0001193125-15-250420.txt : 20150710 0001193125-15-250420.hdr.sgml : 20150710 20150710165335 ACCESSION NUMBER: 0001193125-15-250420 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150710 DATE AS OF CHANGE: 20150710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XOOM Corp CENTRAL INDEX KEY: 0001315657 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 943401054 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87351 FILM NUMBER: 15984140 BUSINESS ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-660-1089 MAIL ADDRESS: STREET 1: 425 MARKET STREET 12TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: XOOM CORP DATE OF NAME CHANGE: 20050127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PayPal Holdings, Inc. CENTRAL INDEX KEY: 0001633917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 492989869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2211 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: (408) 967-7400 MAIL ADDRESS: STREET 1: 2211 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 SC 13D 1 d98409dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13-D

Under the Securities Act of 1934*

 

 

XOOM CORPORATION

(Name of Issuer)

 

 

Common Stock, Par Value $0.0001 per share

(Title of Class of Securities)

 

 

9841 9Q 101

(CUSIP Number)

 

 

A. Louise Pentland

Senior Vice President, General Counsel and Secretary

PayPal Holdings, Inc.

2211 North First Street

San Jose, California 95131

(408) 967-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


CUSIP No. 9841 9Q 101

 

  1 

NAME OF REPORTING PERSONS

 

PayPal Holdings, Inc.

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

I.R.S. I.D. # 47-2989869

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

OO

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

  SOLE VOTING POWER

 

  0

  8

  SHARED VOTING POWER

 

  7,050,802(1)

  9

  SOLE DISPOSITIVE POWER

 

  0

10

  SHARED DISPOSITIVE POWER

 

  0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,050,802(1)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.9%(1)

14

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

(1) Based on 39,294,283 shares of common stock of Xoom Corporation outstanding as of June 30, 2015, as set forth in the Merger Agreement (as defined below). Pursuant to the Support Agreements described in Item 4, PayPal Holdings, Inc. may be deemed to have beneficial ownership of 7,050,802 shares of common stock of Xoom Corporation. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by PayPal Holdings, Inc. that it is the beneficial owner of any of such shares for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.

 

2


ITEM 1. SECURITY AND ISSUER

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Xoom Corporation, a Delaware corporation (“Xoom”). The principal executive offices of Xoom are located at 425 Market Street, 12th Floor, San Francisco, CA 94105.

 

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c) This Schedule 13D is being filed by PayPal Holdings, Inc., a Delaware corporation (“PayPal”). The address of the principal place of business and principal office of PayPal is 2211 North First Street, San Jose, California 95131. PayPal, together with its subsidiaries and affiliates, operates a proprietary global technology platform that links merchants and consumers around the globe to facilitate the processing of payment transactions, allowing PayPal to connect millions of merchants and consumers worldwide. PayPal’s Payments Platform facilitates an efficient and secure means for merchants to receive payments, and a convenient, secure way for consumers to make payments. The name, business address and present principal occupation or employment of each director and executive officer of PayPal, and the name, principal place of business and address of any corporation or other organization in which such employment is conducted, are set forth on Schedule A to this Schedule 13D and incorporated herein by reference.

(d) During the last five years, neither PayPal, nor to PayPal’s knowledge, any person named on Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, neither PayPal, nor to the best knowledge of PayPal, any of the directors and executive officers identified on Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) Except for Tomer Barel, who is a citizen of Israel, all of the directors and executive officers required to be listed in Schedule A are United States citizens.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

As an inducement for PayPal and its wholly owned subsidiary, Parent, to enter into the Merger Agreement (which, together with all other capitalized but undefined terms used in this Item 3, are defined in Item 4), each of the following executive officers, directors, affiliates of directors and/or stockholders of Xoom entered into Voting and Support Agreements, dated as of July 1, 2015, in favor of Parent (the “Support Agreements”): Sequoia Capital XI, L.P., Sequoia Technology Partners XI, L.P., Sequoia Capital XI Principals Fund LLC and SC XI Management, LLC, John H. Kunze, Ryno Blignaut, Julian King, Christopher G. Ferro, Roelof F. Botha, P. Thomas Killalea, Murray J. Demo, Kevin E. Hartz, C. Richard Kramlich, Anne C. Mitchell, Chris L. Shimojima and Matthew J. Roberts (the “Supporting Stockholders”).

