SC TO-I/A 1 v384586_sctoia.htm SC TO-I/A

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________

 

SCHEDULE TO/A

Amendment No. 6

____________

 

(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

____________

 

AQUASITION CORP.
(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))
Common Stock, $0.0001 Par Value

(Title of Class of Securities)

 

Y0192H103

____________

(CUSIP Number of Class of Securities)

____________

 

Matthew C. Los
c/o Seacrest Shipping Co. Ltd.
8 – 10 Paul Street
London EC2A 4JH, England
Telephone: +44-207-426-1155

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

with a copy to:

 

Mitchell S. Nussbaum, Esq.
Giovanni Caruso, Esq.

Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000

____________

 

CALCULATION OF FILING FEE

 

Transaction valuation*
$51,448,500		 Amount of filing fee*
$6,626.57**

 

* Estimated for purposes of calculating the amount of the filing fee only. The transaction value assumes the purchase of a total of 4,995,000 outstanding shares of Common Stock of Aquasition Corp., par value $0.0001 per share, at the tender offer price of $10.30 per share. The amount of the filing fee is calculated pursuant to Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, which equals $128.80 for each $1,000,000 of the value of the transaction.

 

** Previously paid.

 

  ¨ 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A

 

  ¨ 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.

 

xissuer 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)

 

 
 

 

Table of Contents

 

      Page
       
Item 1. Summary Term Sheet.   1
       
Item 2. Subject Company Information.   1
       
  (a) Name and Address.   1
       
  (b) Securities.   1
       
  (c) Trading Market and Price.   1
       
Item 3. Identity and Background of Filing Person.   1
       
  (a) Name and Address.   1
       
Item 4. Terms of the Transaction.   2
       
  (a) Material Terms.   2
       
  (b) Purchases.   3
       
Item 5. Past Contracts, Transactions, Negotiations and Arrangements.   3
       
  (a) Agreements Involving the Subject Company’s Securities.   3
       
Item 6. Purposes of the Transaction and Plans or Proposals.   3
       
  (a) Purposes.   3
       
  (b) Uses of Securities Acquired.   3
       
  (c) Plans.   3
       
Item 7. Source and Amount of Funds or Other Consideration.   3
       
  (a) Sources of Funds.   3
       
  (b) Conditions.   3
       
  (c) Borrowed Funds.   3
       
Item 8. Interest in Securities of the Subject Company.   4
       
  (a) Securities Ownership.   4
       
  (b) Securities Transactions.   4
       
Item 9. Person/Assets, Retained, Employed, Compensated or Used.   4
       
  (a) Solicitations or Recommendations.   4

 

 
 

 

Table of Contents continued

 

 

      Page
       
Item 10. Financial Statements.   4
       
  (a) Financial Information.   4
       
  (b) Pro Forma Information. 4
       
Item 11. Additional Information.   4
       
  (a) Agreements, Regulatory Requirements and Legal Proceedings.   4
       
  (b) Other Material Information.   4
       
Item 12. Exhibits.   5
       
Item 13. Information Required by Schedule 13e-3.   5

 

 
 

 

SCHEDULE TO

 

This amendment No. 6 to the Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Aquasition Corp. a Marshall Islands company (the “Company”) and amends and restates the Tender Offer Statement on Schedule TO, as amended, originally filed on June 4, 2014. This Schedule TO relates to the offer by the Company to all holders of the Company’s outstanding shares of Common Stock, par value $0.0001 per share (the “Shares”), at a price of $10.30 per share in cash, without interest.  The offer is subject to the terms and conditions set forth in the Offer Letter, dated July 18, 2014 (the “Offer Letter”), a copy of which was previously filed as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which was previously filed as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

 

This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended. The information in the Offer Letter and the related Letter of Transmittal is incorporated by reference as set forth below.

 

Item 1.Summary Term Sheet.

 

The information set forth in the section of the Offer Letter titled “Summary Term Sheet” is incorporated herein by reference.

 

Item 2.Subject Company Information.

 

(a) Name and Address.

 

The name of the subject company and the filing person is Aquasition Corp, a Marshall Islands company.  Its principal executive offices are located at c/o Seacrest Shipping Co. Ltd., 8 – 10 Paul Street, London EC2A 4JH, England.  The Company’s telephone number is +44-207-426-1155.

 

(b) Securities.

