SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)OF
THE SECURITIES EXCHANGE ACT OF 1934
Parallel Petroleum Corporation
(Name of Subject Company (Issuer))
PLLL Holdings, LLC
PLLL Acquisition Co.
(Name of Filing Persons (Offeror))
Apollo Management VII, L.P.
(Name of Filing Persons–(Other Person(s))
Common Stock, Par Value $0.01 Per Share
(Title of Class Securities)
699157103
(CUSIP Number of Class of Securities)
John J. Suydam
PLLL Holdings, LLC
c/o 9 West 57th Street
New York, New York 10019
(212) 515-3237
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Mark Zvonkovic
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
New York, NY 10036
(212) 872-1000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $131,767,832 | $7,352.65 |
| * | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 41,646,445 shares of common stock, par value $0.01 per share, at $3.15 per share. The transaction value also includes the aggregate offer price for 519,200 shares underlying outstanding options with an exercise price less than $3.15 per share, which is calculated by multiplying the number of shares underlying such outstanding options at each exercise price therefor by an amount equal to $3.15 minus such exercise price. |
| ** | The filing fee, calculated in accordance with Exchange Act Rule 0-11, was calculated by multiplying the transaction valuation by 0.00005580. |
| ¨ | Check the box if any part of the fee is offset as provided by 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. |
| Amount Previously Paid: |
N/A |
Filing Party: |
N/A | |||
| Form or Registration No.: |
N/A |
Date Filed: |
N/A |
| ¨ | 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: |
| x | 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: ¨ |
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 Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the tender offer by PLLL Acquisition Co., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of PLLL Holdings, LLC, a Delaware limited liability company (“Parent”), for all of the outstanding common stock, par value $0.01 per share, of Parallel Petroleum Corporation, a Delaware corporation (the “Company”), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of October 5, 2000, as amended by the First Amendment to the Rights Agreement, dated as of September 14, 2009, between the Company and Computershare Trust Company, N.A., as rights agent (together with the shares of the Company’s common stock, the “Shares”), at a purchase price of $3.15 per Share net to the seller in cash without interest and less any required withholding taxes, if any, upon the terms and conditions set forth in the offer to purchase dated September 24, 2009 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B) (which, together with the Offer to Purchase, as amended or supplemented from time to time, constitutes 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. |
Regulation M-A Item 1001
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. |
Regulation M-A Item 1002
(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:
| Parallel Petroleum Corporation 1004 N. Big Spring, Suite 400 Midland, Texas 79701 (432) 684-3727 |
(b) Securities. This Schedule TO relates to the Offer by the Purchaser to purchase all issued and outstanding Shares. As of September 21, 2009, there were 41,646,445 Shares issued and outstanding and 519,200 Shares underlying outstanding options with an exercise price less than $3.15 per Share. Additionally, as of September 21, 2009, there were outstanding options to purchase 684,000 Shares at an exercise price greater than or equal to $3.15 per Share. The information set forth on the cover page and in the INTRODUCTION of the Offer to Purchase is incorporated herein by reference.
(c) Trading Market and Price. The information set forth under the caption THE TENDER OFFER—Section 6 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.
| Item 3. | Identity and Background of Filing Person. |
Regulation M-A Item 1003
(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 OFFER—Section 8 (“Certain Information Concerning Parent and the Purchaser”) and Schedule I attached thereto |
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| Item 4. | Terms of the Transaction. |
Regulation M-A Item 1004
(a) Material Terms. The information set forth in the Offer to Purchase is incorporated herein by reference.
| Item 5. | Past Contacts, Transactions, Negotiations and Agreements. |
Regulation M-A Item 1005
(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) |
(b) Significant Corporate Events. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) THE TENDER OFFER—Section 11 (“The Merger Agreement”) THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”) |
| Item 6. | Purposes of the Transaction and Plans or Proposals. |
Regulation M-A Item 1006
(a) Purposes. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”) |
(c) (1)-(7) Plans. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 9 (“Source and Amount of Funds”) THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) THE TENDER OFFER—Section 11 (“The Merger Agreement”) THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”) THE TENDER OFFER—Section 13 (“Certain Effects of the Offer”) THE TENDER OFFER—Section 14 (“Dividends and Distributions”) |
| Item 7. | Source and Amount of Funds or Other Consideration. |
Regulation M-A Item 1007
(a) Source of Funds. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 9 (“Source and Amount of Funds”) THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) |
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(b) Conditions. The Offer is not subject to a financing condition.