As of June 30, 2015, the Supporting Stockholders owned an aggregate of 7,050,802 outstanding shares of Common Stock representing approximately 17.9% of the shares of Common Stock represented by Xoom in the Merger Agreement to be outstanding as of that date (the “Support Agreement Shares”). This amount excludes equity awards beneficially owned by the Supporting Stockholders, which underlying shares are not expected to be outstanding at the time Xoom stockholders vote to adopt the Merger Agreement.

The Support Agreement Shares to which this Schedule 13D relates have not been purchased by Parent, and thus no funds were used for such purpose. Neither PayPal nor Parent has paid additional consideration to the

 

3


Supporting Stockholders in connection with the execution and delivery of the Support Agreements. For a description of the Support Agreements, see Item 4 below, which description is incorporated herein by reference in response to this Item 3.

 

ITEM 4. PURPOSE OF TRANSACTION

As an inducement for PayPal and Parent to enter into the Merger Agreement, the Supporting Stockholders entered into the Support Agreements. The purpose of the Support Agreements is to facilitate the transactions contemplated by the Merger Agreement.

Merger Agreement

On July 1, 2015, PayPal, Inc. (“Parent”), Timer Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and PayPal, the parent entity of Parent and Merger Sub (a party solely for the limited purposes of Sections 1.9 and 3 of the Merger Agreement) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Xoom.

Under the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Xoom (the “Merger”), with Xoom continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of Parent. As of the effective time of the Merger (the “Effective Time”), each issued and outstanding share of Xoom common stock (other than shares held by PayPal, Parent, Merger Sub, Xoom or any of their respective subsidiaries or shares held by stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be canceled and converted into the right to receive $25.00 in cash, without interest (the “Merger Consideration”).

The consummation of the Merger is subject to certain customary conditions, including, without limitation: (a) the approval by the holders of at least a majority of the outstanding shares of Xoom common stock entitled to vote on the Merger Agreement and the transactions contemplated thereby, including the Merger; (b) the expiration or early termination of the applicable pre-merger waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (c) the receipt of certain consents relating to Xoom’s money transmitter licenses; and (d) other customary closing conditions. The obligation of each party to consummate the Merger is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), the other party having performed in all material respects its obligations under the Merger Agreement and Xoom having not suffered a material adverse effect.

The Merger Agreement contains certain provisions that limit the ability of Xoom to engage in a transaction that would entail a change of control of Xoom during the pendency of the transactions contemplated by the Merger Agreement.

Upon consummation of the Merger, the directors and officers of Merger Sub immediately prior thereto will become the respective directors and officers of Xoom, as the surviving corporation in the Merger, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified. As of the date hereof, the sole director of Merger Sub is Russell Elmer and the officers of Merger Sub are Russell Elmer (President and Secretary) and Anthony Glasby (Treasurer).

Under the terms and subject to the conditions set forth in the Merger Agreement, Xoom may not, without Parent’s prior written consent: (a) declare, set aside, make or pay any dividend or other distribution with respect to any shares of its capital stock; (b) acquire, repurchase or redeem any shares of its capital stock; (c) issue, sell, or deliver any shares of its capital stock; or (d) split, combine, subdivide, or reclassify any shares of its capital stock; in each case, except under limited circumstances as set forth in the Merger Agreement.

Upon consummation of the Merger, the Common Stock will be delisted from the NASDAQ Global Select Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

 

4


Support Agreements

Pursuant to the Support Agreements, the Supporting Stockholders have undertaken to vote (and have irrevocably appointed Parent as their proxy to vote) all of their shares of Common Stock: (a) in favor of: (i) the adoption of the Merger Agreement and the terms thereof; (ii) each of the other actions contemplated by the Merger Agreement; and (iii) any action in furtherance of any of the foregoing; (b) against any action or agreement that would to the knowledge of such Supporting Stockholder result in a breach of any representation, warranty, covenant or obligation made by Xoom in the Merger Agreement; and (c) against the following actions (other than the transactions contemplated by the Merger Agreement and each other agreement, document or instrument to be executed or delivered pursuant to the Merger Agreement): (i) any Acquisition Proposal or Acquisition Transaction (as such terms are defined in the Merger Agreement); (ii) any change in a majority of the board of directors of Xoom; (iii) any amendment to Xoom’s certificate of incorporation or bylaws; (iv) any material change in the capitalization of Xoom or Xoom’s corporate structure; and (v) any other action which is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement.

