Form SC TO-I/A - Tender offer statement by Issuer: [Amend]
10 Giugno 2024 - 1:33PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
| |
Amendment No. 4 to
SCHEDULE
TO
|
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange
Act of 1934
|
MONSTER
BEVERAGE CORPORATION
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
Common Stock, $0.005 par value
(Title of Class of Securities)
61174X109
(CUSIP Number of Class of Securities)
Paul J. Dechary, Executive Vice President &
General Counsel
Monster Beverage Corporation
1 Monster Way
Corona, California 92879
(951) 739-6200
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
|
Andrew M. Levine
Rory T. Hood
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
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: 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) |
This Amendment No. 4 (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, May 29, 2024 and June 6, 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 10, 2024, Monster issued a press
release announcing the final 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)(F) hereto and is incorporated by reference herein.
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibits:
(a)(5)(F) Press release issued by Monster
Beverage Corporation on June 6, 2024.
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 10, 2024
INDEX TO EXHIBITS
Exhibit
Number |
Description |
| (a)(1)(A) |
Offer
to Purchase, dated May 8, 2024.* |
| (a)(1)(B) |
Letter
of Transmittal.* |
| (a)(1)(C) |
Notice
of Guaranteed Delivery.* |
| (a)(1)(D) |
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(E) |
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(F) |
Summary
Advertisement.* |
| (a)(5)(A) |
Press
release issued by Monster Beverage Corporation on May 2, 2024 (incorporated by reference to Exhibit 99.1 to our Form 8-K
dated May 2, 2024).* |
| (a)(5)(B) |
Transcript
of applicable portions of our First Quarter 2024 Earnings Call, dated May 2, 2024 (incorporated by reference to Exhibit 99.1
to our Schedule TO-C dated May 2, 2024).* |
| (a)(5)(C) |
Press
release issued by Monster Beverage Corporation on May 8, 2024.* |
| (a)(5)(D) |
Press
release issued by Monster Beverage Corporation on May 29, 2024.* |
| (a)(5)(E) |
Press
release issued by Monster Beverage Corporation on June 6, 2024.* |
| (a)(5)(F) |
Press
release issued by Monster Beverage Corporation on June 10, 2024. |
| (b) |
Credit
Agreement dated as of May 22, 2024 among Monster Beverage Corporation, Monster Energy Company, Monster Energy US LLC, JPMorgan
Chase Bank, N.A., as administrative agent and the lenders party thereto (incorporated by reference from Exhibit 10.1 to our
Form 8-K dated May 23, 2024).* |
| (d)(1) |
Transaction
Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation, New Laser Merger Corp,
The Coca-Cola Company and European Refreshments (incorporated by reference from Exhibit 2.1 to our Form 8-K dated August 18,
2014).* |
| (d)(2) |
Amendment
to Transaction Agreement, dated as of March 16, 2018, by and among Monster Beverage Corporation, New Laser Corporation, New
Laser Merger Corp., The Coca-Cola Company and European Refreshments (incorporated by reference to Exhibit 2.1 to our Form 8-K
dated March 20, 2018).* |
| (d)(3) |
Asset
Transfer Agreement, dated as of August 14, 2014, by and among Monster Beverage Corporation, New Laser Corporation and The Coca-Cola
Company Refreshments (incorporated by reference from Exhibit 2.2 to our Form 8-K dated August 18, 2014).* |
| (d)(4) |
Form of
Indemnification Agreement (to be provided by Monster Beverage Corporation to its directors and officers) (incorporated by reference
to Exhibit 10.1 to our Form 8-K dated June 11, 2019).* |
| (d)(5) |
Form of
Restricted Stock Unit Agreement pursuant to the Monster Beverage Corporation 2017 Compensation Plan for Non-Employee Directors (incorporated
by reference to Exhibit 10.4 to our Form 10-K dated March 1, 2021).* |
Exhibit
Number |
Description |
| (d)(6) |
Form of
Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to our Form 10-Q dated August 9, 2011).* |
| (d)(7) |
Monster
Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to our Form 8-K dated May 24,
2011).* |
| (d)(8) |
Employment
