DAVID A. KATZ, ESQ. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
JANE D. GOLDSTEIN, ESQ. Ropes & Gray LLP One International Place Boston, Massachusetts 02110 (617) 951-7000 |
JOHN M. GHERLEIN, ESQ. Baker & Hostetler LLP 3200 National City Center 1900 East Ninth Street Cleveland, Ohio 44114 (216) 621-0200 |
STEPHEN FRAIDIN, ESQ. Kirkland & Ellis LLP 153 E. 53rd Street New York, New York 10022 (212) 446-4800 |
A. RICHARD SUSKO, ESQ. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-3999 |
a.
|
þ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b.
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o | The filing of a registration statement under the Securities Act of 1933. | ||
c.
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o | A tender offer. | ||
d.
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o | None of the above. |
Transaction valuation* | Amount of filing fee | |
$3,239,266,608 | $346,602 |
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Introduction | ||||||||
Item 15. Additional Information | ||||||||
Item 16. Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-99.A.5: PRESS RELEASE |
(a)(1)
|
Definitive Proxy Statement filed with the Securities and Exchange Commission on April 3, 2007.*** | |
(a)(2)
|
Form of Proxy Card.*** | |
(a)(3)
|
First Proxy Supplement, filed with the Securities and Exchange Commission on May 24, 2007.**** | |
(a)(4)
|
Second Proxy Supplement, filed with the Securities and Exchange Commission on June 4, 2007.***** | |
(a)(5)
|
Press Release, dated June 14, 2007. |
3
(b)(1)
|
Commitment Letter from Deutsch Bank AG New York Branch, Deutsch Bank AG Cayman Islands Branch, Deutsch Bank Securities, Inc., Bank of America, N.A., Banc of America Bridge, LLC and Banc of America Securities LLC to Kangaroo Acquisition, Inc., dated as of November 5, 2006.* | |
(c)(1)
|
Opinion of Wachovia Capital Markets, LLC, attached as Annex B to the Proxy Statement.*** | |
(c)(2)
|
Opinion of Piper Jaffray & Co., attached as Annex C to the Proxy Statement.*** | |
(c)(3)
|
Financial analysis presentation materials, dated November 3, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.* | |
(c)(4)
|
Financial analysis presentation materials, dated November 5, 2006, prepared by Piper Jaffray & Co., for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(5)
|
Financial analysis presentation materials, dated August 18, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(6)
|
Financial analysis presentation materials, dated September 15, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(7)
|
Financial analysis presentation materials, dated October 9, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(8)
|
Opinion of Wachovia Capital Markets, LLC, attached as Annex B to the First Proxy Supplement.**** | |
(d)(1)
|
Agreement and Plan of Merger, dated as of November 5, 2006, by and among OSI Restaurant Partners, Inc., Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. attached as Annex A to the Proxy Statement. | |
(d)(2)
|
Letter of Intent from Kangaroo Holdings, Inc. to Robert Basham, J. Timothy Gannon and Chris Sullivan, dated November 5, 2006.* | |
(d)(3)
|
Letter of Intent from Kangaroo Holdings, Inc. to Bill Allen, Paul Avery, Dirk Montgomery and Joe Kadow, dated November 5, 2006.* | |
(d)(4)
|
Amendment, dated November 5, 2006, by and among A. William Allen, III, OSI Restaurant Partners, Inc. and OS Restaurant Services, Inc.* | |
(d)(5)
|
Amendment, dated November 5, 2006, by and among Paul E. Avery, OSI Restaurant Partners, Inc. and Outback Steakhouse of Florida, Inc.* | |
(d)(6)
|
Amendment, dated November 5, 2006, by and among Joseph J. Kadow, OSI Restaurant Partners, Inc., OS Restaurant Services, Inc., OS Management, Inc. and Outback Steakhouse of Florida, Inc.* | |
(d)(7)
|
Amendment, dated November 5, 2006, by and between Dirk Montgomery and OSI Restaurant Partners, Inc.* | |
(d)(8)
|
Amendment to Agreement and Plan of Merger, dated as of May 21, 2007, by and among OSI Restaurant Partners, Inc., Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. attached as Annex A to the Proxy Supplement.**** | |
(f)
|
Section 262 of the Delaware General Corporation Law, attached as Annex D to the Proxy Statement. | |
(g)
|
None. |
* | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on January 17, 2007. | |
** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on March 26, 2007. | |
*** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on April 4, 2007. | |
**** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 24, 2007. | |
***** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on June 4, 2007. |
4
Dated: June 14, 2007 | OSI RESTAURANT PARTNERS, INC. |
|||
By: | /s/ Joseph J. Kadow | |||
Name: | Joseph J. Kadow | |||
Title: | Executive Vice President and General Counsel |
|||
Dated: June 14, 2007 | /s/ Chris T. Sullivan | |||
Chris T. Sullivan | ||||
Dated: June 14, 2007 | /s/ Robert D. Basham | |||
Robert D. Basham | ||||
Dated: June 14, 2007 | /s/ J. Timothy Gannon | |||
J. Timothy Gannon | ||||
Dated: June 14, 2007 | /s/ A. William Allen III | |||
A. William Allen III | ||||
5
Dated: June 14, 2007 | /s/ Paul E. Avery | |||
Paul E. Avery | ||||