The Supporting Stockholders also agreed to not: (a) directly or indirectly, cause or permit any transfer of any securities of Xoom owned by them as of the date of the Support Agreements, or acquired thereafter but prior to the termination of the Support Agreements (the “Subject Securities”), to be effected; or (b) tender, agree to tender or permit to be tendered any Subject Securities in response to or otherwise in connection with any tender or exchange offer.

The Supporting Stockholders have also undertaken to ensure that: (a) none of the Subject Securities would be deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

The Support Agreements will terminate upon the earlier to occur of the date on which the Merger Agreement is validly terminated, the date upon which the Merger becomes effective, or the amendment or modification of the Merger Agreement without the prior written consent of the Supporting Stockholder to decrease the amount of the per share Merger Consideration.

The foregoing descriptions of the Merger Agreement and the Support Agreements are qualified in their entirety by reference to the full text of such agreements. The Merger Agreement and the Support Agreements are filed as Exhibits 1 and 2 hereto, respectively, and are incorporated herein by reference.

Except as set forth in this Schedule 13D, the Merger Agreement and the Support Agreements, neither PayPal, nor to PayPal’s knowledge, any person named on Schedule A, has any present plans which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) Pursuant to the Support Agreements, PayPal may be deemed to have beneficial ownership of 7,050,802 shares of Common Stock outstanding on the record date of any vote at a stockholder meeting or through written consent for certain events as set forth in the Support Agreements. Based on 39,294,283 shares of Common Stock outstanding as of June 30, 2015, as set forth in the Merger Agreement, PayPal may be deemed to have beneficial ownership of approximately 17.9% of the Common Stock if the record date were June 30, 2015. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by PayPal that it is the beneficial owner of any of the Common Stock referenced herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

To PayPal’s knowledge, no shares of Common Stock are beneficially owned by any of the persons listed on Schedule A.

(b) Pursuant to the Support Agreements, PayPal may be deemed to have shared power to vote or direct the voting of 7,050,802 shares of Common Stock held by the Supporting Stockholders.

 

5


The information required by Item 2 relating to the Supporting Stockholders is set forth in Schedule B and consists of information filed by the Supporting Stockholders under Section 13 of the Exchange Act. While PayPal has no reason to believe that such information was not reliable as of its date, PayPal makes no representation or warranty with respect to the accuracy or completeness of such information, and the filing of this Schedule 13D shall not create any implication under any circumstances that there have been no events, or that there is no other information, including events or information not yet publicly disclosed by any of the Supporting Stockholders, which may affect the accuracy or completeness of such information.

(c) Except for the Merger Agreement, the Support Agreements and the transactions contemplated by those agreements, neither PayPal, nor to PayPal’s knowledge, any person named on Schedule A, has effected any transaction in the Common Stock during the past 60 days.

(d) Except for the Merger Agreement and the Support Agreements, and the transactions contemplated by those agreements, neither PayPal, nor to PayPal’s knowledge, any person named on Schedule A, has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than as described in Items 3, 4 and 5, which are incorporated herein by reference, and in the agreements and documents attached as exhibits hereto or incorporated herein by reference, to the knowledge of PayPal, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between such persons and any other person with respect to any securities of Xoom, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, the existence of which would give another person voting or investment power over the securities of Xoom.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit

Number

   Description
1    Agreement and Plan of Merger, dated July 1, 2015, among PayPal, Inc., Timer Acquisition Corp., Xoom Corporation and PayPal Holdings, Inc. (solely for the limited purposes of Sections 1.9 and 3 thereof) (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K of Xoom Corporation, filed by Xoom Corporation with the Securities and Exchange Commission on July 2, 2015, File No. 001-35801).
2    Form of Voting and Support Agreement entered into between PayPal, Inc. and the following executive officers, directors, affiliates of directors and/or stockholders of Xoom Corporation: Sequoia Capital XI, L.P., Sequoia Technology Partners XI, L.P., Sequoia Capital XI Principals Fund LLC and SC XI Management, LLC, John H. Kunze, Ryno Blignaut, Julian King, Christopher G. Ferro, Roelof F. Botha, P. Thomas Killalea, Murray J. Demo, Kevin E. Hartz, C. Richard Kramlich, Anne C. Mitchell, Chris L. Shimojima and Matthew J. Roberts (incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K of Xoom Corporation, filed by Xoom Corporation with the Securities and Exchange Commission on July 2, 2015, File No. 001-35801).

 

6


SIGNATURE

After reasonable 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.

