CKXE Ckx, Inc. (MM)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

Amendment No. 7

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

 

 

CKX, INC.

(Name of Subject Company—(Issuer))

 

 

CKX ENTERTAINMENT, INC. (F/K/A COLONEL HOLDINGS, INC.)

CKX ENTERTAINMENT UK LIMITED (F/K/A/ COLONEL UK HOLDINGS LIMITED)

CKX ENTERTAINMENT OFFEROR, LLC (F/K/A COLONEL OFFEROR SUB, LLC)

COLONEL MERGER SUB, INC.

(Names of Filing Persons—(Offerors))

APOLLO MANAGEMENT VII, L.P.

(Names of Filing Persons—(Other Person(s))

 

 

SCHEDULE 13E-3/A

Amendment No. 7

(Rule 13e-3)

Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

 

 

CKX, INC.

(Name of Subject Company—(Issuer))

 

 

CKX ENTERTAINMENT, INC. (F/K/A COLONEL HOLDINGS, INC.)

CKX ENTERTAINMENT UK LIMITED (F/K/A/ COLONEL UK HOLDINGS LIMITED)

CKX ENTERTAINMENT OFFEROR, LLC (F/K/A COLONEL OFFEROR SUB, LLC)

COLONEL MERGER SUB, INC.

APOLLO MANAGEMENT VII, L.P.

(Names of Persons—Filing Statements)

 

 

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

 

 

12562M106

(CUSIP Number of Class of Securities)

 

 

John J. Suydam

Apollo Management VII, L.P.

9 West 57th Street, 43rd Floor

New York, New York 10019

Telephone: (212) 515-3200

James Schwab

Neil Goldman

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Telephone: (212) 373-3000

(Name, address and telephone numbers of person authorized to receive notices and

communications on behalf of filing persons)

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$511,409,101.50		$59,375.00

*

Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 92,613,473 shares of common stock, par value $0.01 per share, at $5.50 per share. The transaction value also includes the aggregate offer price for 370,000 shares of common stock estimated to be issuable pursuant to outstanding options with an exercise price less than $5.50 per share, which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $5.50 minus the weighted average exercise price of such options.

**	The amount of the filing fee is calculated in accordance with Fee Rate Advisory #5 for Fiscal Year 2011 issued by the SEC, effective December 27, 2010, by multiplying the Transaction Value by 0.00011610.

 

x	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:		$59,375.00
Form or Registration No.:		Schedule TO - T
Filing Party:		CKX Entertainment Holdings, Inc. (f/k/a Colonel Holdings, Inc.), CKX Entertainment UK Limited (f/k/a Colonel UK Holdings Limited), CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC), Colonel Merger Sub, Inc., Apollo Management VII, L.P., CKx, Inc., Robert F.X. Sillerman, Sillerman Capital Holdings, L.P., Laura Sillerman, The Promenade Trust and Priscilla Presley
Date Filed:		May 17, 2011

 

¨	Check the 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:

 

x	third-party tender offer subject to Rule 14d-1.

 

¨	issuer tender offer subject to Rule 13e-4.

 

x	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:  x

 

 

 

---

This Amendment No. 7 (this “Amendment No. 7”) amends and supplements the Tender Offer Statement and Transaction Statement filed on Schedule TO on May 17, 2011, as amended and supplemented by Amendment No. 1 filed on May 24, 2011, Amendment No. 2 filed on June 1, 2011, Amendment No. 3 filed on June 3, 2011, Amendment No. 4 filed on June 8, 2011, Amendment No. 5 filed on June 9, 2011 and Amendment No. 6 filed on June 16, 2011 (as so amended and supplemented, the “Schedule TO”) by CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), a Delaware corporation, CKX Entertainment UK Limited (f/k/a Colonel UK Holdings Limited, a United Kingdom private limited company, CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC), a Delaware limited liability company (“Offeror”), Colonel Merger Sub, Inc., a Delaware corporation, and Apollo Management VII, L.P., a Delaware limited partnership. The Schedule TO relates to the offer by Offeror to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Shares”), of CKx, Inc., a Delaware corporation, at a purchase price of $5.50 per Common Share, net to the seller in cash, without interest and subject to deduction for any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated May 17, 2011 (the “Offer to Purchase”) and the related letter of transmittal, as they may be amended or supplemented from time to time. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to such terms in the Offer to Purchase.

