SCGQ Scg Financial Acquisition Corp (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCG FINANCIAL ACQUISITION CORP.

(Name of Subject Company (Issuer) and Name of Filing Person (Issuer))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

78404K103

(CUSIP Number of Common Stock)

Gregory H. Sachs

Chairman, President and Chief Executive Officer

SCG Financial Acquisition Corp.

615 N. Wabash Avenue

Chicago, Illinois 60611

(312) 784-3960

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with a copy to:

Ameer Ahmad

Greenberg Traurig LLP

77 West Wacker Drive

Suite 3100

Chicago, Illinois 60601

(312) 456-8400

CALCULATION OF FILING FEE

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

o    third-party tender offer subject to Rule 14d-1.

þ    issuer tender offer subject to Rule 13e-4.

o    going-private transaction subject to Rule 13e-3.

o    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:     þ

TABLE OF CONTENTS

INTRODUCTION

Item 1. Summary Term Sheet

Item 4. Terms of the Transaction

Item 12. Exhibits

SIGNATURE

INDEX TO EXHIBITS

SCHEDULE TO

Introduction

SCG Financial Acquisition Corp., a Delaware corporation (“ SCG ”), hereby amends and supplements its Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on February 11, 2013, as amended by Amendment No. 1 to Schedule TO filed on March 1, 2013, as amended by Amendment No. 2 to Schedule TO filed on March 6, 2013, as amended by Amendment No. 3 to Schedule TO filed on March 12, 2013, as amended by Amendment No. 4 to Schedule TO filed on March 20, 2013, as amended by Amendment No. 5 to Schedule TO filed on March 28, 2013 and as amended by Amendment No. 6 to Schedule TO filed on April 3, 2013.  The Schedule TO, as amended by this Amendment No. 7 to Schedule TO, relates to the offer by SCG to purchase all of the issued and outstanding shares of common stock, par value $0.0001 per share, of SCG (the “ SCG Common Shares ”), at a purchase price of $10.00 per SCG Common Share, net to the seller in cash, without interest (the “ Purchase Price ”), upon the terms and subject to the conditions described in the Third Amended and Restated Offer to Purchase for Cash (the “ Offer to Purchase ”), dated April 3, 2013, previously filed as Exhibit (a)(1)(U) to the Schedule TO, and in the related Third Amended and Restated Letter of Transmittal for the SCG Common Shares, previously filed as Exhibit (a)(1)(V) to the Schedule TO (the “ Letter of Transmittal ”, which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “ Offer ”).  The Offer expired at 5:00 p.m. Eastern Time, on April 5, 2013.

This is the final amendment to the Schedule TO and is being filed to report the results of the Offer.  This Amendment No. 7 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 7 amends and supplements only the items and exhibits to the Schedule TO that are being amended and supplemented, and unaffected items and exhibits are not included herein.  The information in the Offer to Purchase and the related Letter of Transmittal is incorporated by reference as set forth below.

Item 1. Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended and supplemented by adding the following language:

The Offer expired at 5:00 p.m. Eastern Time, on April 5, 2013.  SCG expects to complete the merger of SCG Financial Merger II Corp., a wholly owned subsidiary of SCG, with and into Reach Media Holdings, Inc., on or about April 8, 2013 or as soon thereafter as practicable.

Based upon information provided by the depositary for the tender offer, Continental Stock Transfer & Trust Company, as of the expiration of the Offer, a total of 4,551,228 shares were validly tendered and not withdrawn, for a total Purchase Price of approximately $45,512,280.  All SCG Common Shares validly tendered and not withdrawn were accepted for purchase.  The SCG Common Shares accepted for purchase represent approximately 47.2% of the issued and outstanding SCG Common Shares as of April 5, 2013.  Payment for the SCG Common Shares accepted for purchase will be made promptly.

Item 4. Terms of the Transaction

(a) Material Terms.

Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the language set forth above under Item 1.  Such language is incorporated herein by reference.

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.

*   Previously filed.