W-H Energy Services Inc - Amended tender offer statement by Third Party (SC TO-T/A)
August 04 2008 - 4:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement Under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
(Amendment No. 2)
W-H
Energy Services, Inc.
(Name of Subject Company)
Whitehall Acquisition
Corp.
a wholly owned subsidiary
of
Smith International,
Inc.
(Name of Filing Person —
Offerors)
Common Stock, $0.0001 Par Value Per Share
together with the associated preferred share purchase rights
(Title of Class of Securities)
92925E108
(CUSIP Number of Class of
Securities)
Richard E. Chandler, Jr.
Senior Vice President, General Counsel and Corporate
Secretary
Smith International, Inc.
16740 East Hardy Road
Houston, Texas 77032
(281) 443-3370
(Name, Address and Telephone Number
of Person Authorized
to Receive Notices and
Communications on Behalf of Filing Persons)
Copy To:
Daniel A. Neff, Esq.
David E. Shapiro, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone:
(212) 403-1000
Calculation
of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$3,032,682,372
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$119,184.42***
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*
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Estimated for purposes of
calculating the amount of the filing fee only, in accordance
with
Rule 0-11(a)(4)
and 0-11(d) under the U.S. Securities and Exchange Act of
1934, as amended (the “Exchange Act”). The market
value of the securities to be received was calculated as the
product of (i) 32,383,154 shares of W-H common stock
(the sum of (x) 30,711,232 shares of W-H common stock
outstanding, (y) 1,411,838 shares of W-H common stock
issuable upon the exercise of outstanding options and
(z) 260,084 restricted stock awards outstanding, each as of
June 23, 2008 (as set forth by W-H in its
Solicitation/Recommendation Statement on
Schedule 14D-9,
filed June 24, 2008) and (ii) the average of the
high and low sales prices of W-H common stock as reported on the
New York Stock Exchange on June 17, 2008 ($93.65).
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**
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The amount of the filing fee,
calculated in accordance with Section 13(e) of the Exchange
Act, equals $39.30 per million dollars of the transaction
valuation.
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***
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Previously paid.
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þ
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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.
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Amount Previously Paid: $54,883.49.
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Filing Party: Smith International, Inc.
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Form or Registration No.:
Form S-4
333-151897.
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Date Filed: June 24, 2008.
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o
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Check the box if the filing relates
solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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þ
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third-party tender offer subject to
Rule 14d-1.
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o
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issuer tender offer subject to
Rule 13e-4.
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o
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going-private transaction subject
to
Rule 13e-3.
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o
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amendment to Schedule 13D
under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer:
o
This Amendment No. 2 (“Amendment No. 2”)
amends and supplements the Tender Offer Statement on Schedule TO originally filed with the
Securities and Exchange Commission (“SEC”) on June 24,
2008, and subsequently amended by Amendment No. 1 on July 21, 2008
(as amended from time to time, the “Schedule TO”) by
Smith International, Inc., a Delaware corporation
(“Smith”), and Whitehall Acquisition Corp., a Texas
corporation and a wholly owned subsidiary of Smith
(“Offeror”), relating to the
offer (the “Offer”) by Offeror to exchange for each
outstanding share of common stock, $0.0001 par value per
share, of
W-H
Energy
Services, Inc., a Texas corporation
(“W-H”),
together with the associated preferred share purchase rights
issued pursuant to the Rights Agreement, dated May 31,
2002, as amended, by and between
W-H
and
Computershare Trust Company, N.A., as Rights Agent (the
“Shares”), at the election of the holder thereof:
(a) $56.10 in cash, without interest, and 0.48 shares
of Smith common stock, par value $1.00 per share, including the
associated preferred share purchase rights (“Smith Common
Stock”) (the “Mixed Consideration”), (b) $93.55 in cash, without interest (the
“All-Cash Consideration”), or
(c) 1.1990 shares of Smith Common Stock (the
“All-Stock Consideration”), subject in each case to
the election procedures and, in the case of elections of the
All-Cash Consideration or the All-Stock Consideration, to the
proration procedures described in the Prospectus (as defined
below) and the related Letter of Election and Transmittal (as
defined below).
Smith has filed with the SEC a Registration Statement on
Form S-4,
dated June 24, 2008, and amended on June 25, 2008 and
July 21, 2008, relating to the offer and sale of
Smith Common Stock to be issued to holders of Shares in the
Offer (as it may be amended from time to time, the “Registration Statement”). The terms and
conditions of the Offer are set forth in the prospectus/offer to
exchange, which is a part of the Registration Statement (the
“Prospectus”), and the related letter of election and
transmittal (the “Letter of Election and
Transmittal”), which are filed as Exhibits (a)(4) and
(a)(1)(A), respectively, hereto. Pursuant to General
Instruction F to Schedule TO, the information
contained in the Prospectus and the Letter of Election and
Transmittal, including any amendment, prospectus supplement or other
supplement thereto related to the Offer hereafter filed with the
SEC by Smith or Offeror, is hereby expressly incorporated in
this Schedule TO by reference in response to items 1
through 11 of this Schedule TO and is supplemented and amended by the
information specifically provided for in this Schedule TO.