As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO, as amended by this Amendment No. 7, including all appendices, schedules, exhibits and annexes thereto, is hereby expressly incorporated by reference herein in response to Items 1 through 13 of the Schedule TO. You should read this Amendment No. 7 together with the Schedule TO.

Item 1: Summary Term Sheet

Regulation M-A Item 1001

Item 1 of the Schedule TO is hereby amended and supplemented by adding the following text at the end thereof:

The subsequent offering period of the Offer expired at 5:00 p.m., New York City time, on Monday, June 20, 2011. According to the Depositary, as of the expiration of the subsequent offering period, a total of approximately 54,744,278 Common Shares were validly tendered and not properly withdrawn in the Offer (including Common Shares tendered through a Notice of Guaranteed Delivery), which, together with the Sillerman Shares held in a voting trust in accordance with, or otherwise subject to voting arrangements consistent with, the Sillerman Support Agreement, represent approximately 79.7% of all issued and outstanding Common Shares. Offeror has accepted for payment all Common Shares that were validly tendered and not properly withdrawn in the Offer, and payment for such Common Shares will be made promptly, in accordance with the terms of the Offer.

Pursuant to the terms of the Merger Agreement, Merger Sub is exercising its option (the “Top-Up Option”) to purchase, at the Offer Price, a number of newly issued Common Shares (the “Top-Up Shares”) equal to the lowest number of Common Shares that, when added to the number of Common Shares owned by Parent and Offeror, together with the Sillerman Shares held in a voting trust in accordance with, or otherwise subject to voting arrangements consistent with, the Sillerman Support Agreement, immediately prior to the exercise of the Top-Up Option, including all Common Shares validly tendered and not properly withdrawn in the Offer, constitutes one Common Share more than 90% of the total number of Common Shares that would be outstanding on a fully diluted basis immediately after the issuance of Common Shares pursuant to the Top-Up Option. The closing of the purchase by Merger Sub of the Top-Up Shares (the “Top-Up Option Closing”) is scheduled to occur on June 21, 2011.

Following the Top-Up Option Closing, Parent intends to effect the Merger on June 21, 2011 in accordance with the short-form merger provisions of the DGCL, without prior notice to, or any action by, any CKx stockholder other than Merger Sub.

On June 21, 2011, Offeror and CKx issued a joint press release announcing the completion of the subsequent offering period and Offeror’s exercise of the Top-Up Option. The full text of the joint press release issued by Offeror and CKx is filed as Exhibit (a)(1)(J) hereto and is incorporated herein by reference.

On June 16, 2011, Parent changed its name to “CKX Entertainment, Inc.,” UK Holdco changed its name to “CKX Entertainment UK Limited,” and Offeror changed its name to “CKX Entertainment Offeror, LLC.”

Item 4: Terms of the Transaction

Regulation M-A Item 1004

Item 4 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this

Amendment No. 7, which is hereby incorporated by reference into Item 4 of the Schedule TO.

Item 8: Interest in the Securities of the Subject Company

Regulation M-A Item 1008

Item 8 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 8 of the Schedule TO.

 

2

---

Item 11: Additional Information

Regulation M-A Item 1011

Item 11 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 11 of the Schedule TO.

Item 12: Exhibits

Regulation M-A Item 1016

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(1)(J) Joint Press Release issued by CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC) and CKx, Inc. on June 21, 2011.

See the Exhibit Index following the signature pages to the Schedule TO.”

Item 13: Information Required by Schedule 13E-3

Item 1: Summary Term Sheet

Regulation M-A Item 1001

Item 1 of Item 13 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 1 of Item 13 of the Schedule TO.

Item 4: Terms of the Transactions

Regulation M-A Item 1004

Item 4 of Item 13 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 4 of Item 13 of the Schedule TO.