 

The securities that are the subject of this Schedule TO are 4,995,000 Shares.  As of July 18, 2014, there were 7,305,500 Shares of the Company issued and outstanding.

 

(c) Trading Market and Price.

 

The information set forth in the Offer Letter under “Market Price Information” is incorporated herein by reference.

 

Item 3.Identity and Background of Filing Person.

 

(a) Name and Address.

 

The Company is the subject company and the filing person.  The business address and telephone number of the Company are set forth under Item 2(a) above.

 

The names of the executive officers and directors of the Company who are persons specified in Instruction C to Schedule TO are set forth below.  The business address for each such person is c/o Seacrest Shipping Co. Ltd., 8 – 10 Paul Street, London EC2A 4JH, England, and the telephone number for each such person is +44-207-426-1155.

 

Name

  

Position

Leonidas S. Polemis   Non-Executive Chairman of the Board
Matthew C. Los   Chief Executive Officer and director
Stylianos Stergios Sougioultzoglou   Chief Financial Officer and director
Nicholas John Frangos   Director
Themistoklis Kalapotharakos   Director

 

1
 

 

Item 4.Terms of the Transaction.

 

(a) Material Terms.

 

(1)(i) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer—General” is incorporated herein by reference.

 

(1)(ii) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer—Purchase Price” is incorporated herein by reference.

 

(1)(iii) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer—Scheduled Expiration of Offer” is incorporated herein by reference.

 

(1)(iv) Not applicable.

 

(1)(v) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer— Extension of the Offer; Termination; Amendment” is incorporated herein by reference.

 

(1)(vi) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer—Procedures for Tendering shares of Common Stock—Withdrawal Rights” is incorporated herein by reference.

 

(1)(vii) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer—Procedures for Tendering shares of Common Stock” is incorporated herein by reference.

 

(1)(viii) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” and “The Offer— Purchase of Common Stock and Payment of Purchase Price” is incorporated herein by reference.

 

(1)(ix) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” “The Offer— No Proration in Offer” and “The Offer—Conditions of the Offer” is incorporated herein by reference.

 

(1)(x) The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “The Offer—Purpose of the Offer” and “The Offer—Certain Effects of the Offer” is incorporated herein by reference.

 

(1)(xi) Not applicable.

 

(1)(xii) The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors” and “Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.

 

(2)(i)-(vii) Not applicable.

 

(b) Purchases.

 

Holders of our shares of Common Stock issued prior to our initial public offering, including our officers and directors, have agreed not to participate in the Offer with respect to such shares. Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of our directors, executive officers, affiliates or subsidiaries have effected any transactions involving our securities during the 60 days prior to July 18, 2014.

 

2
 

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “The Acquisition—Interests of Certain Persons in the Acquisition,” “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities” and “Certain Relationships and Related Transactions” is incorporated herein by reference.  See Item 8(a) herein for more information.

 

Item 5.Past Contracts, Transactions, Negotiations and Arrangements.

 

(a) Agreements Involving the Subject Company’s Securities.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “The Acquisition—Interests of Certain Persons in the Acquisition,” “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

 

Item 6.Purposes of the Transaction and Plans or Proposals.

 

(a) Purposes.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors” and “The Offer—Purpose of the Offer” is incorporated herein by reference.

 

(b) Uses of Securities Acquired.

 

The securities will be retired and cancelled.

 

(c) Plans.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors” and “The Offer—Purpose of the Offer” is incorporated herein by reference.

 

Item 7.Source and Amount of Funds or Other Consideration.

 

(a) Sources of Funds.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors” and “The Offer— Source and Amount of Funds” is incorporated herein by reference.

 

(b) Conditions.

 

The information set forth in the Offer Letter under “Summary Term Sheet,” “Questions and Answers about the Offer,” “Summary,” “The Offer— No Proration in Offer” and “The Offer—Conditions of the Offer” is incorporated herein by reference.

 

(c) Borrowed Funds.

 

Not applicable.

 

3
 

 

Item 8.Interest in Securities of the Subject Company.

 

(a) Securities Ownership.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “The Acquisition—Interests of Certain Persons in the Acquisition,” “The Offer—Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

 

(b) Securities Transactions.

 

Neither the Company nor to the Company’s knowledge after reasonable inquiry have any of its other officers or directors engaged in any transactions in the Shares required to be disclosed in this Item 8(b).

