XWES (MM)

 

 

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. 5)

 

 

World Energy Solutions, Inc.

(Name of Subject Company (issuer))

Wolf Merger Sub Corporation (Offeror)

a wholly owned subsidiary of

 

EnerNOC, Inc. (Parent of Offeror)

(Names of Filing Persons)

 

 

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

98145W208

(CUSIP Number of Class of Securities)

Matthew J. Cushing

General Counsel & Vice President

ENERNOC, INC.

One Marina Park Drive, Suite 400

Boston, MA 02210

(617) 224-9900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

With copies to:

Miguel J. Vega

Cooley LLP

500 Boylston Street, 14th Floor

Boston, MA 02116

(617) 937-2300

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee**
$73,701,936.00		$8,564.17

*

Estimated solely for purposes of calculating the filing fee. The transaction value calculation does not take into account the effect of any cash received or deemed received by World Energy Solutions, Inc. (“World Energy”) in connection with the exercise of any outstanding equity awards. The transaction valuation was determined by multiplying (a) $5.50, the tender offer price, by (b) the sum of (i) 12,713,158, the number of issued and outstanding shares of common stock of World Energy, (ii) 637,649, the number of shares of World Energy common stock subject to issuance pursuant to outstanding options to purchase shares of World Energy common stock, and (iii) 49,545, the number of shares of World Energy common stock subject to issuance pursuant to outstanding warrants to purchase shares of World Energy common stock. The foregoing share figures have been provided by World Energy and are as of November 3, 2014, the most recent practicable date.

**	The amount of the filing fee is calculated in accordance with Rule 0-11 of 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 valuation 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: $8,564.17		Filing Party: EnerNOC, Inc. and Wolf Merger Sub Corporation
Form or Registration No.: Schedule TO		Date Filed: November 19, 2014

 

¨	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:  ¨

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. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on November 19, 2014 by Wolf Merger Sub Corporation (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of EnerNOC, Inc. (“Parent”), a Delaware corporation with its principal office at One Marina Park Drive, Suite 400, Boston, Massachusetts 02210. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of World Energy Solutions, Inc. (“Target”), a Delaware corporation, at a price of $5.50 per Share, net in cash, without interest (less any required withholding taxes) (the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2014 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”

The information in the Offer to Purchase and the Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is amended and supplemented to the extent specifically provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO.

Amendments to the Offer to Purchase

 

Item 11.

Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

Completion of the Offer

At 11:59 PM, Boston, Massachusetts time, on January 2, 2015, the Offer expired as scheduled and was not extended. Purchaser and Parent have been advised by Computershare Trust Company, N.A., the depositary for the Offer, that, as of the expiration of the Offer, an aggregate of 11,319,139 Shares had been validly tendered pursuant to the Offer and not validly withdrawn, representing approximately 89% of the Shares then outstanding on a fully diluted basis. In addition, Notices of Guaranteed Delivery had been delivered with respect to 135,999 Shares, representing approximately 1% of the Shares then outstanding on a fully diluted basis.

The number of Shares tendered pursuant to the Offer satisfies the minimum condition set forth in the Merger Agreement. All conditions to the Offer having been satisfied, Purchaser has accepted for payment, and expects to promptly pay for, all Shares validly tendered pursuant to the Offer and not validly withdrawn.

 

Item 12.

Exhibits.

 

Exhibit Number		Description
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(iv)		Press release issued by Parent, dated January 5, 2015.

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 5, 2015

 

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Item 12.

Exhibits.

 

Exhibit No.		Description
(a)(1)(i)		Offer to Purchase, dated as of November 19, 2014*
(a)(1)(ii)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)*
(a)(1)(iii)		Form of Notice of Guaranteed Delivery*
(a)(1)(iv)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(v)		Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(vi)		Summary Advertisement, as published in The New York Times on November 19, 2014*
(a)(5)(i)		Press Release issued by Parent, dated November 4, 2014 (incorporated by reference to the Pre-Commencement Communication on Schedule TO filed by Parent on November 4, 2014)*
(a)(5)(ii)		Press Release issued by the Target (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Target on November 5, 2014)*
(a)(5)(iii)		Power Point Presentation presented by Parent on November 25, 2014*
(a)(5)(iv)		Press Release issued by Parent, dated January 5, 2015
(b)		Not applicable
(c)		Not applicable
(d)(1)		Agreement and Plan of Merger, dated as of November 4, 2014, among the Target, Parent and Purchaser (incorporated by reference to the Current Report on Form 8-K filed by the Target on November 5, 2014)*
(d)(2)		Form of Tender and Support Agreement, dated as of November 4, 2014, among Parent, Purchaser and certain stockholders of the Target (incorporated by reference to the Current Report on Form 8-K filed by the Target on November 5, 2014)*
(d)(3)		Non-Disclosure Agreement, dated as of April 15, 2014, between Parent and the Target, as amended*
(e)		Not applicable
(f)		Not applicable
(g)		Not applicable
(h)		Not applicable

 

*	Previously filed.

