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

(Amendment No. 2)

 

 

AUXILIUM PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

AUXILIUM PHARMACEUTICALS, INC.

(Names of Filing Person (Issuer))

1.50% Convertible Senior Notes Due 2018

(Title of Class of Securities)

05334D AA5

(CUSIP Number of Class of Securities)

Rajiv De Silva

President and Chief Executive Officer

Auxilium Pharmaceuticals, Inc.

640 Lee Road

Chesterbrook, Pennsylvania 19087

(484) 321-5901

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)

 

 

With a copy to:

Alison S. Ressler

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**

$350,729,166.67

   $40,754.73

 

* Estimated solely for purposes of calculating the filing fee. The purchase price of the 1.50% Convertible Senior Notes due 2018 (the “Notes”), as described herein, is calculated as the sum of (a) $350,000,000, representing 100% of the principal amount of the Notes outstanding as of February 2, 2015, plus (b) $729,166.67, representing accrued but unpaid interest on the Notes up to, but excluding, March 5, 2015.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $116.20 for each $1,000,000 of the value of the transaction.

 

x 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: $40,754.73 Filing Party: Auxilium Pharmaceuticals, Inc.
Form of Registration No. Schedule TO Date Filed: February 3, 2015

 

¨ 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.
  x 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: x

 

 

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 3, 2015, (together with any amendments and supplements thereto, the “Schedule TO”) by Auxilium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), which relates to the Company’s requirement to repurchase, at the option of holders of the Company’s 1.50% Convertible Senior Notes due 2018 (the “Notes”), 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, March 5, 2015, pursuant to the terms and conditions of the Fundamental Change Purchase Right Notice, Notice of Right to Convert and Notice of Entry into Supplemental Indenture and Offer to Purchase dated February 3, 2015 (as amended, the “Notice”), the Indenture and the Notes.

This Schedule TO is intended to satisfy the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended. All capitalized terms used but not specifically defined in this Schedule TO have the meanings given to such terms in the Notice.

Items 1 through 9, and Item 11.

Items 1 through 9, and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

In accordance with the terms of the Notice, the Fundamental Change Purchase Right expired at 5:00 p.m., New York City time, on March 4, 2015 (the “Fundamental Change Expiration Date”), and was not extended. The Company has been advised by the Paying Agent that none of the Notes were validly surrendered for repurchase prior to 5:00 p.m., New York City time on the Fundamental Change Expiration Date. The Conversion Period also ended on the Fundamental Change Purchase Date. Holders who did not convert their Notes during the Conversion Period will continue to have the right to convert their Notes in accordance with the terms of the Indenture. Following the expiration of the Fundamental Change Purchase Right, $55,000 in aggregate principal amount of the Notes remained outstanding.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Auxilium Pharmaceuticals, Inc.
By:

/s/ Caroline B. Manogue

Name: Caroline B. Manogue
Title: Executive Vice President, Chief Legal Officer and Secretary

Date: March 5, 2015