SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
Morgans Hotel
Group Co.
(Name of the Issuer)
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Morgans Hotel Group Co.
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SBEEG Holdings, LLC
Trousdale Acquisition Sub, Inc.
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Yucaipa Hospitality Investments, LLC
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(Names of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
61748W108
(CUSIP Number
of Class of Securities)
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Morgans Hotel Group Co.
475 Tenth Avenue, 11
th
Floor
New York, NY 10018
(212)
277-4100
Attn: General Counsel
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SBEEG Holdings, LLC
Trousdale Acquisition Sub, Inc.
5900 Wilshire, 31st Floor,
Los Angeles, CA 90036
(323) 655-8000
Attn: Sam
Nazarian
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Yucaipa Hospitality Investments, LLC
9130 Sunset Blvd.
Los
Angeles, CA 90069
(310) 789-7200
Attn: Robert P. Bermingham
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With copies to
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Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New
York, New York 10004
(212) 859-8000
Attn: Warren S. de Wied, Esq.
Daniel Bursky, Esq.
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OMelveny & Myers LLP
400 South Hope Street
Los
Angeles, California 90071
(213) 430-6000
Attn: Mark Easton, Esq.
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Sidley Austin LLP
555 West Fifth Street
Los
Angeles, CA 90013
(213) 896-6000
Attn: Stephen D. Blevit, Esq.
Vijay S. Sekhon, Esq.
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This statement is filed in connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or
Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
the following box if the filing is a final amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing fee
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$81,279,648
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$8,185
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*
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
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In
accordance with Exchange Act Rule 0-11(c), the filing fee of $8,185 was determined by multiplying 0.0001007 by the estimated aggregate merger consideration of $81,279,648. The aggregate merger consideration was calculated by multiplying the
36,124,288 shares of common stock (including shares subject to restricted stock units and LTIP Units by the per share merger consideration of $2.25.
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x
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Check the box if any part of the fee is offset as provided by Exchange Act 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: $8,185
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Filing Party: Morgans Hotel Group Co.
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Form or Registration No.: Schedule 14A
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Date Filed: June 22, 2016
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Introduction
This Amendment No. 1 to the Rule 13E-3 Transaction Statement, together with the exhibits hereto (this
Amendment
), is
being filed with the Securities and Exchange Commission (the
SEC
) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the
Exchange Act
), jointly by (i) Morgans Hotel Group Co., a Delaware corporation (the
Company
), (ii) Trousdale Acquisition Sub, Inc., a Delaware corporation (
Merger Sub
),
(iii) SBEEG Holdings, LLC, a Delaware limited liability company (
SBE
) and (iv) Yucaipa Hospitality Investments, LLC, a Delaware limited liability company (
Yucaipa
) (each a
Filing
Person
and collectively, the
Filing Persons
).
On June 22, 2016, the Company filed with the SEC a
preliminary proxy statement on Schedule 14A (the
Proxy Statement
) and, together with the other Filing Persons, a Rule 13E-3 Transaction Statement, regarding, among other things, a proposal to adopt that certain Merger Agreement by
and among the Company, SBE and Merger Sub, dated as of May 9, 2016.
Concurrently with the filing of this Amendment No. 1, the
Company is filing with the SEC certain additional Soliciting Material under Section 14a-12 of the Exchange Act on Schedule 14A (the
Schedule 14A Soliciting Material
) which contain certain amendments to the Proxy Statement.
The Schedule 14A Soliciting Material is attached hereto as Exhibit (a)(6).
The cross references below are being supplied pursuant to
General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement and the Schedule 14A Soliciting Material of the information required to be included in response to the items of Schedule 13E-3. The information in the Proxy
Statement and the Schedule 14A Soliciting Material is incorporated by reference herein, and the responses to each Item in this Amendment are qualified in their entirety by the information contained the Proxy Statement and the Schedule 14A Soliciting
Material.
This Amendment is being filed (i) to amend and supplement Items 4, 5, 7 and 8, (ii) to amend and restate subsection
(c) under Item 15 and (iii) to amend and supplement Item 16, in each case as described below.
With respect to the
Transaction Statement, each of (i) Item 4 (Regulation M-A Item 1004 (a)(2)(iii)), (ii) Item 5 (Regulation M-A Item 1005 (a)(1)-(2) and (b)-(c)), (iii) Item 7 (Regulation M-A Item 1013 (a)-(c)) and
(iv) Item 8 (Regulation M-A Item 1014 (a)-(b) and (f)) are hereby amended by inserting the following reference:
The information set forth in the Schedule 14A Soliciting Material under the following captions is incorporated herein by
reference:
Special FactorsBackground of the Merger
Special FactorsReasons for the Merger; Recommendation of the Board of Directors; Fairness of the
Merger
Item 15.
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Additional Information
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Item 15 (
Additional Information
) of the
Transaction Statement is hereby amended by deleting subsection (c) and replacing it with the following:
(c)
Other material
information
. The information set forth in the Proxy Statement as amended by the Schedule 14A Soliciting Material, including all annexes thereto, is incorporated herein by reference.
Item 16 (
Exhibits
) of the Transaction Statement is hereby amended and
supplemented by adding the following exhibit:
(a)(6) Schedule 14A of the Company (incorporated herein by reference to the Schedule 14A filed with the
Securities and Exchange Commission on July 11, 2016)
SIGNATURE
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated as of July 11, 2016
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MORGANS HOTEL GROUP CO.
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By:
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/s/ Richard Szymanski
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Name:
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Richard Szymanski
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Title:
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Chief Financial Officer
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SBEEG HOLDINGS, LLC
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By:
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/s/ Sam Nazarian
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Name:
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Sam Nazarian
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Title:
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Chairman & Chief Executive Officer
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TROUSDALE ACQUISITION SUB, INC.
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By:
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/s/ Sam Nazarian
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Name:
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Sam Nazarian
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Title:
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Chairman & President
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YUCAIPA HOSPITALITY
INVESTMENTS, LLC
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By:
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/s/ Robert P. Bermingham
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Name:
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Robert P. Bermingham
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Title:
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Vice President & Secretary
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