Media and Investor Relations:

Robin Deliso

617.692.2601

news@enernoc.com

EnerNOC Completes Acquisition of World Energy Solutions

- Acquisition Increases Energy Procurement Functionality and Grows Enterprise Customer Base -

BOSTON, MA, JANUARY 5, 2015 – EnerNOC, Inc. (NASDAQ: ENOC), a leading provider of energy intelligence software (EIS), today announced that it has closed the previously announced acquisition of World Energy Solutions, Inc. (NASDAQ: XWES), an energy management software and services firm that helps enterprises simplify the energy procurement process through a suite of Software-as-a-Service (SaaS) tools. To date, World Energy has transacted more than $45 billion in electricity, natural gas, and environmental commodities for its customers, making it one of the top energy procurement specialists in the U.S. by revenue and volume.

“We’re excited to finalize the acquisition of World Energy Solutions, shift our focus to the integration of our product platforms and teams, and deliver additional value to our enterprise customers,” said Tim Healy, Chairman and CEO of EnerNOC.

EnerNOC acquired World Energy for a purchase price of $5.50 per share, and the assumption of debt for a total transaction value of approximately $77 million in cash. The acquisition occurred through a merger under Section 251(h) of the General Corporation Law of the State of Delaware following the successful completion of EnerNOC’s previously announced tender offer to purchase all outstanding shares of common stock of World Energy Solutions for $5.50 per share in cash. The tender offer expired at 11:59 pm EST on January 2, 2015. The acquisition is expected to provide EnerNOC with approximately $30 million in incremental Annual Recurring Revenue (ARR), giving the Company approximately $50 million of ARR from enterprise customers. The acquisition is expected to be accretive to EnerNOC earnings in 2016.

As of the expiration of the tender offer, approximately 11.3 million shares were validly tendered and not withdrawn in the tender offer, representing 89% of World Energy Solutions’ outstanding shares, according to the depositary. The condition to the tender offer that a majority of World Energy Solutions’ outstanding shares on a fully diluted basis be validly tendered and not withdrawn has been satisfied. All shares that were validly tendered and not withdrawn have been accepted for payment. The depositary has also informed EnerNOC that Notices of Guaranteed Delivery have been delivered with respect to 135,999 additional shares, representing approximately 1% of World Energy Solution’s currently outstanding shares.

As a result of the merger, all remaining eligible World Energy Solutions shares were converted into the right to receive $5.50 per share in cash, without interest and less any applicable withholding taxes, the same price that was paid in the tender offer, and World Energy Solutions shares will cease to be traded on the NASDAQ Global Market.

About EnerNOC

EnerNOC is a leading provider of cloud-based energy intelligence software (EIS) and services to thousands of enterprise customers and utilities globally. EnerNOC’s EIS solutions for enterprise customers improve energy productivity by optimizing how they buy, how much they use, and when they use energy. EIS for enterprise includes supply management, utility bill management, facility optimization,

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visibility and reporting, project management, demand management, and demand response. EnerNOC’s EIS solutions for utilities help maximize customer engagement and the value of demand-side resources, including demand response and energy efficiency. EnerNOC supports customer success with its world-class professional services team and a Network Operations Center (NOC) staffed 24x7x365. For more information, visit www.enernoc.com.

Safe Harbor Statement

Statements in this press release regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to EnerNOC’s vision for EIS, EnerNOC’s ability to help enterprises control costs and stay competitive in an increasingly global marketplace, the ability of the acquisition to deliver value to EnerNOC’s enterprise customers, the acceleration of EnerNOC’s product roadmap and the addition of $30 million to EnerNOC’s enterprise annual recurring revenue, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including risks relating to any unforeseen changes to or the effects on liabilities, future capital expenditures, revenue, expenses, synergies, indebtedness, financial condition, losses and future prospects; our ability to retain key executives and employees; slowdowns or downturns in economic conditions, relationships with strategic partners, the presence of competitors with greater financial resources than ours and their strategic response to our products; and our ability to successfully integrate World Energy and the associated technology and achieve operational efficiencies, as well as those risks, uncertainties and factors referred to under the section “Risk Factors” in EnerNOC’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by EnerNOC from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. EnerNOC is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

EnerNOC, Inc. Investor Relations

Sarah McAuley

617-532-8195

news@enernoc.com