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As filed with the Securities and Exchange Commission on October 14, 2010
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
SCHEDULE TO
(Amendment No. 4)
(Rule 14d-100)
 
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
 
 
GLG PARTNERS, INC.
(Name of Subject Company (Issuer))
 
 
GLG PARTNERS, INC.
MAN GROUP PLC
 
(Name of Filing Person (Offeror))
 
 
Public Warrants to Purchase Common Stock, par value $0.0001
Founders Warrants to Purchase Common Stock, par value $0.0001
Sponsors Warrants to Purchase Common Stock, par value $0.0001
Co-Investment Warrants to Purchase Common Stock, par value $0.0001
(Title of Class of Securities)
 
Public Warrants — 37929X115
Founders Warrants — None
Sponsors Warrants — None
Co-Investment Warrants — None
(CUSIP Number of Class of Securities)
 
SCHEDULE 13E-3
(Amendment No. 4)
(Rule 13e-100)
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
 
GLG Partners, Inc.
Man Group plc
Man Principal Strategies Holdings LLC
Escalator Sub 1 Inc.
Noam Gottesman
Emmanuel Roman
Pierre Lagrange
Gottesman GLG Trust
TOMS International Ltd.
Roman GLG Trust
Jackson Holding Services Inc.
Lagrange GLG Trust
Point Pleasant Ventures Ltd.
 
(Name of Person(s) Filing Statement)
 
 
     
Alejandro San Miguel
General Counsel and Corporate Secretary
GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, New York 10022
(212) 224-7200
  Stephen Ross
Jasveer Singh
Man Group plc
Sugar Quay
Lower Thames Street
London
EC3R 6DU
Tel: +44 20 7144 1000
Fax: +44 20 7144 2001
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
 
Copies to:
 
         
Allen Miller
Marc Alpert
Sey-Hyo Lee
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Tel: 212.408.5100
Fax: 212.541.5369
  Eric S. Shube
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: 212.610.6300
Fax: 212.610.6399 		  Jane McDonald
Danielle D. Do
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: 212.310.8000
Fax: 212.310.8007

 

Calculation of Filing Fee
 
     
Transaction valuation*
 
Amount of filing fee**
 
$7,028,523.33
  $501.13
 
 
*  Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-1l(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on the purchase of 32,984,674 Public Warrants, 12,000,003 Founders Warrants, 4,500,000 Sponsors Warrants and 5,000,000 Co-Investment Warrants at the purchase price of $0.129 per warrant.
 
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, equals $71.30 per $1,000,000 of the value of the transaction.
 
þ  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: $501.13
  Filing Party: GLG Partners, Inc. and Man Group plc
Form or Registration No.: Schedule TO
  Date Filed: September 13, 2010
 
o  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:
 
  þ  third-party tender offer subject to Rule 14d-l.
 
  þ  issuer tender offer subject to Rule 13e-4.
 
  þ  going-private transaction subject to Rule 13e-3. (Applicable to Public Warrants)
 
  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
 
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
 
  o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
 
  o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

 

 
SCHEDULE TO
 
This Amendment No. 4 (this “Final Amendment”) to the combined Tender Offer Statement and Schedule 13E-3 Transaction Statement with respect to the Public Warrants filed on September 13, 2010 (the “Original Schedule TO”) is filed herewith under cover of Schedule TO by GLG Partners, Inc., a Delaware corporation (“GLG” or the “Company”), pursuant to Rule 13e-4 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and by Man Group plc, a public limited company existing under the laws of England and Wales (“Man”), pursuant to Rule 14d-1 and Rule 13e-3 under the Exchange Act, in connection with the offer by GLG and Man Group plc to purchase for cash all of the outstanding public warrants (the “Public Warrants”), all of the outstanding founders warrants (the “Founders Warrants”), all of the outstanding sponsors warrants (the “Sponsors Warrants”) and all of the outstanding co-investment warrants (the “Co-Investment Warrants”, and collectively with the Public Warrants, Founders Warrants and the Sponsors Warrants, the “Warrants”) of GLG at a purchase price of $0.129 per Warrant, in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 13, 2010 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), which, as amended or supplemented from time to time, together constitute the offer (the “Offer”). In addition, Man Principal Strategies Holdings LLC, GLG as successor by merger to Escalator Sub 1 Inc., Noam Gottesman, Emmanuel Roman, Pierre Lagrange, Gottesman GLG Trust, TOMS International Ltd., Roman GLG Trust, Jackson Holding Services Inc., Lagrange GLG Trust and Point Pleasant Ventures Ltd. (collectively with GLG and Man, the “Filing Persons”) are filing this Final Amendment solely for the purpose of complying with Rule 13e-3 and related rules under the Exchange Act. All information contained in this Final Amendment and the Original Schedule TO concerning any of the Filing Persons has been provided by such Filing Person and no Filing Person has produced any disclosure with respect to any other Filing Person. This Final Amendment and the Original Schedule TO are intended to satisfy the reporting requirements of Rule 13e-4, Rule 14d-1 and Rule 13e-3 of the Exchange Act.
 