The Agreement and Plan of Merger, dated as of June 3, 2008,
by and among Smith,
W-H
and
Offeror (the “Merger Agreement”), a copy of which is
attached as Exhibit (d)(1) to this Schedule TO, is
incorporated in this Schedule TO by reference.
All capitalized terms used but not defined in this Amendment No. 2 shall have the meanings ascribed to such terms in the Prospectus.
2
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ITEM 1.
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SUMMARY TERM SHEET.
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Item 1 of the Schedule
TO is hereby amended and supplemented by adding the following text
thereto:
“On August 1, 2008, Smith and W-H announced that Smith has extended the expiration date of the
Offer to acquire all the outstanding Shares to 12:00 midnight, New York City time, at the end of
August 8, 2008, unless extended further. Based on a preliminary count by the exchange agent
for the Offer, there were tendered and not withdrawn 3,992,249 Shares as of August 1, 2008.”
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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Item
4(a) of the Schedule TO is hereby amended and supplemented by adding
the following text thereto:
“On August 1, 2008, Smith and W-H announced that Smith has extended the expiration date of the
Offer to acquire all the outstanding Shares to 12:00 midnight, New York City time, at the end of
August 8, 2008, unless extended further. Based on a preliminary count by the exchange agent
for the Offer, there were tendered and not withdrawn 3,992,249 Shares as of August 1, 2008.”
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ITEM 11.
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ADDITIONAL
INFORMATION.
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Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following text
thereto:
“On August 1, 2008, Smith and W-H announced that Smith has extended the expiration date of the
Offer to acquire all the outstanding Shares to 12:00 midnight, New York City time, at the end of
August 8, 2008, unless extended further. Based on a preliminary count by the exchange agent
for the Offer, there were tendered and not withdrawn 3,992,249 Shares as of August 1, 2008.”
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following text
thereto:
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“(a)(5)
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(E)
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Joint Press Release issued by Smith and W-H, dated August 1, 2008,
announcing the extension of the Offer.”
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3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule TO
is true, complete and correct.
Dated: August 4, 2008
SMITH INTERNATIONAL, INC.
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By:
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/s/
Richard
E. Chandler, Jr.
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Name:
Richard E. Chandler, Jr.
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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WHITEHALL ACQUISITION
CORP.
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By:
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/s/
Richard
E. Chandler, Jr.
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Name:
Richard E. Chandler, Jr.
Title:
Director and Secretary
4
EXHIBIT INDEX
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(a)(1)(A)
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Form of Letter of Election and Transmittal (incorporated by
reference to Exhibit 99.3 to Smith’s Registration
Statement on
Form S-4
filed on June 24, 2008 (the
“S-4”)).
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(a)(1)(B)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (incorporated by
reference to Exhibit 99.4 to the
S-4).
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(a)(1)(C)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees
(incorporated by reference to Exhibit 99.5 to the
S-4).
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(a)(1)(D)
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Guidelines for Certification of Taxpayer Identification Number
(TIN) on Substitute
Form W-9
(incorporated by reference to Exhibit 99.6 to the
S-4).
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(a)(4)
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Prospectus registering the offer and sale of Smith Common Stock
to be issued in the Offer (incorporated by reference to the
S-4).
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(a)(5)(A)
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Joint Press Release issued by Smith and the
W-H,
dated
June 3, 2008, announcing the execution of the Agreement and
Plan of Merger among Smith,
W-H
and
Offeror (incorporated by reference to Exhibit 99.01 to the
Form 8-K
filed by Smith on June 5, 2008).
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(a)(5)(B)
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Form of Summary Advertisement published in the
New York Times
on June 24, 2008 (incorporated by reference to
Exhibit 99.7 to the
S-4).
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(a)(5)(C)*
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Joint Press Release issued by Smith and
W-H,
dated
June 24, 2008, announcing the commencement of the Offer.
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(a)(5)(D)*
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Joint Press Release issued by Smith and W-H, dated July 18, 2008,
announcing the extension of the Offer and providing a Hart-Scott-Rodino update.
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(a)(5)(E)
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Joint Press Release issued by Smith and W-H, dated August
1, 2008,
announcing the extension of the Offer.
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(b)(1)*
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Commitment Letter, dated as of July 2, 2008, between Smith and Bank A.
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(b)(2)*
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Commitment Letter, dated as of July 3, 2008, between Smith and Bank B.
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(b)(3)*
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Commitment Letter, dated as of July 8, 2008, between Smith and Bank C.
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(b)(4)*
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Commitment Letter, dated as of July 10, 2008, between Smith and Bank D.
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(b)(5)*
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Commitment Letter, dated as of July 14, 2008, between Smith and Bank E.
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(d)(1)
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Agreement and Plan of Merger, dated as of June 3, 2008,
among Smith,
W-H
and
Offeror (incorporated by reference to the
Form 8-K
filed by Smith on June 5, 2008).
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*Previously filed with this Schedule TO.
5
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