BGCOLOR="WHITE">
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
The Hackett
Group, Inc.
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
404609109
(CUSIP Number
of Class of Securities)
Frank A. Zomerfeld, Esq.
Executive Vice President, General Counsel and Secretary
The Hackett Group, Inc.
1001 Brickell Bay Drive, Suite 3000
Miami, Florida 33131
(305) 375-8005
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copy to:
John B. Beckman, Esq.
Hogan Lovells US LLP
555
Thirteenth Street, NW
Washington, DC 20004
(202) 637-5600
☐ |
|
Check |
|
☐ |
|
☒ |
|
☐ |
|
☐ |
|
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:
☐ |
|
☐ |
|
SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by The Hackett Group, Inc., a Florida corporation (Hackett or the
Company), to purchase up to $120 million in value of shares of its common stock, $0.001 par value per share (the Shares), at a price not greater than $23.50 nor less than $20.50 per Share, to the seller in cash, less any
applicable withholding taxes and without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 9, 2022 (the Offer to Purchase), a copy of which is filed herewith as Exhibit
(a)(1)(A), and in the related Letter of Transmittal (the Letter of Transmittal and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the Offer), a copy of which is filed herewith
as Exhibit (a)(1)(B). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the Exchange Act).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the
items of this Schedule TO, and as more particularly set forth below.
ITEM 1. |
|
The information set forth in the section captioned Summary Term Sheet in the Offer to Purchase is incorporated herein by reference.
ITEM 2. |
|
(a)
Name and Address:
The name of the subject company is The Hackett Group, Inc., a Florida corporation. The address of its principal
executive office is 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131 and its telephone number is (305) 375-8005. The information set forth in Section 10 (Certain Information Concerning Us) of the Offer to Purchase is
incorporated herein by reference.
(b)
Securities:
The information set forth in the section of the Offer to Purchase captioned
Introduction is incorporated herein by reference.
(c)
Trading Market and Price:
The information set forth in the
section captioned Introduction in the Offer to Purchase is incorporated herein by reference. Section 8 (Price Range of Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
ITEM 3. |
|
(a)
Name and Address:
The name of the filing person is The Hackett Group, Inc., a Florida corporation. The address of its principal
executive office is 1001 Brickell Bay Drive, Suite 3000, Miami, Florida 33131 and its telephone number is (305) 375-8005. The information set forth in Section 10 (Certain Information Concerning Us) and Section 11
(Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares) in the Offer to Purchase is incorporated herein by reference.
ITEM 4. |
|
(a)
Material Terms:
The information set forth in the sections of the Offer to Purchase captioned Introduction and
Summary Term Sheet is incorporated herein by reference. The information set forth in Section 1 (Number of Shares; Proration), Section 2 (Purpose of the Offer; Certain Effects of the Offer),
Section 3 (Procedures for Tendering Shares), Section 4 (Withdrawal Rights), Section 5 (Purchase of Shares and Payment of Purchase Price), Section 6 (Conditional Tender of Shares),
Section 7 (Conditions of the Offer), Section 9 (Source and Amount of Funds), Section 11 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares),
Section 13 (Certain United States Federal Income Tax Consequences), Section 14 (Extension of the Offer; Termination; Amendment) and Section 16 (Miscellaneous) of the Offer to Purchase is
incorporated herein by reference.
(b)
Purchases:
The information set forth in the sections of the Offer to Purchase
captioned Introduction and Summary Term Sheet is incorporated herein by reference. The information set forth in Section 11 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares) in the Offer to Purchase is incorporated herein by reference.
ITEM 5. |
|
Agreements Involving the Subject Companys Securities:
The information set forth in Section 11 (Interests of Directors
and Executive Officers, Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by reference.
ITEM 6. |
|
(a)
Purposes:
The information set forth in the section of the Offer to Purchase captioned Summary Term Sheet is incorporated
herein by reference. The information set forth in Section 2 (Purpose of the Offer; Certain Effects of the Offer) of the Offer to Purchase is incorporated herein by reference.
(b)
Use of Securities Acquired:
The information set forth in Section 2 (Purpose of the Offer; Certain Effects of the
Offer) of the Offer to Purchase is incorporated herein by reference.
(c)
Plans:
The information set forth in Section 2
(Purpose of the Offer; Certain Effects of the Offer) and Section 11 (Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by
reference.
ITEM 7. |
|
(a)
Source of Funds:
The information set forth in Section 9 (Source and Amount of Funds) of the Offer to Purchase is
incorporated herein by reference.
(b)
Conditions:
The information set forth in Section 7 (Conditions of the
Offer) and Section 9 (Source and Amount of Funds) of the Offer to Purchase is incorporated herein by reference.
(d)
Borrowed Funds:
The information set forth in Section 9 (Source and Amount of Funds) of the Offer to Purchase is
incorporated herein by reference.
ITEM 8. |
|
(a)
Securities Ownership:
The information set forth in Section 11 (Interests of Directors and Executive Officers,
Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by reference.
(b)
Securities
Transactions:
The information set forth in Section 11 (Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by reference.
ITEM 9. |
|
Solicitations or Recommendations:
The information set forth in Section 15 (Fees and Expenses) of the Offer to Purchase
is incorporated herein by reference.
ITEM 10. |
|
Financial Information:
(a)-(b) Not applicable. The consideration offered consists solely of cash. The Hackett Group, Inc. will fund any
purchase of shares of Common Stock in the Offer, and the payment of fees and expenses in connection with the Offer, using cash on hand and borrowings under its credit facility with Bank of America, N.A. The Hackett Group, Inc. is a public reporting
company under Section 13(a) of the Exchange Act that files reports electronically on EDGAR.
ITEM 11. |
|
(a)
Agreements, Regulatory Requirements and Legal Proceedings:
The information set forth in Section 2 (Purpose of the Offer;
Certain Effects of the Offer), Section 10 (Certain Information Concerning Us), Section 11 (Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares) and
Section 12 (Certain Legal Matters; Regulatory Approvals) in the Offer to Purchase is incorporated herein by reference.
(c)
Other Material Information:
The information set forth in the Offer to Purchase and the Letter of Transmittal, as each may be
amended or supplemented from time to time, is incorporated herein by reference.
ITEM 12. |
|
ITEM 13. |
|
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete
and correct.
The Hackett Group, Inc. | ||||
Dated: November 9, 2022 | By: |
| ||
Name: | Ted. A. Fernandez | |||
Title: | Chief Executive Officer and Chairman of the Board |
The above information was disclosed in a filing to the SEC. To see the filing, click here.
To receive a free e-mail notification whenever The Hackett Group makes a similar move, sign up!