This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this
Schedule TO
) is being filed by (i) Riptide Parent, LLC, a Delaware limited liability company (
Parent
), (ii) Riptide Purchaser, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(
Purchaser
), (iii) HGGC Fund II, L.P., a Cayman Islands exempted limited partnership (
Fund II
), (iv) HGGC Fund
II-A,
L.P., a Cayman Islands exempted limited partnership
(
Fund
II-A
), (v) HGGC Fund
II-B,
L.P., a Delaware limited partnership (
Fund
II-B
), (ix)
HGGC Fund
II-C,
L.P., a Delaware limited partnership (
Fund
II-C
), (vi) HGGC Fund
II-D,
L.P., a Delaware
limited partnership (
Fund
II-D
), (vii) HGGC Affiliate Investors II, L.P., a Cayman Islands exempted limited partnership (
Fund II Affiliate Investors
), (viii) HGGC
Associates II, L.P., a Cayman Islands exempted limited partnership (
Fund II Associates
, and together with Fund II, Fund
II-A,
Fund
II-B,
Fund
II-C,
Fund
II-D
and Fund II Affiliate Investors, the
Fund II Investors
), (ix) HGGC Fund III, L.P., a Cayman Islands exempted limited partnership
(
Fund III
), (x) HGGC Fund
III-A,
L.P., a Cayman Islands exempted limited partnership (
Fund
III-A
), (xi) HGGC Affiliate Investors
III, L.P., a Cayman Islands exempted limited partnership (
Fund III Affiliate Investors
), and (xii) HGGC Associates III, L.P., a Cayman Islands exempted limited partnership (
Fund III Associates
, and together
with Fund III, Fund
III-A
and Fund III Affiliate Investors, the
Fund III Investors
, and the Fund III Investors together with the Fund II Investors, the
Investors
. The
Investors are each affiliates of Parent and Purchaser. This Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.0001 per share (the
Company Shares
) of RPX Corporation, a Delaware
corporation (the
Company
), at a price of $10.50 per Company Share, net to the seller in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest (the
Offer Price
),
upon the terms and conditions set forth in the offer to purchase, dated May 21, 2018 (the
Offer to Purchase
), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the
Letter of
Transmittal
), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the
Offer
.
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in this Schedule
TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. Summary Term Sheet.
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name
and Address
. The name, address, and telephone number of the subject companys principal executive offices are as follows:
RPX Corporation
One Market Plaza, Suite 800
San Francisco, CA 94105
(866)
779-7641
(b)
Securities
. This Schedule TO relates to the Offer by Purchaser to purchase all issued and outstanding Company Shares. As of the close of business on April 30, 2018, there were 49,933,908 Company Shares issued and outstanding, 739,398
Company Shares issuable pursuant to outstanding stock option grants, 2,578,398 Company Shares issuable pursuant to outstanding Company restricted stock units and 165,198 Company Shares issuable pursuant to outstanding Company performance stock units
assuming achievement at target levels
.
(c) Trading Market and Price
. The information set forth under the caption THE TENDER
OFFERSection 6 (Price Range of Company Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a)-(c)
Name and Address; Business and Background of Entities; and Business and Background of Natural Persons
. The information set
forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFERSection 8 (Certain Information Concerning Parent and Purchaser) and Schedule I attached thereto
Item 4. Terms of the Transaction.
(a) Material Terms
. The information set forth in the Offer to Purchase is incorporated herein by reference, including the following sections
incorporated herein by reference:
THE TENDER OFFERSection 1 (Terms of the Offer)
1