Oppenheimer Holdings Inc SC TO-I/A, filed Jun 29, 2023
Oppenheimer Holdings Inc (OPY)
United states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
OPPENHEIMER HOLDINGS INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Class A non-voting common stock, par value $0.001 per share
(Title of Class of Securities)
671005106
(CUSIP Number of Class of Securities)
Dennis P. McNamara, Esq
Corporate Secretary
85 Broad Street
New York, New York 10004
(212) 668-8000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Michael J. Schwartz, Esq
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
(212) 735-2000 (facsimile)
| o | Check the box if 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: | |
| o | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| o | going-private transaction subject to Rule 13e-3. |
| o | 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 | |
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |
| o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| o | Rule 13d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the U.S. Securities and Exchange Commission by Oppenheimer Holdings Inc., a Delaware corporation (“Oppenheimer” or the “Company”), on May 31, 2023, in connection with the offer by Oppenheimer to purchase for not more than $30,000,000 in cash shares of its Class A non-voting common stock, par value $0.001 per share (the “Shares”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not greater than $40.00 per Share nor less than $34.00 per Share or (ii) purchase price tenders pursuant to which shareholders indicate they are willing to sell their Shares to the Company at the purchase price determined in the offer, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated May 31, 2023 (the “Offer to Purchase”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which was filed with the Schedule TO as Exhibit (a)(1)(B).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:
“On June 29, 2023, the Company issued a press release announcing the preliminary results of the Tender Offer, which expired at 11:59 p.m., New York City time, on June 28, 2023. A copy of the press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.”
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit index:
| Exhibit No. | Description | |
| (a)(5)(B) | Press release announcing preliminary results of the Tender Offer, dated June 29, 2023. | |
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.
| OPPENHEIMER HOLDINGS INC. | |||
| By: | /s/ Dennis McNamara | ||
| Name: Dennis McNamara | |||
| Title: Corporate Secretary | |||
Date: June 29, 2023
EXHIBIT INDEX
*Previously filed with the Schedule TO filed on May 31, 2023.
Exhibit (a)(5)(B)
Oppenheimer Holdings Inc. Announces Preliminary Results of Modified Dutch Auction Tender Offer
New York — June 29, 2023 — Oppenheimer Holdings Inc. (the “Company”) (NYSE: OPY) today announced preliminary results of its modified “Dutch auction” tender offer which expired at 11:59 p.m., New York City time, on Wednesday, June 28, 2023.
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the “Depositary”), a total of 437,183 shares of the Company’s Class A non-voting common stock, par value $0.001 per share (each, a “Share”), were properly tendered and not properly withdrawn at or below a purchase price of $40.00 per Share, including 8,143 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, the Company expects to purchase 437,183 Shares through the tender offer at a price of $40.00 per Share, for an aggregate cost of approximately $17.49 million, excluding fees and expenses relating to the tender offer. As the Company expects to accept for purchase all of the Shares which were properly tendered and not properly withdrawn at a price at or below $40.00 there is no proration factor. The total of 437,183 Shares that the Company expects to purchase represents approximately 4.0% of the Company’s currently outstanding Shares as of June 28, 2023.
The number of Shares expected to be purchased by the Company, the purchase price per Share, and the total 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 the Company, the final purchase price per Share, and the final total 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.
Oppenheimer & Co. Inc. acted as dealer manager for the tender offer and D.F. King & Co., Inc. acted as information agent for the tender offer. Holders of the Shares who have questions or would like additional information about the tender offer may contact D.F. King & Co., Inc. at (866) 828-6934 or OPY@dfking.com and Oppenheimer & Co. Inc. at (212) 668-8000 or info@opco.com.
Company Information
Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full service broker-dealer that is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (corporate and public finance), equity and fixed income research, market-making, trust services, and investment advisory and asset management services. With roots tracing back to 1881, the Company is headquartered in New York and has 92 retail branch offices in the United States and institutional businesses located in London, Tel Aviv, and Hong Kong.
Forward-Looking Statements
This press release includes certain "forward-looking statements" relating to anticipated future performance. For a discussion of the factors that could cause future performance to be different than anticipated, reference is made to Factors Affecting "Forward-Looking Statements" and Part 1A – Risk Factors in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and Annual Report on Form 10-K for the year ended December 31, 2022.