BTH

 

 

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

Amendment No. 6

 

 

BLYTH, INC.

(Name of Subject Company (Issuer))

CB SHINE MERGER SUB, INC.

(Offeror)

a direct wholly owned subsidiary of

CB SHINE HOLDINGS, LLC

(Offeror)

a direct wholly owned subsidiary of

CARLYLE U.S. EQUITY OPPORTUNITY FUND, L.P.

(Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, PAR VALUE $0.02 PER SHARE

(Title of Class of Securities)

09643P207

(CUSIP Number of Class of Securities)

Carlyle U.S. Equity Opportunity Fund, L.P.

c/o The Carlyle Group L.P.

Attention: David Stonehill

520 Madison Avenue

New York, NY 10022

(212) 813-4900

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

 

 

With copies to:

Nazim Zilkha, Esq.

Chang-Do Gong, Esq.

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

(212) 819-8200

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount Of Filing Fee(2)
$97,999,650		$11,387.56

(1)

The transaction valuation is an estimate calculated solely for purposes of determining the amount of the filing fee. The transaction valuation was determined by multiplying (x) $6.00 (i.e., the per share tender offer price) by (y) the sum of (a) 16,138,413 shares of Blyth common stock issued and outstanding and (b) 194,862 shares subject to issuance pursuant to restricted stock units granted and outstanding under the 2003 Second Amended and Restated Omnibus Incentive Plan, as amended. The foregoing share figures have been provided by the issuer to the offerors and are as of September 11, 2015, the most recent practicable date.

(2)	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction value by 0.0001162.

 

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: $11,387.56		Filing Party: Carlyle U.S. Equity Opportunity Fund, L.P., CB Shine Holdings, LLC and CB Shine Merger Sub, Inc.
Form or Registration No.: Schedule TO		Date Filed: September 15, 2015

 

¨	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:

 

x

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:  x

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)

 

 

 

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This Amendment No. 6 to the Tender Offer Statement on Schedule TO (together with any amendments and supplements thereto, the “Schedule TO”), filed by CB Shine Holdings, LLC, a Delaware limited liability company (“Parent”) and a direct subsidiary of Carlyle U.S. Equity Opportunity Fund, L.P., a Delaware limited partnership (“Sponsor”), and CB Shine Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a direct wholly owned subsidiary of Parent, amends and supplements the Schedule TO relating to the tender offer by Merger Sub to purchase all of the issued and outstanding shares of common stock, par value $0.02 per share (“Shares”), of Blyth, Inc., a Delaware corporation (“Blyth”), at a price of $6.00 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 14, 2015 (together with any amendments and supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase. Except as set forth below, the information set forth in the Schedule TO and the Offer to Purchase remains unchanged and is incorporated herein by reference.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired as scheduled at 11:59 p.m., New York City time, on October 13, 2015. The Offer was not extended. The Depositary has advised us that, as of the Expiration Date, 11,749,938 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 72.8 percent of the currently issued and outstanding Shares. In addition, Notices of Guaranteed Delivery had been delivered for 443,997 Shares, representing approximately 2.8 percent of the currently issued and outstanding Shares. The number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery) satisfies the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer has been satisfied, Merger Sub has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.

Following the expiration of the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, on October 14, 2015, Parent and Merger Sub is required by the Merger Agreement to consummate as soon as practicable the Merger pursuant to the terms of the Merger Agreement and without a vote or meeting of Blyth stockholders pursuant to Section 251(h) of the DGCL. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Blyth, with Blyth continuing as the surviving corporation and a subsidiary of Parent. At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive the Merger Consideration, subject to any required withholding of taxes, except for Excluded Shares and Shares that were held by any stockholder of Blyth who properly demanded appraisal rights pursuant to Section 262 of the DGCL in connection with the Merger. Each Excluded Share issued and outstanding immediately prior to the Merger Effective Time, by virtue of the Merger, will cease to be outstanding and will be automatically canceled and retired without payment of any consideration therefor and will cease to exist.

The Shares will no longer be listed on the NYSE.

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On October 14, 2015, The Carlyle Group, L.P. issued a press release announcing the expiration and results of the Offer and the consummation of the Merger. The press release announcing the expiration and results of the Offer and the consummation of the Merger is attached as Exhibit (a)(5)(B) hereto, and it is incorporated herein by reference.”

Item 12. Exhibits.

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

“(a)(5)(B) Joint Press Release issued by The Carlyle Group, L.P. and Blyth, Inc. on October 14, 2015.”*

 

*	Filed herewith.

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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: October 14, 2015

 

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EXHIBIT INDEX

 

(a)(5)(B)		Joint Press Release issued by The Carlyle Group, L.P. and Blyth, Inc. on October 14, 2015.

