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. 2)
Pathfinder Acquisition Corporation
(Name of Subject Company (Issuer))
FP Credit Partners II, L.P. (Offeror)
FP Credit Partners Phoenix II, L.P. (Offeror)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G04119106
(CUSIP Number of Class of Securities)
Steve Eisner
Francisco Partners
1114 Avenue of the Americas, 15th Floor
New York, NY 10036
Tel: 646-434-1343
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Ryan J. Maierson, Esq.
Erika L. Weinberg, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
| ☒ | 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: $8,265.00 | Filing Party: FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. | |
| Form or Registration No.: Schedule TO-T | Date Filed: November 10, 2022 |
| ☐ | 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: ☐
SCHEDULE TO
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 10, 2022 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), by FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. (the “Purchasers”) in connection with an offer (the “Offer”) by the Purchasers to purchase up to $75.0 million of outstanding Class A ordinary shares of Pathfinder Acquisition Corporation, a Cayman Islands exempted company incorporated with limited liability (the “Company”), with a nominal or par value of $0.0001 each per share (the “Class A Shares”), at the tender offer price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase (as defined below) and in the related Letter of Transmittal (as defined below). Each Class A Share was sold in the Company’s initial public offering, which closed on February 19, 2021, pursuant to a prospectus dated February 16, 2021, as part of a unit, each of which contained one Class A Share and one-fifth of one redeemable warrant. The Offer is subject to the terms and conditions set forth in the Offer to Purchase, dated December 5, 2022 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”) (which have been previously filed as exhibits to this Schedule TO).
Items 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Purchase and the Letter of Transmittal, are hereby amended as follows:
Termination of the Tender Offer
On January 4, 2023, the Purchasers announced that they had terminated the Offer.
As a result of this termination, no Class A Shares will be purchased in the Offer and all Class A Shares previously tendered and not withdrawn will be promptly returned to tendering holders.
A copy of the press release issued by the Purchasers on January 4, 2023 announcing the termination of the Offer is attached hereto as Exhibit (a)(5)(B) and is incorporated herein by reference.
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit: (a)(5)(B) Press Release dated January 4, 2023.
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Item 12. Exhibits.
| * | Previously filed. |
| ** | Filed herewith |
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SIGNATURES
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: January 5, 2023
| FP CREDIT PARTNERS II, L.P. | ||
| By: | FP Credit Partners GP II, L.P. | |
| Its: | General Partner | |
| By: | FP Credit Partners GP II Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Scott Eisenberg | |
| Name: Scott Eisenberg | ||
| Title: Managing Director | ||
| FP CREDIT PARTNERS PHOENIX II, L.P. | ||
| By: | FP Credit Partners GP II, L.P. | |
| Its: | General Partner | |
| By: | FP Credit Partners GP II Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Scott Eisenberg | |
| Name: Scott Eisenberg | ||
| Title: Managing Director | ||
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Exhibit (a)(5)(B)
FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P. Announce Termination of Pathfinder Acquisition Corporation Tender Offer
NEW YORK, January 4, 2023 - FP Credit Partners II, L.P. (“FPCP”) and FP Credit Partners Phoenix II, L.P. (“FPCPP” and together with FPCP, the “Purchasers”) today announced that they have terminated their previously announced tender offer to purchase up to an aggregate of $75.0 million of Class A Ordinary shares, $0.0001 par value per share (each, a “Class A Share”), of Pathfinder Acquisition Corporation, a Cayman Islands Exempted company incorporated with limited liability (NASDAQ: PFDR) (the “Company”), at a price of $10.00 in cash per Class A Share, without interest on the purchase price and less any applicable withholding taxes (the “Offer”). The Offer was due to expire at 11:59 p.m., Eastern time, on January 4, 2023.
The Purchasers hereby irrevocably and unconditionally terminate the Offer. As a result of this termination, no Class A Shares will be purchased in the Offer and all Class A Shares previously tendered and not withdrawn will be promptly returned to tendering holders.
As previously disclosed by the Company, FP Credit Partners, L.P., on behalf of certain of its managed funds, affiliates, financing parties or investment vehicles (collectively, “Francisco Partners”) has committed to purchase $75.0 million of shares of common stock of the newly public entity in connection with the consummation of the business combination (less any amounts accepted for tender pursuant to the Offer).
About Francisco Partners
Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 20 years ago, Francisco Partners has invested in more than 400 technology companies, making it one of the most active and longstanding investors in the technology industry. With approximately $45 billion in capital raised to date, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit www.franciscopartners.com.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this release. You should carefully consider these and other uncertainties described in the Offer to Purchase and the other tender offer documents that have been or will be delivered to you or filed by the Purchasers with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements. None of the Purchasers or any of their affiliates give any assurance that they will achieve their expectations. The inclusion of any statement in this press release does not constitute an admission by the Purchasers, their affiliates or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation
This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that the Purchasers have filed or will file (or that the Company has filed or will file) with the SEC, including among other materials a tender offer statement on Schedule TO containing the Offer to Purchase, the Letter of Transmittal, and other materials relating to the Offer. HOLDERS OF CLASS A SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY. The Offer to Purchase and related Letter of Transmittal have been made available free of charge at the SEC’s website at www.sec.gov.
Contacts
Whit Clay
Sloane & Company
wclay@sloanepr.com
917-601-6012