This Final Amendment is the final amendment to the Original Schedule TO.
 
(1) Items 1 through 9, 11 and 13 of the Schedule TO are amended as follows:
 
The Offer expired at 3:45 a.m. New York City time, on October 14, 2010, concurrently with the completion of the acquisition of GLG by Man. The depository for the Offer, BNY Mellon Shareowner Services, has advised GLG that of the 54,484,677 total Warrants outstanding prior to the Offer, 52,351,140 Warrants, representing approximately 96% of the total Warrants, were tendered in the Offer and not withdrawn, and GLG has accepted for purchase all tendered Warrants for an aggregate purchase price of $6,753,297. Following expiration of the Offer, GLG has a total of 2,133,537 Warrants still outstanding.
 
On October 14, 2010, GLG issued a press release announcing the expiration and results of the Offer. A copy of the press release is attached as Exhibit 99(a)(1)(G) to this Schedule TO and is incorporated herein by reference.
 
(2) Item 12 of the Schedule TO is amended as follows:
 
The following is added as a new exhibit:
 
         
Exhibit No.
 
Description
 
  99(a)(1)(G)     Press release of GLG Partners, Inc., dated October 14, 2010.
 
Except for the amendments described herein, no other information in the Original Schedule TO is amended hereby.

 

 
SIGNATURES
 
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.
 
Dated: October 14, 2010
 
GLG PARTNERS, INC.
 
By: 
/s/  Noam Gottesman
Name:     Noam Gottesman
  Title:  Chairman of the Board and Co-Chief Executive Officer
 
Dated: October 14, 2010
 
MAN GROUP PLC
 
By: 
/s/  Kevin Hayes
Name:     Kevin Hayes
  Title:  Finance Director
 
Dated: October 14, 2010
 
MAN PRINCIPAL STRATEGIES HOLDINGS LLC
 
By: 
/s/  Orly Lax
Name:     Orly Lax
  Title:  Vice President
 
Dated: October 14, 2010
 
GLG PARTNERS, INC. (AS SUCCESSOR TO ESCALATOR SUB 1 INC.)
 
By: 
/s/  Noam Gottesman
Name:     Noam Gottesman
  Title:  Chairman of the Board and Co-Chief Executive Officer
 
Dated: October 14, 2010
 

 

NOAM GOTTESMAN
 
/s/  Noam Gottesman
 
Dated: October 14, 2010
 
EMMANUEL ROMAN
 
/s/  Emmanuel Roman
 
Dated: October 14, 2010
 
PIERRE LAGRANGE
 
/s/  Pierre Lagrange
 
Dated: October 14, 2010
 
/s/  Leslie J. Schreyer
Leslie J. Schreyer, in his capacity as trustee of the Gottesman GLG Trust
 
Dated: October 14, 2010
 
TOMS INTERNATIONAL LTD.
 
By: 
/s/  Jeffrey A. Robins
Name     Jeffrey A. Robins
  Title:  Vice President and Assistant Secretary
 
Dated: October 14, 2010
 
/s/  Jeffrey A. Robins
Jeffrey A. Robins, in his capacity as trustee of the Roman GLG Trust
 
Dated: October 14, 2010

 

JACKSON HOLDING SERVICES INC.
 
By: 
/s/  Jeffrey A. Robins
Name:     Jeffrey A. Robins
  Title:  Director
 
Dated: October 14, 2010
 
G&S TRUSTEES LIMITED, in its capacity as trustee of the LAGRANGE GLG TRUST
 
By: 
/s/  Nigel Bentley
Name:     Nigel Bentley
  Title:  Director
 
Dated: October 14, 2010
 
POINT PLEASANT VENTURES LTD.
 
