SEC Form SC TO-I/A filed by Monster Beverage Corporation (Amendment)
UNITED
STATES Washington, D.C. 20549 |
Amendment No. 3 to
SCHEDULE TO |
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
|
MONSTER BEVERAGE CORPORATIOn (Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.005 par value
61174X109
Paul J. Dechary, Executive Vice President &
General Counsel
Copy to:
|
Andrew M. Levine Rory T. Hood
Roxane F. Reardon Marisa D. Stavenas Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
| ¨ | Check the box if
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. | |
| x | 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) |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by Monster Beverage Corporation (the “Company,” “Monster,” “we,” “our,” or “us”) on May 8, 2024, as amended and supplemented on May 16, 2024 and May 29, 2024 (as amended and supplemented, the “Schedule TO”) relating to the offer by Monster to purchase for cash shares of its common stock, $0.005 par value per share, for an aggregate purchase price of up to $3.0 billion, at a purchase price of not less than $53.00 nor greater than $60.00 per share, without interest and subject to any applicable withholding taxes. Monster’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 8, 2024, a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO (as amended and supplemented, the “Offer to Purchase”), and in the related Letter of Transmittal, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO (the “Letter of Transmittal”), which together constitute the tender offer (the “Offer”).
The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in this Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On June 6, 2024, Monster issued a press release announcing the preliminary results of the Offer, which expired at 11:59 p.m., New York City time, on June 5, 2024. A copy of the press release is filed as Exhibit (a)(5)(E) hereto and is incorporated by reference herein.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(5)(E) Press release issued by Monster Beverage Corporation on June 6, 2024.
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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.
| MONSTER BEVERAGE CORPORATION | |||
| By: | /s/ Thomas J. Kelly | ||
| Name: | Thomas J. Kelly | ||
| Title: | Chief Financial Officer | ||
Date: June 6, 2024
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INDEX TO EXHIBITS
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* Previously filed.
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