The Carlyle Group

For Immediate Release

October 14, 2015

The Carlyle Group Completes Tender Offer for Blyth

New York, NY – Global alternative asset manager The Carlyle Group (NASDAQ: CG) and Blyth, Inc. (NYSE: BTH) today announced the successful completion of Carlyle’s tender offer to purchase all outstanding shares of common stock of Blyth, for $6.00 per share in cash. The tender offer expired at 11:59 pm (New York City time) on October 13, 2015. Carlyle previously announced its intent to acquire Blyth’s outstanding shares of common stock on August 31, 2015 with capital from the Carlyle Equity Opportunity Fund, a U.S. middle-market buyout fund.

Carlyle plans to complete the acquisition of the remaining eligible Blyth shares not acquired in the tender offer through a merger pursuant to Section 251(h) of the General Corporation Law of the State of Delaware today, October 14, 2015. As a result of the merger, Blyth shares will no longer be traded on the NYSE, and today Blyth will become a wholly-owned portfolio company of the Carlyle U.S. Equity Opportunity Fund.

As of the expiration of the tender offer, approximately 11,749,938 shares were validly tendered and not withdrawn in the tender offer, representing 72.8 percent of Blyth’s outstanding shares, according to the depositary for the tender offer. Notices of Guaranteed Delivery were delivered with respect to 443,997 additional shares, representing approximately 2.8 percent of Blyth’s shares, according to the depositary. Carlyle has accepted for payment and will promptly pay for all validly tendered (and not withdrawn) shares of Blyth.

All eligible Blyth shares that were not validly tendered will be converted at the effective time of the merger into the right to receive $6.00 per share in cash, without interest and less any applicable withholding taxes – the same price paid in the tender offer.

Harry Slatkin, founder of Slatkin & Co., will be appointed Chief Executive Officer of Blyth today in connection with the merger, succeeding Robert B. Goergen, Jr. who had served as Blyth’s CEO since late 2013. Dan Chard will also be appointed President and Chief Operating Officer, today in connection with the merger. Chard will join the company from Nu Skin Enterprises, Inc., a direct seller company that distributes personal care and nutritional products.

Threadstone Advisors, White & Case and PricewaterhouseCoopers acted as advisors to Carlyle. Houlihan Lokey and Wachtell, Lipton, Rosen & Katz acted as advisors to Blyth.

* * * * *

About Blyth, Inc.

Blyth, Inc., headquartered in Plymouth, MA, USA, is a direct-to-consumer business focused on the direct selling and direct marketing channels. It designs and markets candles and accessories for the home and also designs and markets health, wellness and beauty products, household convenience items and personalized gifts through the Catalog/Internet channel. Its products are sold direct to the consumer under the PartyLite^® brand and to consumers in the catalog/Internet channel under the Miles Kimball^®, Walter Drake^®, Easy Comforts^®, As We Change^®, Native Remedies^® and Exposures^® brands.

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About The Carlyle Group

The Carlyle Group (NASDAQ: CG) is a global alternative asset manager with $193 billion of assets under management across 128 funds and 159 fund of funds vehicles as of June 30, 2015. Carlyle’s purpose is to invest wisely and create value on behalf of its investors, many of whom are public pensions. Carlyle invests across four segments – Corporate Private Equity, Real Assets, Global Market Strategies and Investment Solutions – in Africa, Asia, Australia, Europe, the Middle East, North America and South America. Carlyle has expertise in various industries, including: aerospace, defense & government services, consumer & retail, energy, financial services, healthcare, industrial, real estate, technology & business services, telecommunications & media and transportation. The Carlyle Group employs more than 1,700 people in 35 offices across six continents.

Web: www.carlyle.com

Videos: http://www.carlyle.com/news-room/corporate-videos_new

Tweets: www.twitter.com/onecarlyle

Podcasts: www.carlyle.com/about-carlyle/market-commentary

Contacts:

PartyLite:

Monica Rowe

862.202.1049

rowems@comcast.net

Carlyle:

Elizabeth Gill

202.729.5385

Elizabeth.gill@carlyle.com

# # #

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Forward-Looking Statements

This communication contains statements that are forward-looking. We want to caution readers that any forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 may change based on various factors. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as “estimate”, “target”, “project”, “plan”, “believe”, “expect”, “anticipate”, “intend” and similar expressions may identify such forward-looking statements.

Forward-looking statements in this document should be evaluated together with the many uncertainties that affect the businesses of The Carlyle Group and Blyth, in their respective 2014 Annual Reports on Form 10-K and in their other reports with the SEC. The reader is cautioned not to rely unduly on these forward-looking statements. The Carlyle Group expressly disclaims any intent or obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.