By: 
/s/  Nigel Bentley
Name:     Nigel Bentley
  Title:  Director

 

 
INDEX TO EXHIBITS
 
         
Exhibit
 		   
Number
 
Description
 
  99(a)(1)(A)     Offer to Purchase dated September 13, 2010.*
  99(a)(1)(B)     Letter of Transmittal (including Substitute Form W-9).*
  99(a)(1)(C)     Notice of Guaranteed Delivery.*
  99(a)(1)(D)     Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  99(a)(1)(E)     Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
  99(a)(1)(F)     Press release of GLG Partners, Inc., dated October 12, 2010.†
  99(a)(1)(G)     Press release of GLG Partners, Inc., dated October 14, 2010.
  99(d)(1)     Agreement and Plan of Merger dated as of May 17, 2010 among GLG Partners, Inc., Man Group plc and Escalator Sub 1 Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(2)     Amendment No. 1 dated as of August 19, 2010 to the Agreement and Plan of Merger dated as of May 17, 2010 among the Company, Man Group plc and Escalator Sub 1 Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 20, 2010, is incorporated herein by reference.
  99(d)(3)     Share Exchange Agreement dated May 17, 2010 by and among Man Group plc and the stockholders of the Company party thereto, filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(4)     Voting and Support Agreement dated May 17, 2010 by and among Man Group plc, Escalator Sub 1 Inc. and the stockholders of the Company party thereto, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(5)     Second Amended and Restated Employment Agreement between the Company and Jeffrey M. Rojek, dated May 16, 2010, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(6)     Second Amended and Restated Employment Agreement between the Company and Alejandro San Miguel, dated May 16, 2010, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(7)     Amendment to Amended and Restated Employment Agreement between the Company and Simon White, dated May 16, 2010, filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 19, 2010, is incorporated herein by reference.
  99(d)(8)     Joinder Agreement dated as of June 21, 2010 by and among Man Group plc, Escalator Sub 1 Inc., the Company, Sage Summit LP, Lavender Heights Capital LP and Ogier Fiduciary Services (Cayman) Limited, in its capacity as trustee of each of Blue Hill Trust and Green Hill Trust, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 25, 2010, is incorporated herein by reference.
  99(d)(9)     Purchase Agreement dated as of June 21, 2010 between Sage Summit LP and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Blue Hill Trust, filed as Exhibit 4 to the Statement of Beneficial Ownership on Schedule 13D of Blue Hill Trust and Green Hill Trust on June 28, 2010, is incorporated herein by reference.
  99(d)(10)     Purchase Agreement dated as of June 21, 2010 between Lavender Heights Capital LP and Ogier Fiduciary Services (Cayman) Limited, acting solely in its capacity as trustee of the Green Hill Trust, filed as Exhibit 5 to the Statement of Beneficial Ownership on Schedule 13D of Blue Hill Trust and Green Hill Trust on June 28, 2010, is incorporated herein by reference.
  99(d)(11)     Amended and Restated Warrant Agreement dated as of December 21, 2006 between Continental Stock Transfer & Trust Company and the Company, filed as Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, is incorporated herein by reference.
  99(d)(12)     Amendment No. 1 to Amended and Restated Warrant Agreement, dated as of December 19, 2007, between Continental Stock Transfer & Trust Company and the Company, filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-1 (Registration No. 333-147865), is incorporated herein by reference.

 

         
Exhibit
 		   
Number
 
Description
 
  99(d)(13)     Founders’ Agreement dated June 22, 2007 among Noam Gottesman, as Sellers’s Representative, the Principals, the Trustees, Berggruen Freedom Holdings Ltd. and Marlin Equities II, LLC, filed as Annex E to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
  99(d)(14)     GLG Shareholders Agreement dated as of June 22, 2007 among the Company and the Persons set forth on the signature pages thereto, filed as Annex D to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
  99(d)(15)     Voting Agreement dated as of June 22, 2007 among the Principals, the Trustees, Lavender Heights Capital LP, Sage Summit LP and the Company, filed as Annex F to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
  99(d)(16)     Agreement Among Principals and Trustees dated as of June 22, 2007 among the Principals and the Trustees filed as Annex G to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
  99(d)(17)     Indenture, dated as of May 15, 2009, between the Company and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-33217), is incorporated herein by reference.
  99(e)(18)     Support Agreement dated as of November 2, 2007 between the Company and FA Sub 2 Limited, filed as Annex B to the Company’s Proxy Statement dated October 12, 2007 (File No. 001-33217), is incorporated herein by reference.
*   Previously filed on September 13, 2010.
†   Previously filed on October 12, 2010.