(d) Borrowed Funds. Not applicable.
| Item 8. | Interest in Securities of the Subject Company. |
Regulation M-A Item 1008
(a) Securities Ownership. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| THE TENDER OFFER—Section 8 (“Certain Information Concerning Parent and the Purchaser”) and Schedule I attached thereto THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”) |
(b) Securities Transactions. None.
| Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
Regulation M-A Item 1009
(a) Solicitations or Recommendations. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 3 (“Procedures for Accepting the Offer and Tendering Shares”) THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) THE TENDER OFFER—Section 17 (“Fees and Expenses”) |
| Item 10. | Financial Statements. |
Regulation M-A Item 1010
(a) Financial Information. Not Applicable.
(b) Pro Forma Information. Not Applicable.
| Item 11. | Additional Information. |
Regulation M-A Item 1011
(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
| SUMMARY TERM SHEET THE TENDER OFFER—Section 10 (“Background of the Offer; Past Contacts or Negotiations with the Company”) THE TENDER OFFER—Section 11 (“The Merger Agreement”) THE TENDER OFFER—Section 12 (“Purpose of the Offer; Plans for the Company”) THE TENDER OFFER—Section 13 (“Certain Effects of the Offer”) THE TENDER OFFER—Section 16 (“Certain Legal Matters; Regulatory Approvals”) |
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(b) Other Material Information. The information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.
| Item 12. | Exhibits. |
Regulation M-A Item 1016
| Exhibit No. |
||
| (a)(1)(A) | Offer to Purchase, dated September 24, 2009. | |
| (a)(1)(B) | Letter of Transmittal. | |
| (a)(1)(C) | Notice of Guaranteed Delivery. | |
| (a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
| (a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
| (a)(1)(F) | Text of press release, dated as of September 15, 2009, incorporated herein by reference to the Schedule TO-C filed by PLLL Holdings, LLC on September 15, 2009. | |
| (a)(1)(G) | Summary Advertisement as published on September 24, 2009. | |
| (a)(1)(H) | Text of press release, dated as of September 24, 2009. | |
| (a)(2) | The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Parallel Petroleum Corporation on September 24, 2009, which is incorporated by reference herein. | |
| (b) | None. | |
| (d)(1) | Agreement and Plan of Merger, dated as of September 15, 2009, by and among PLLL Holdings, LLC, PLLL Acquisition Co. and Parallel Petroleum Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Parallel Petroleum Corporation on September 15, 2009). | |
| (d)(2) | Confidentiality Agreement, dated as of June 30, 2009, by and between Parallel Petroleum Corporation and Apollo Management VII, L.P. | |
| (g) | None. | |
| (h) | None. | |
| Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
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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 September 24, 2009
| PLLL ACQUISITION CO. | ||
| By: | /s/ Sam Oh | |
| Name: | Sam Oh | |
| Title: | Director, Vice President and Treasurer | |
| PLLL HOLDINGS, LLC | ||
| By: | /s/ Sam Oh | |
| Name: | Sam Oh | |
| Title: | Vice President and Treasurer | |
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EXHIBIT INDEX
| (a)(1)(A) | Offer to Purchase, dated September 24, 2009. | |
| (a)(1)(B) | Letter of Transmittal. | |
| (a)(1)(C) | Notice of Guaranteed Delivery. | |
| (a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
| (a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees. | |
| (a)(1)(F) | Text of press release, dated as of September 15, 2009, incorporated herein by reference to the Schedule TO-C filed by PLLL Holdings, LLC on September 15, 2009. | |
| (a)(1)(G) | Summary Advertisement as published on September 24, 2009. | |
| (a)(1)(H) | Text of press release, dated as of September 24, 2009. | |
| (a)(2) | The Solicitation/Recommendation Statement on Schedule 14D-9 filed by Parallel Petroleum Corporation on September 24, 2009, which is incorporated by reference herein. | |
| (b) | None. | |
| (d)(1) | Agreement and Plan of Merger, dated as of September 15, 2009, by and among PLLL Holdings, LLC, PLLL Acquisition Co. and Parallel Petroleum Corporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Parallel Petroleum Corporation on September 15, 2009). | |
| (d)(2) | Confidentiality Agreement, dated as of June 30, 2009, by and between Parallel Petroleum Corporation and Apollo Management VII, L.P. | |
| (g) | None. | |
| (h) | None. | |
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