Agreement between Monster Beverage Corporation and Rodney C. Sacks (incorporated by reference to Exhibit 10.1 to our Form 8-K
dated March 19, 2014).* |
| (d)(9) |
Employment
Agreement between Monster Beverage Corporation and Hilton H. Schlosberg (incorporated by reference to Exhibit 10.2 to our Form 8-K
dated March 19, 2014).* |
| (d)(10) |
Form of
Stock Option Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference to
Exhibit 10.10 to our Form 10-K dated March 1, 2018).* |
| (d)(11) |
Form of
Stock Option Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan
(incorporated by reference to Exhibit 10.11 to our Form 10-K dated March 1, 2018).* |
| (d)(12) |
Form of
2020 Annual Incentive Award Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated
by reference to Exhibit 10.1 to our Form 10-Q dated May 11, 2020).* |
| (d)(13) |
Form of
Performance Share Unit Award Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated
by reference to Exhibit 10.2 to our Form 10-Q dated May 11, 2020).* |
| (d)(14) |
Form of
Restricted Stock Unit Agreement for grants under the Monster Beverage Corporation 2011 Omnibus Incentive Plan (incorporated by reference
to Exhibit 10.13 to our Form 10-K dated March 1, 2021).* |
| (d)(15) |
Form of
Restricted Stock Unit Agreement of Co-Chief Executive Officers for grants under the Monster Beverage Corporation 2011 Omnibus Incentive
Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K dated March 1, 2021).* |
| (d)(16) |
Monster
Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule
14A, filed April 21, 2020).* |
| (d)(17) |
Monster
Beverage Corporation 2017 Compensation Plan for Non-Employee Directors as Amended and Restated on February 23, 2022 (incorporated
by reference to Exhibit 10.1 to our Form 10-Q dated May 6, 2022).* |
| (d)(18) |
Monster
Beverage Corporation Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 4.2 to our
Form S-8 dated June 21, 2017).* |
| (d)(19) |
Amended
and Restated Monster Beverage Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.14 to our Form 10-K
dated March 1, 2018).* |
| (d)(20) |
Form of
Stock Option Award Agreement for grants under the Monster Beverage Corporation 2020 Omnibus Incentive Plan (incorporated by reference
to Exhibit 10.1 to our Form 10-Q dated May 7, 2021).* |
* Previously filed.
Exhibit (a)(5)(F)
Monster
Beverage Corporation announces FINAL RESULTS OF TENDER OFFER
Monster Will Acquire 56,603,773 Shares at
$53.00 Per Share
CORONA, Calif., June 10, 2024 (GLOBE NEWSWIRE) -- Monster Beverage
Corporation (“Monster”) (NASDAQ: MNST) announced today the final results of its modified “Dutch auction” tender
offer, which expired at 11:59 p.m., New York City time, on June 5, 2024.
Based on the final count by Equiniti Trust Company, LLC, the depositary
for the tender offer, a total of 119,018,767 shares of Monster’s common stock were validly tendered and not validly withdrawn at
the final purchase price of $53.00 per share or as purchase price tenders, which includes shares that were tendered through notice of
guaranteed delivery at the final purchase price of $53.00 per share or as purchase price tenders.
In accordance with the terms and conditions of the tender offer, Monster
accepted for purchase a total of 56,603,773 shares of its common stock, representing approximately 5.4% of the shares issued and outstanding
immediately prior to the completion of the purchase, at the final purchase price of $53.00 per share, for an aggregate purchase price
of approximately $3.0 billion, excluding fees and expenses relating to the tender offer.
Because the number of shares tendered at the final purchase price of
$53.00 per share or as purchase price tenders would have exceeded the aggregate purchase price of the tender offer, shares were accepted
for purchase on a pro rata basis, except for tenders of “odd lots,” which will be accepted in full, and conditional tenders
that will automatically be regarded as withdrawn because the condition was not satisfied. Monster has been informed by the depositary
that the final proration factor for the tender offer is approximately 47.18%. The depositary will promptly pay for all the shares accepted
for purchase pursuant to the tender offer and will return all other shares tendered and not purchased.