Item 15: Additional Information

Regulation M-A Item 1011

Item 15 of Item 13 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 1 of this Amendment No. 7, which is hereby incorporated by reference into Item 15 of Item 13 of the Schedule TO.

Item 16: Exhibits

Regulation M-A Item 1016

Item 16 of Item 13 of the Schedule TO is hereby amended and supplemented by adding the amendment contained in Item 12 of this Amendment No. 7, which is hereby incorporated by reference into Item 16 of Item 13 of the Schedule TO

[Remainder of the page is intentionally left blank]

 

3

---

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.

Dated: June 21, 2011

 

---

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.

Dated: June 21, 2011

 

---

EXHIBIT INDEX

 

Exhibit Number		Document
(a)(1)(A)*		Offer to Purchase, dated May 17, 2011.
(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.
(a)(1)(E)*		Letter to Clients for Use by Brokers, Dealers, Commercial Banks.
(a)(1)(F)*		Press Release issued by CKx, Inc. on May 10, 2011 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by CKx, Inc. on May 11, 2011).
(a)(1)(G)*		Advertisement as published on May 17, 2011.
(a)(1)(H)*		Joint Press Release issued by CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC) and CKx, Inc. on May 17, 2011.
(a)(1)(I)*		Joint Press Release issued by CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC) and CKx, Inc. on June 16, 2011 (incorporated by reference to Exhibit 99.1 on the Form 8-K filed by CKx, Inc. on June 16, 2011).
(a)(1)(J)**		Joint Press Release issued by CKX Entertainment Offeror, LLC (f/k/a Colonel Offeror Sub, LLC) and CKx, Inc. on June 21, 2011.
(a)(2)*		The Solicitation/Recommendation Statement on Schedule 14D-9 filed by CKx, Inc. on May 17, 2011, which is incorporated herein by reference.
(b)(1)*		Amended and Restated Debt Commitment Letter, effective as of May 10, 2011, by and between Goldman Sachs Bank USA and CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.)
(b)(2)*		Second Amended and Restated Debt Commitment Letter, effective as of May 10, 2011, by and among Goldman Sachs Bank USA, Macquarie Capital (USA) Inc., MIHI LLC, CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and Colonel Merger Sub, Inc.
(c)		None.
(d)(1)*		Agreement and Plan of Merger, dated as of May 10, 2011, among CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), Colonel Merger Sub, Inc. and CKx, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CKx, Inc. on May 11, 2011).
(d)(2)*		Amendment No. 1, dated as of May 17, 2011, to the Agreement and Plan of Merger, dated as of May 10, 2011, among CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), Colonel Merger Sub, Inc. and CKx, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by CKx, Inc. on May 17, 2011).
(d)(3)*		Non-Tender and Support Agreement, dated as of May 10, 2011, by and among CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), Robert F.X. Sillerman, Sillerman Capital Holdings, L.P. and Laura Sillerman (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by Robert F.X. Sillerman on May 11, 2011).
(d)(4)*		Letter Agreement, dated as of May 16, 2011, by and among CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), Robert F.X. Sillerman, Sillerman Capital Holdings, L.P. and Laura Sillerman.
(d)(5)*		Letter Agreement, dated as of May 10, 2011, by and between CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.) and The Promenade Trust.
(d)(6)*		Limited Guarantee, dated as of May 10, 2011, by and between Apollo Investment Fund VII, L.P., Apollo Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P., Apollo Investment Fund (PB) VII, L.P. and CKx, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by CKx, Inc. on May 11, 2011).
(d)(7)*		Equity Commitment Letter, dated as of May 10, 2011, by and between Apollo Investment Fund VII, L.P., Apollo

---

		Overseas Partners VII, L.P., Apollo Overseas Partners (Delaware) VII, L.P., Apollo Overseas Partners (Delaware 892) VII, L.P., Apollo Investment Fund (PB) VII, L.P. and CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.)
(e)		None.
(f)*		Section 262 of the Delaware General Corporation Law (included as Annex A to the Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO filed on May 17, 2011).
(g)		None.
(h)		None.

 

*	Previously filed.

**	Filed herewith.