Written Communication Relating to an Issuer or Third Party (sc To-c)
31 Julho 2017 - 10:19AM
Edgar (US Regulatory)
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
CDI Corp.
(Name of Subject Company (Issuer))
Nova Merger
Sub, Inc.
(Name of Filing PersonOfferor)
Nova Intermediate Parent, LLC
(Name of Filing PersonOfferor)
AE Industrial Partners Fund I, L.P.
AE Industrial Partners Fund I-A, L.P.
AE Industrial Partners Fund I-B, L.P.
AE Industrial Partners Fund I GP, LP
AeroEquity GP, LLC
AE
Industrial Partners, LLC
(Names of Filing PersonsOther)
Common Stock, par value $0.10 per share
(Title of Class of Securities)
125071100
(CUSIP Number
of Class of Securities)
Wayne P. Garrett
AE
Industrial Partners, LLC
2500 N. Military Trail, Suite 470
Boca Raton, FL 33431
(561) 372-7820
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Gerald T. Nowak, P.C.
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
CALCULATION
OF FILING FEE
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Transaction Valuation
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Amount of Filing Fee*
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Not Applicable
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Not Applicable
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*
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A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.
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☐
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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: None
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Filing Party: N/A
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Form of Registration No.: N/A
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Date Filed: N/A
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☒
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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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☒
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Third-party offer subject to
Rule 14d-1.
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Issuer tender offer subject to
Rule 13e-4.
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Going-private transaction subject to
Rule 13e-3.
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☐
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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: ☐
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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This filing relates solely to preliminary communications made before the commencement of a
planned tender offer by Nova Merger Sub, Inc., a Pennsylvania corporation (Merger Sub) and wholly-owned subsidiary of Nova Intermediate Parent, LLC, a Delaware limited liability company (Parent), for all of the outstanding
common stock of CDI Corp., a Pennsylvania corporation (the Company), to be commenced pursuant to the Agreement and Plan of Merger, dated as of July 31, 2017 among Parent, Merger Sub and the Company. Merger Sub and Parent are controlled
by affiliates of AE Industrial Partners, LLC.
The Press Release filed herewith as Exhibit 99.1 is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer for the outstanding shares of the Companys common stock described in this filing has not commenced. At the time the offer is commenced, Merger Sub will file a tender offer statement
on Schedule TO with the Securities and Exchange Commission, and the Company will file a solicitation/recommendation statement on Schedule 14D-9, with respect to the offer.
The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the solicitation/recommendation statement, when they become available will contain important information that should be considered carefully before any decision is made with respect to the tender
offer.
All of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SECs website: www.sec.gov. Additional copies of the tender offer materials may be obtained at no charge by sending a
written request to Parent at AE Industrial Partners, 2500 N. Military Trail, Suite 470, Boca Raton, FL 33431.
1
Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release, dated July 31, 2017.
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2
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