Rodney Sacks and Hilton Schlosberg, who are Monster’s Co-CEOs
and members of the Board of Directors, tendered 608,114 and 350,000 shares, respectively, that they beneficially own. Of these shares,
286,918 and 165,135, respectively, were accepted for purchase by Monster in the tender offer.
Sterling Trustees LLC, which controls certain trusts and entities for
the benefit of certain family members of Messrs. Sacks and Schlosberg, tendered 8,450,000 shares on behalf of such trusts and entities.
Of these shares, 3,986,853 were accepted for purchase by Monster in the tender offer.
Monster may purchase additional shares in the future in the open market
subject to market conditions, or in private transactions, exchange offers, tender offers or otherwise. Under applicable securities laws,
however, Monster may not repurchase any shares until June 21, 2024. Whether Monster makes additional repurchases in the future will
depend on many factors, including the market price of the shares, Monster’s business and financial condition and general economic
and market conditions.
Evercore Group L.L.C. and J.P. Morgan Securities LLC acted as dealer
managers for the tender offer. D.F. King served as the information agent, and Equiniti Trust Company, LLC acted as the depositary. Questions
regarding the tender offer may be directed to Evercore Group L.L.C. at (888) 474-0200 or J.P. Morgan Securities LLC at (877) 371-5947.
Monster Beverage Corporation
Based in Corona, California, Monster Beverage Corporation is a holding
company and conducts no operating business except through its consolidated subsidiaries. Monster’s subsidiaries develop and market
energy drinks, including Monster Energy® drinks, Monster Energy Ultra® energy drinks, Juice Monster® Energy + Juice energy
drinks, Java Monster® non-carbonated coffee + energy drinks, Rehab® Monster® non-carbonated energy drinks, Monster Energy®
Nitro energy drinks, Reign® Total Body Fuel high performance energy drinks, Reign Inferno® thermogenic fuel high performance
energy drinks, Reign Storm® total wellness energy drinks, NOS® energy drinks, Full Throttle® energy drinks, Bang Energy®
drinks, BPM® energy drinks, BU® energy drinks, Burn® energy drinks, Gladiator® energy drinks, Live+® energy drinks,
Mother® energy drinks, Nalu® energy drinks, Play® and Power Play® (stylized) energy drinks, Relentless® energy drinks,
Samurai® energy drinks, Ultra Energy® drinks, Predator® energy drinks and Fury® energy drinks. Monster’s subsidiaries
also develop and market still and sparkling waters under the Monster Tour Water® brand name. Monster’s subsidiaries also develop
and market craft beers, hard seltzers and flavored malt beverages under a number of brands, including Jai Alai® IPA, Dale’s
Pale Ale®, Dallas Blonde®, Wild Basin® hard seltzers, The Beast Unleashed® and Nasty Beast™ Hard Tea. For more
information visit www.monsterbevcorp.com.
Caution Concerning Forward-Looking Statements
Certain statements made in this announcement may constitute “forward-looking
statements.” Monster cautions that these statements are based on management’s current knowledge and expectations and are subject
to certain risks and uncertainties, many of which are outside of the control of Monster, that could cause actual results and events to
differ materially from the statements made herein. For a more detailed discussion of the risks that could affect Monster’s operating
results, see Monster’s reports filed with the Securities and Exchange Commission, including Monster’s annual report on Form 10-K
for the year ended December 31, 2023 and subsequently filed reports. Monster’s actual results could differ materially from
those contained in the forward-looking statements, including with respect to the tender offer.
CONTACTS:
Rodney C. Sacks
Chairman and Co-Chief Executive Officer
(951) 739-6200
Hilton H. Schlosberg
Vice Chairman and Co-Chief Executive Officer
(951) 739-6200
Roger S. Pondel / Judy Lin
PondelWilkinson Inc.
(310) 279-5980
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