 

Item 9.Person/Assets, Retained, Employed, Compensated or Used.

 

(a) Solicitations or Recommendations.

 

The Company has retained American Stock Transfer & Trust Company (“American”) to act as the Depositary and Advantage Proxy (“Advantage”) to act as the Information Agent. The Company may contact holders of Shares over the Internet, by mail, telephone, fax, email or other electronic means, and may request brokers, dealers, commercial banks, trust companies and other nominee holders to forward material relating to the Offer to beneficial owners. Each of American and Advantage will receive reasonable and customary compensation for its services in connection with the Offer, plus reimbursement for out-of-pocket expenses, and will be indemnified by the Company against certain liabilities and expenses in connection therewith.

 

The information set forth in the Offer Letter under “The Offer—Fees and Expenses” is incorporated herein by reference.

 

Item 10.Financial Statements.

 

(a) Financial Information.

 

Not applicable.

 

(b) Pro Forma Information.

 

Not applicable.

 

Item 11.Additional Information.

 

(a) Agreements, Regulatory Requirements and Legal Proceedings.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “The Acquisition,” “The Offer—Purpose of the Offer,” “The Offer—Certain Legal Matters; Regulatory Approvals” and “Certain Relationships and Related Transactions” is incorporated herein by reference.

 

(b) Other Material Information.

 

The information set forth in the Offer Letter under “Questions and Answers about the Offer,” “Summary,” “Risk Factors,” “Information about Aquasition,” “Post-Acquisition Business,” “Post-Acquisition Business”, “The Acquisition,” “The Offer,” “Security Ownership of Certain Beneficial Owners and Management,” “Certain Relationships and Related Transactions” and “Material U.S. Federal Income Tax Consequences” is incorporated herein by reference.

 

4
 

 

Item 12.Exhibits.

 

Exhibit

Number

  Description
(a)(1)(A)   Offer Letter dated July 18, 2014. *
(a)(1)(B)   Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). *
(a)(1)(C)   Form of Notice of Guaranteed Delivery. *
(a)(1)(D)   Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. *
(a)(1)(E)   Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients. *
(a)(5)(A)   The Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission April 4, 2014 (incorporated by reference to the Form 6-K furnished to the Securities and Exchange Commission on such date). *
(a)(5)(B)   Presentation
(b)   Not applicable.
(c)   Not applicable.
(d)(1)   Share Exchange Agreement and Plan of Liquidation, dated March 24, 2014.*
(d)(2)   Press Release, dated March 26, 2014. *
(d)(3)   First amendment to Share Exchange Agreement and Plan of Liquidation.*
(d)(4)   Press Release, dated July 1, 2014.*
(e)   Not applicable.
(f)   Not applicable.
(g)   Not applicable.
(h)   Not applicable.
*   Previously filed

 

Item 13.Information Required by Schedule 13e-3.

 

Not applicable.

 

5
 

 

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.

 

  AQUASITION CORP.
  By: /s/  Matthew C. Los
    Name:  Matthew C. Los
    Title: Chief Executive Officer

 

Date: July 24, 2014

 

6
 

 

INDEX TO EXHIBITS

 

Exhibit

Number

  Description
(a)(1)(A)   Offer Letter dated July 18, 2014. *
(a)(1)(B)   Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9). *
(a)(1)(C)   Form of Notice of Guaranteed Delivery. *
(a)(1)(D)   Form of letter to brokers, dealers, commercial banks, trust companies and other nominees to their clients. *
(a)(1)(E)   Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees for their clients.*
(a)(5)(A)   The Company’s Report of Foreign Private Issuer on Form 6-K furnished to the Securities and Exchange Commission April 4, 2014 (incorporated by reference to the Form 6-K furnished to the Securities and Exchange Commission on such date). *
(a)(5)(B)   Presentation
(b)   Not applicable.
(c)   Not applicable.
(d)(1)   Share Exchange Agreement and Plan of Liquidation, dated March 24, 2014.*
(d)(2)   Press Release, dated March 26, 2014 .*
(d)(3)   First amendment to Share Exchange Agreement and Plan of Liquidation.*
(d)(4)   Press Release, dated July 1, 2014.*
(e)   Not applicable.
(f)   Not applicable.
(g)   Not applicable.
(h)   Not applicable.
*   Previously filed

 

7