Amended Tender Offer Statement by Issuer (sc To-i/a)
February 12 2021 - 4:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
to
SCHEDULE
TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
fuboTV
Inc.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
Series
AA Convertible Preferred Stock
(Title of Class of Securities)
35953D203
(CUSIP Number of Class of Securities)
David
Gandler
Chief
Executive Officer
fuboTV
Inc.
1330
Avenue of the Americas
New
York, NY 10019
(212)
672-0055
(Name, address and telephone number of person authorized to receive notices and communications on behalf of
filing person)
Copies
to:
Robert
G. Day, Esq.
|
|
Simone
Nardi
|
Douglas
K. Schnell, Esq.
|
|
Chief
Financial Officer
|
Mark
G.C. Bass, Esq.
|
|
Gina
Sheldon, Esq.
|
Wilson
Sonsini Goodrich & Rosati,
|
|
General
Counsel
|
Professional
Corporation
|
|
fuboTV
Inc.
|
650
Page Mill Road
|
|
1330
Avenue of the Americas
|
Palo
Alto, CA 94304-1050
|
|
New
York, NY 10019
|
(650)
493-9300
|
|
(212)
672-0055
|
CALCULATION
OF FILING FEE
Transaction
Valuation*
|
|
Amount
of Filing Fee**
|
$286,043,381.04
|
|
$31,207.33
|
*
|
Estimated
solely for purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended
(the “Securities Act”), and based on the product of $17.52, the book value of each share of Series AA Convertible
Preferred Stock as of December 31, 2020, and 16,326,677, the maximum number of shares of Series AA Convertible Preferred Stock
to be exchanged in the exchange offer. Because there is no trading market for the Series AA Convertible Preferred Stock, the
value of the Series AA Convertible Preferred Stock was based on its book value as of December 31, 2020.
|
**
|
The
amount of the filing fee calculated in accordance with Rule 0-11(a)(2) of the Securities Exchange Act of 1934, as amended.
|
[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: $31,207.33
|
|
Form
or Registration No.: Form S-4
|
|
Filing
Party: fuboTV Inc.
|
|
Date
Filed: January 26, 2021
|
[ ]
|
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: [ ]
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)
|
SCHEDULE
TO
This
Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by fuboTV Inc., a Florida corporation
(the “Company”), with the Securities and Exchange Commission on January 27, 2021 (as previously amended and supplemented,
the “Schedule TO”), relating to an offer (the “Exchange Offer”) by the Company to exchange up to 16,326,677
of the Company’s outstanding Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) for two
shares of the Company’s common stock.
The
Exchange Offer commenced on January 27, 2021 and expires at 5:00 p.m., New York City time, on February 26, 2021. The Exchange
Offer was made upon the terms and subject to the conditions set forth in the prospectus, dated January 26, 2021, as amended (the
“Prospectus”), which is exhibit (a)(1)(i) hereto and which forms a part of the Registration Statement on Form
S-4, as amended (Reg. No. 333-252445) filed with the Securities and Exchange Commission on January 26, 2021 (the “Registration
Statement”) and in the related letter of transmittal.
This
Schedule TO is hereby amended and supplement by this Amendment No. 2 as follows:
Item
12. Exhibits.
Item
12 of the Schedule TO is amended by replacing Exhibit (a)(1)(i) with the following:
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment is true, complete
and correct.
|
FUBOTV INC.
|
|
|
|
Date: February
12, 2021
|
By:
|
/s/ David Gandler
|
|
Name:
|
David Gandler
|
|
|
Chief Executive Officer
|
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