman Islands exempted limited partnership, KKR-NYC Credit C L.P., a Delaware limited partnership, Tailored Opportunistic Credit Fund, an Australian trust and CPS Holdings (US) L.P., a Delaware limited partnership, and ALOHA European Credit Fund, L.P., Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners III-Flex, L.P., Future Fund Board of Guardians, Illinois State Board of Investment, Indiana Public Retirement System, Kennedy Lewis Capital Partners Master Fund II L.P., OHA AD Customized Credit Fund (International), L.P., OHA Artesian Customized Credit Fund I, L.P., OHA BCSS SSD II, L.P., OHA Black Bear Fund, L.P., OHA Centre Street Partnership, L.P., OHA Credit Solutions Master Fund II SPV, L.P., OHA Delaware Customized Credit Fund Holdings, L.P., OHA Delaware Customized Credit Fund-F, L.P., OHA Dynamic Credit ORCA Fund, L.P., OHA Enhanced Credit Strategies Master Fund, L.P., OHA KC Customized Credit Master Fund, L.P., OHA MPS SSD II, L.P., OHA SA Customized Credit Fund, L.P., OHA Strategic Credit Master Fund II, L.P., OHA Structured Products Master Fund D, L.P., OHA Tactical Investment Master Fund, L.P., OHAT Credit Fund, L.P., The Coca-Cola Company Master Retirement Trust (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 18, 2021). | |
| (d)(17) |
Waiver of Investment Agreement, dated May 13, 2021, by the Company (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed May 18, 2021). | |
| (g) | Not Applicable. | |
| (h) | Not Applicable. | |
| * | Previously filed. |
| ** | Filed herewith. |
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.
| BOX, INC. | ||
| By: |
/s/ Dylan Smith | |
| Name: |
Dylan Smith | |
| Title: |
Chief Financial Officer | |
Dated: June 30, 2021
Exhibit (a)(5)(J)
Box, Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer
REDWOOD CITY, Calif., June 30, 2021 — (BUSINESS WIRE) — Box, Inc. (NYSE: BOX) (“Box”), the leading Content Cloud, today announced the preliminary results of its “modified Dutch Auction” tender offer, which expired at 12:00 midnight, New York City time, at the end of the day on June 29, 2021.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the “Depositary”), a total of 9,248,694 shares of Box’s Class A common stock, par value $0.0001 per share (each share of Box’s Class A common stock, a “Share,” and collectively, “Shares”), were properly tendered and not properly withdrawn at or below the purchase price of $25.75 per Share, including 2,975,220 Shares that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, Box expects to purchase approximately 9,248,694 Shares through the tender offer at a price of $25.75 per Share, for an aggregate cost of approximately $238 million, excluding fees and expenses relating to the tender offer. The total of 9,248,694 Shares that Box expects to purchase represents approximately 5.6% of the total number of Shares outstanding as of June 29, 2021.
“We are pleased to have offered stockholders who wished to sell their shares the opportunity to do so. For those stockholders who decided to stay invested in Box over the longer-term, we look forward to continued momentum across our business and enhancing the value of your shares,” said Bethany Mayer, Chair of the Box Board of Directors. “We anticipate deploying the unused portion of the $500 million intended for the tender offer to opportunistically repurchase shares. The Box Board and management remain laser focused on the execution of our strategy and acting in the best interests of all stockholders.”
The number of Shares expected to be purchased by Box and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of Shares to be purchased by Box and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted for purchase under the tender offer will occur promptly thereafter.
Morgan Stanley & Co. LLC acted as dealer manager for the tender offer. Box stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Innisfree M&A Incorporated, toll-free at 1 (877) 750-8233.
About Box, Inc.
Box (NYSE:BOX) is the leading Content Cloud that enables organizations to accelerate business processes, power workplace collaboration, and protect their most valuable information, all while working with a best-of-breed enterprise IT stack. Founded in 2005, Box simplifies work for leading organizations globally, including AstraZeneca, JLL, and Morgan Stanley. Box is headquartered in Redwood City, CA, with offices in the United States, Europe, and Asia. To learn more about Box, visit http://www.box.com. To learn more about how Box powers nonprofits to fulfill their missions, visit Box.org.
Forward-Looking Statements
This press release may include statements that may constitute “forward-looking statements,” including statements regarding the closing of the tender offer, Box’s expectations regarding its proposed purchase of Shares in the tender offer, the amount of Shares to be purchased (including the amount of Shares tendered through notice of guaranteed delivery), the purchase price per Share, other terms and conditions of the tender offer, our expectation of deploying the unused portion of the $500 million intended for the tender offer to opportunistically repurchase shares and our expectations regarding our business outlook and the future value of the Shares, as well as statements containing the words “believe,” “anticipate,” “estimate,” “project,” “expect” or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results of Box and its subsidiaries to differ materially from the forward-looking statements. Factors that could contribute to such differences include (1) developments or changes in economic or market conditions, (2) developments or changes in the securities markets, (3) developments or changes in our business, financial condition or cash flows, and (4) the factors identified under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as amended, our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, and in other reports filed by Box with the SEC. Box undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release.
Contacts
Investors:
Elaine Gaudioso and Cynthia Hiponia
+1 650-209-3467
ir@box.com
Media:
Denis Roy and Rachel Levine
+1 650-543-6926
press@box.com