Dated: June 14, 2007 | /s/ Joseph J. Kadow | |||
Joseph J. Kadow | ||||
Dated: June 14, 2007 | /s/ Dirk Montgomery | |||
Dirk Montgomery | ||||
Dated: June 14, 2007 | KANGAROO HOLDINGS, INC. |
|||
By: | /s/ Phil Loughlin | |||
Name: | Phil Loughlin | |||
Title: | Vice President | |||
Dated: June 14, 2007 | KANGAROO ACQUISITION, INC. |
|||
By: | /s/ Phil Loughlin | |||
Name: | Phil Loughlin | |||
Title: | Vice President | |||
Dated: June 14, 2007 | BAIN CAPITAL (OSI) IX, L.P. |
|||
By: | BAIN CAPITAL PARTNERS IX, L.P. | |||
its general partner | ||||
By: | BAIN CAPITAL INVESTORS, LLC | |||
its general partner | ||||
By: | /s/ Phil Loughlin | |||
Name: | Phil Loughlin | |||
Title: | Managing Director | |||
6
Dated: June 14, 2007 | CATTERTON PARTNERS VI, L.P. |
|||
By: | CATTERTON MANAGING PARTNER VI, L.L.C. | |||
its general partner | ||||
By: | CP6 MANAGEMENT, L.L.C. | |||
its managing member | ||||
By: | /s/ J. Michael Chu | |||
Name: | J. Michael Chu | |||
Title: | Managing Member |
Dated: June 14, 2007 | CATTERTON PARTNERS VI OFFSHORE, L.P. |
|||
By: | CATTERTON MANAGING PARTNER VI, L.L.C. | |||
its general partner | ||||
By: | CP6 MANAGEMENT, L.L.C. | |||
its managing member | ||||
By: | /s/ J. Michael Chu | |||
Name: | J. Michael Chu | |||
Title: | Managing Member |
Dated: June 14, 2007 | BAIN CAPITAL FUND IX, L.P. |
|||
By: | BAIN CAPITAL PARTNERS IX, L.P. | |||
its general partner | ||||
By: | BAIN CAPITAL INVESTORS, LLC | |||
its general partner | ||||
By: | /s/ Phil Loughlin | |||
Name: | Phil Loughlin | |||
Title: | Managing Director |
7
(a)(1)
|
Definitive Proxy Statement filed with the Securities and Exchange Commission on April 3, 2007.*** | |
(a)(2)
|
Form of Proxy Card.*** | |
(a)(3)
|
First Proxy Supplement, filed with the Securities and Exchange Commission on May 24, 2007.**** | |
(a)(4)
|
Second Proxy Supplement, filed with the Securities and Exchange Commission on June 4, 2007.***** | |
(a)(5)
|
Press Release, dated June 14, 2007. | |
(b)(1)
|
Commitment Letter from Deutsch Bank AG New York Branch, Deutsch Bank AG Cayman Islands Branch, Deutsch Bank Securities, Inc., Bank of America, N.A., Banc of America Bridge, LLC and Banc of America Securities LLC to Kangaroo Acquisition, Inc., dated as of November 5, 2006.* | |
(c)(1)
|
Opinion of Wachovia Capital Markets, LLC, attached as Annex B to the Proxy Statement.*** | |
(c)(2)
|
Opinion of Piper Jaffray & Co., attached as Annex C to the Proxy Statement.*** | |
(c)(3)
|
Financial analysis presentation materials, dated November 3, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.* | |
(c)(4)
|
Financial analysis presentation materials, dated November 5, 2006, prepared by Piper Jaffray & Co., for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(5)
|
Financial analysis presentation materials, dated August 18, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(6)
|
Financial analysis presentation materials, dated September 15, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(7)
|
Financial analysis presentation materials, dated October 9, 2006, prepared by Wachovia Capital Markets, LLC, for the Special Committee of the Board of Directors of OSI Restaurant Partners, Inc.** | |
(c)(8)
|
Opinion of Wachovia Capital Markets, LLC, attached as Annex B to the First Proxy Supplement.**** | |
(d)(1)
|
Agreement and Plan of Merger, dated as of November 5, 2006, by and among OSI Restaurant Partners, Inc., Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. attached as Annex A to the Proxy Statement. | |
(d)(2)
|
Letter of Intent from Kangaroo Holdings, Inc. to Robert Basham, J. Timothy Gannon and Chris Sullivan, dated November 5, 2006.* | |
(d)(3)
|
Letter of Intent from Kangaroo Holdings, Inc. to Bill Allen, Paul Avery, Dirk Montgomery and Joe Kadow, dated November 5, 2006.* | |
(d)(4)
|
Amendment, dated November 5, 2006, by and among A. William Allen, III, OSI Restaurant Partners, Inc. and OS Restaurant Services, Inc.* | |
(d)(5)
|
Amendment, dated November 5, 2006, by and among Paul E. Avery, OSI Restaurant Partners, Inc. and Outback Steakhouse of Florida, Inc.* | |
(d)(6)
|
Amendment, dated November 5, 2006, by and among Joseph J. Kadow, OSI Restaurant Partners, Inc., OS Restaurant Services, Inc., OS Management, Inc. and Outback Steakhouse of Florida, Inc.* | |
(d)(7)
|
Amendment, dated November 5, 2006, by and between Dirk Montgomery and OSI Restaurant Partners, Inc.* |
8
(d)(8)
|
Amendment to Agreement and Plan of Merger, dated as of May 21, 2007, by and among OSI Restaurant Partners, Inc., Kangaroo Holdings, Inc. and Kangaroo Acquisition, Inc. attached as Annex A to the Proxy Supplement.**** | |
(f)
|
Section 262 of the Delaware General Corporation Law, attached as Annex D to the Proxy Statement. | |
(g)
|
None. |
* | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on January 17, 2007. | |
** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on March 26, 2007. | |
*** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on April 4, 2007. | |
**** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on May 24, 2007. | |
***** | Filed as an exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission on June 4, 2007. |
9