BBOX Black Box Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Black Box Corporation

(Name of Subject Company (Issuer))

Host Merger Sub Inc.

(Offeror)

a wholly owned subsidiary of

BBX Inc.

(Parent of Offeror (Other Person))

a wholly owned subsidiary of

BBX Main Inc.

(Other Person)

a wholly owned subsidiary of

AGC Networks Pte. Ltd.

(Other Person)

(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person)

AGC Networks Inc.

222 W. Las Colinas Blvd.

Suite 200, North Tower

Irving, TX 75039 USA

Telephone No.: (214) 258 1600

Facsimile No.: (214) 445 4099

Email: legal.us@agcnetworks.com

Attention: Mike Carney

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

Copies to:

Alston & Bird LLP

1201 W. Peachtree Street, Suite 4900

Atlanta, Georgia 30309

Telephone No.: (404) 881-7758

Facsimile No.: (404) 253-8758

Email: Justin.howard@alston.com

Attention:    Justin R. Howard

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

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:

This filing relates solely to preliminary communications made before the commencement of a tender offer (the “ Offer ”) by Host Merger Sub Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of BBX Inc., a Delaware corporation (“ BBX Intermediate ”) and a wholly owned subsidiary of BBX Main Inc., a Delaware corporation (“ Parent ”) and wholly owned subsidiary of AGC Networks Pte Ltd., a company organized under the laws of Singapore (“ Top Parent ”), to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “ Shares ”), of Black Box Corporation (“ Black Box ”), a Delaware corporation, at a price of $1.08 per Share, net to the seller in cash, without interest, less any applicable withholding taxes, to be commenced pursuant to an Agreement and Plan of Merger, dated as of November 11, 2018, by and among Purchaser, BBX Intermediate, Parent, Top Parent and Black Box.

NOTICE TO INVESTORS AND SECURITY HOLDERS

The tender offer described herein has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any common stock of Black Box or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the United States Securities and Exchange Commission (the “ SEC ”) by Purchaser and/or its affiliates, and a solicitation/recommendation statement on Schedule 14D-9 will be filed with the SEC by Black Box. The offer to purchase Black Box common stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS OF BLACK BOX ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the tender offer that will be named in the tender offer statement on Schedule TO.

Item 12.    Exhibits.