Form SC TO-T/A - Tender offer statement by Third Party: [Amend]
29 November 2023 - 10:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE TO
(RULE 14D-100)
Tender Offer Statement Pursuant to Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
Eneti Inc.
(Name of Subject Company)
Cadeler A/S
(Offeror)
(Name of Filing Person)
Common stock, par value $0.01 per share
(Title of Class of Securities)
Y2294C107
(CUSIP Number of Class of Securities)
Puglisi & Associates
850 Library Ave., Suite 204
Newark, DE 19711
Tel.: (302)-738-6680
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of filing persons)
with copies to:
Connie I. Milonakis
Davis Polk & Wardwell London LLP
5 Aldermanbury Square
London, EC2V 7HR
United Kingdom
Tel.: +44-20-7418-1327 |
Emanuele Lauro
Eneti Inc.
L’Exotique
99 Boulevard Jardin Exotique
98000 Monaco
Tel: +377-9798-5715 |
Edward S. Horton
Nick Katsanos
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
Tel: (212) 574-1265 |
☐
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: ☐
This Amendment No. 3 (this “Amendment”) amends and supplements
the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on November
7, 2023 (together with any amendments and supplements thereto, the “Schedule TO”), by Cadeler A/S, a company incorporated
under the laws of Denmark (“Cadeler” or the “Offeror”). The Schedule TO relates to the offer by the Offeror to
exchange for each outstanding share of Eneti Inc., a company incorporated under the laws of the Republic of the Marshall Islands (“Eneti”),
par value $0.01 per share (“Eneti Common Stock”), validly tendered and not validly withdrawn in the offer, American Depositary
Shares (“ADSs”), representing, in the aggregate, 3.409 shares of Cadeler, nominal value DKK 1 per share (the “Cadeler
Shares”) with each ADS representing four (4) Cadeler Shares (the “Cadeler ADSs”), subject to payment of cash compensation
with respect to any fractional Cadeler ADSs, without interest and subject to reduction for any applicable withholding taxes (such consideration,
the “Transaction Consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the
prospectus/offer to exchange, dated November 7, 2023 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal
(the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).
Cadeler has filed with the SEC a Registration Statement on Form F-4
dated October 31, 2023 and which became effective on November 7, 2023, relating to the offer and sale of the Cadeler Shares and a Registration
Statement on Form F-6 relating to the registration of the Cadeler ADSs to be issued to holders of shares of Eneti Common Stock validly
tendered and not validly withdrawn in the Offer (the “Registration Statement”). The terms and conditions of the Offer are
set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which are
filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
All information regarding the Offer as set forth in the Schedule TO,
including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference
into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and
to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the
meanings ascribed to them in the Schedule TO.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 29, 2023
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CADELER A/S |
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By: |
/s/ Mikkel Gleerup |
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Name: Mikkel Gleerup |
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Title: Chief Executive Officer |
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