SC TO-I/A 1 y03335sctoviza.htm SC TO-I/A sctoviza
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
TOREADOR RESOURCES CORPORATION
(Name of Subject Company and Filing Persons (Issuer))
5.00% Convertible Senior Notes due 2025
(Title of Class of Securities)
891050AA4
891050AB2
(CUSIP Number of Class of Securities)
Craig M. McKenzie
Chief Executive Officer
Toreador Resources Corporation
13760 Noel Road, Suite 1100
Dallas, TX 75240-1383
214-559-3933
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Person)
Copies to:
     
Laurent Faugérolas
Willkie Farr & Gallagher LLP
21-23 rue de la Ville l’Evêque
75008 Paris, France 		  Jon J. Lyman
Willkie Farr & Gallagher LLP
Citypoint, 1 Ropemaker Street
London EC2Y 9HT United Kingdom
CALCULATION OF FILING FEE
               
 
  Transaction Valuation*     Amount of Filing Fee**  
 
$32,385,000
     $ 2,309.05    
 
 
*   Calculated solely for purposes of determining the filing fee. The purchase price of the 5.00% Convertible Senior Notes due 2025 (the “Notes”), as described herein, is $1,000 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the repurchase date. As of August 30, 2010, there was $32,385,000 in aggregate principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of $32,385,000.
 
**   The amount of the filing fee was calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $71.30 for each $1,000,000 of the value of the transaction. The filing fee was paid in connection with the filing by Toreador Resources Corporation of the original Schedule TO.
þ    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: $2,309.05   Filing Party: Toreador Resources Corporation
Form or Registration No.: Schedule TO   Date Filed: September 2, 2010
o    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:
     
o third-party tender offer subject to Rule 14d-1.
  o going-private transaction subject to Rule 13e-3.
 
    
þ issuer tender offer subject to Rule 13e-4.
  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: þ
 
 

 

 

INTRODUCTORY STATEMENT
This Amendment No. 2 is an amendment to the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Toreador Resources Corporation, a Delaware corporation (“Toreador” or the “Company”) with respect to the right of each holder (each, a “Holder”) of the Company’s 5.00% Convertible Senior Notes due 2025 (the “Notes”) to require the Company to repurchase the Notes, as set forth in the Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 2, 2010 (the “Company Notice”) and the Supplement to Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 13, 2010 (the “Supplement”) and the related notice materials filed as exhibits to the originally filed Schedule TO (which related notice materials, together with the Company Notice and Supplement, collectively constitute the “Option Documents”). This Amendment No. 2 to the Schedule TO is intended to satisfy the filing and disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934.
Items 1 and 4.
Items 1 and 4 of the Schedule TO are hereby amended and supplemented by the following language:
“The right of Holders to surrender their Notes for purchase (the “Put Option”) by the Company pursuant to the Option Documents expired at 12:00 midnight, New York City time, at the end of September 30, 2010. The Company has been advised by The Bank of New York Mellon, as paying agent (the “Paying Agent”), that $32,256,000 aggregate principal amount of the Notes were validly surrendered for purchase and not withdrawn prior to the expiration of the Put Option. Toreador has accepted all such Notes for payment. In accordance with the terms of the indenture governing the Notes, Toreador has forwarded the Paying Agent the appropriate amount of cash required to pay the total purchase price for the surrendered Notes, and, in accordance with the indenture, the Paying Agent will distribute the cash to the Holders no later than three business days following the later of October 1, 2010 or the delivery by the Holder of the Note(s). After giving effect to the purchase of the Notes pursuant to the Put Option, $129,000 aggregate principal amount of the Notes remains outstanding.”
Item 12. Exhibits.
     
Exhibit    
Number   Description
(a)(1)(A)*
  Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 2, 2010.
 
    
(a)(1)(B)*
  Supplement to Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 13, 2010.
 
    
(b)
  Not applicable.
 
    
(d)(1)
  Indenture, dated as of September 27, 2005, between the Company and the Trustee (incorporated by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-3 filed on November 10, 2005).
 
    
(g)
  Not applicable.
 
    
(h)
  Not applicable.
 
*   Previously filed.

 

 

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.
         
Date: October 1, 2010   Toreador Resources Corporation
 		  
  By:   /s/ Craig M. McKenzie   
    Name:   Craig M. McKenzie   
    Title:   President and Chief Executive Officer   
 

 

 

EXHIBIT INDEX
     
Exhibit    
Number   Description
(a)(1)(A)*
  Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 2, 2010.
 
    
(a)(1)(B)*
  Supplement to Company Notice to Holders of 5.00% Convertible Senior Notes due 2025, dated September 13, 2010.
 
    
(b)
  Not applicable.
 
    
(d)(1)
  Indenture, dated as of September 27, 2005, between the Company and the Trustee (incorporated by reference to Exhibit 4.19 to the Company’s Registration Statement on Form S-3 filed on November 10, 2005).
 
    
(g)
  Not applicable.
 
    
(h)
  Not applicable.
 
*   Previously filed.