UNITED STATES
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
LIVERAMP HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
COMMON STOCK, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
53815P 108
(CUSIP Number of Class of Securities)
Scott E. Howe
Chief Executive Officer
225 Bush Street, 17th Floor
San Francisco, CA 94104
(866) 352-3267
Jerry C. Jones
Chief Ethics and Legal Officer
225 Bush Street, 17th Floor
San Francisco, CA 94104
(866) 352-3267
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Michael C. Labriola
Mark G.C. Bass
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1700 K Street NW, Fifth Floor
Washington, DC 20006
(202) 973-8800
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $500,000,000 | $60,600 | |
| * | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $500 million in value of shares of the common stock, par value $0.10 per share. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $121.20 per million dollars of the value of the transaction. |
| ☐ | 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. |
| ☒ | issuer 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 provisions relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
SCHEDULE TO
This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to a tender offer by LiveRamp Holdings, Inc., a Delaware corporation (the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to purchase up to $500 million in value of shares of its common stock, par value $0.10 per share (the “Shares”), at a price not greater than 49.00 nor less than 44.50 per Share, net to the sellers in cash, without interest and less any applicable withholding taxes. The terms and conditions of the offer are described in the Offer to Purchase, dated November 13, 2018 (the “Offer to Purchase”) and the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the “Offer”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Schedule TO, as more particularly described below.
| ITEM | 1. SUMMARY TERM SHEET |
The information set forth in the section captioned “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.
| ITEM | 2. SUBJECT COMPANY INFORMATION |
(a) Name and Address. The subject company is LiveRamp Holdings, Inc, a Delaware corporation. The Company’s principal executive offices are located at 225 Bush Street, 17th Floor, San Francisco, California 94104. The Company’s phone number is (866) 352-3267. The information set forth in Section 10 (“Certain Information Concerning the Company”) of the Offer to Purchase is incorporated herein by reference.
(b) Securities. The information set forth in the section of the Offer to Purchase captioned “Introduction” is incorporated herein by reference.
(c) Trading Market and Price. The information set forth in Section 8 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
| ITEM | 3. IDENTITY AND BACKGROUND OF FILING PERSON |
(a) Name and Address. The Company is both the filing person and the subject company. The information set forth in Item 2(a) above is incorporated herein by reference. The information set forth in Section 10 (“Certain Information Concerning the Company”) and in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
| ITEM | 4. TERMS OF THE TRANSACTION |
(a) Material Terms. The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
| • | “Summary Term Sheet,” |
| • | “Introduction,” |
| • | Section 1 (“Number of Shares; Purchase Price; Proration”), |
| • | Section 2 (“Purpose of the Offer; Certain Effects of the Offer”), |
| • | Section 3 (“Procedures for Tendering Shares”), |
| • | Section 4 (“Withdrawal Rights”), |
| • | Section 5 (“Purchase of Shares and Payment of Purchase Price”), |
| • | Section 6 (“Conditional Tender of Shares”), |
| • | Section 7 (“Conditions of the Offer”), |
| • | Section 9 (“Source and Amount of Funds”), |
| • | Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), |
| • | Section 13 (“Certain U.S. Federal Income Tax Consequences”), |
| • | Section 14 (“Extension of the Offer; Termination; Amendment”), and |
| • | Section 16 (“Miscellaneous”). |
(b) Purchases. The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
| ITEM | 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
Agreements Involving the Subject Company’s Securities. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
| ITEM | 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS |
(a) Purposes. The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(b) Use of Securities Acquired. The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(c) Plans. The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.
| ITEM | 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
(a) Source of Funds. The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(b) Conditions. The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 7 (“Conditions of the Offer”) and Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(d) Borrowed Funds. Not applicable.
| ITEM | 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY |
(a) Securities Ownership. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
(b) Securities Transactions. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.
| ITEM | 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED |
(a) Solicitations or Recommendations. The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase 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 Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and in Section 12 (“Certain Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.
(c) Other Material Information. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, are incorporated herein by reference.
| ITEM | 12. EXHIBITS |
See Exhibit Index immediately following signature page.
| ITEM | 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 |
Not applicable.
EXHIBIT INDEX
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.
Dated: November 13, 2018
| LIVERAMP HOLDINGS, INC. | ||
| By: | /s/ Warren C. Jenson | |
| Name: | Warren C. Jenson | |
| Title: | President, Chief Financial Officer and Executive Managing Director of International | |