 

PayPal Holdings, Inc.
By:

/s/ Russell S. Elmer

Name: Russell S. Elmer
Title: Vice President, Deputy General Counsel, Assistant Secretary
Date: July 10, 2015

 

7


SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF PAYPAL HOLDINGS, INC.

The following table sets forth the name, business address, present principal occupation or employment and material occupations, positions, offices or employment of each of the directors and executive officers of PayPal Holdings, Inc. as of the date of this Schedule 13D. All directors and executive officers listed below are citizens of the United States unless otherwise noted herein. The business address for all of the directors and executive officers PayPal Holdings, Inc. is c/o PayPal Holdings, Inc., 2211 North First Street, San Jose, California 95131.

Directors of PayPal Holdings, Inc.:

 

Name

  

Position

    

Present Principal Occupation or Employment and Business Address

David W. Dorman    Director     

Non-Executive Chairman of the Board of CVS Health Corporation;

Founding Partner, Centerview Capital

Michael R. Jacobson    Director      Senior Vice President, Legal Affairs, General Counsel and Secretary of eBay Inc.
Gail J. McGovern    Director      President and Chief Executive Officer of the American Red Cross
David M. Moffett    Director     

Former Chief Executive Officer of Federal Home Loan Mortgage Corp. (Freddie Mac);

Director of CIT Group Inc.;

Director of Genworth Financial, Inc.;

Trustee for the University of Oklahoma Foundation;

Trustee for Columbia Atlantic Mutual Funds

Robert H. Swan    Director      Senior Vice President, Finance and Chief Financial Officer of eBay Inc.

Executive Officers of PayPal Holdings, Inc.:

 

Name

  

Present Principal Employment

Daniel H. Schulman    President and Chief Executive Officer
Jonathan Auerbach    Senior Vice President, Chief Strategy and Growth Officer
Tomer Barel    Senior Vice President, Chief Risk Officer
James J. Barrese    Chief Technology Officer and Senior Vice President, Payment Services
Patrick L. A. Dupuis    Senior Vice President, Interim Chief Financial Officer
Hill Ferguson    Senior Vice President, Consumer
Gary J. Marino    Senior Vice President, Global Credit and the Americas
A. Louise Pentland    Senior Vice President, General Counsel and Secretary
William J. Ready    Senior Vice President, Merchant and Next Generation Commerce

 

A-1


SCHEDULE B

CERTAIN INFORMATION REGARDING THE SUPPORTING STOCKHOLDERS

The information set forth on this Schedule B relating to the Supporting Stockholders is based on information filed with the SEC under Section 13 of the Exchange Act. While PayPal has no reason to believe that such information was not reliable as of its date, PayPal makes no representation or warranty with respect to the accuracy or completeness of such information.

 

Name

  

Position

    

Present Principal Occupation or Employment and Business Address

John Kunze    President and Chief Executive Officer (principal executive officer)     

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Roelof Botha    Director     

Managing Member, Sequoia Capital Operations, LLC

Address:

2800 Sand Hill Road, Suite 101, Menlo Park, California 94025

Murray J. Demo    Director     

Former Chief Financial Officer of Dolby Laboratories, Inc.

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Kevin E. Hartz    Director     

Co-Founder and Chief Executive Officer, Eventbrite, Inc.

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Peter Thomas Killalea    Director     

Advisor for private technology-driven companies, former Vice President, Amazon.com, Inc.

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

C. Richard Kramlich    Director     

Chairman, NEA Management Company, Chairman and Co-Founder, KIC Co-Invest, LLC

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Anne Mitchell    Director     

Executive Coach, Former Venture Partner at Volition Capital

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Matthew Roberts    Director     

President and Chief Executive Officer, OpenTable, Inc.

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Sequoia Capital XI, LP; Sequoia Capital XI Principals Fund, LLC; Sequoia Technology Partners XI, LP; SC XI Management, LLC    N/A     

Address:

3000 Sand Hill Road, 4-250, Menlo Park, California 94025

Chris Shimojima    Director     

Former Chief Executive Officer, Provide Commerce, Inc.

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

 

B-1


Name

  

Position

    

Present Principal Occupation or Employment and Business Address

Ryno Blignaut    Chief Financial Officer     

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Julian King    Senior Vice President     

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

Christopher G. Ferro    Vice President and General Counsel     

Address:

425 Market Street, 12th Floor, San Francisco, California 94105

 

B-2