UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington
DC 20549
____________________
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange
Act of 1934
(Amendment No. 5)
The Edelman Financial Group Inc.
(Name of the Issuer)
The Edelman Financial Group Inc.
Summer Holdings II, Inc.
Summer Merger Sub, Inc.
LEP Summer Holdings, LLC
Thomas H. Lee
George L. Ball
Joseph Bottazzi, II
Fredric M. Edelman
The Edelman Financial Center, Inc.
Bruce R. McMaken
Edward P. Moore
Ben T. Morris
Lesley V. Roberts
Don A. Sanders
The 2003 Sanders Children’s Trust
The Edelman Financial Center, LLC
Edelman Financial Services, LLC
Rick Berry
Domenico Conti
(Name of Persons Filing
Statement)
Common Stock, Par Value $0.01
(Title of Class of Securities)
27943Q105
(CUSIP Number of Class of Securities)
The Edelman Financial Group Inc.
600 Travis, Suite 5800
Houston, TX 77002
Attn: John T. Unger
Telephone: (888) 752-6742
|
Summer Holdings II, Inc.
Summer Merger Sub, Inc.
LEP Summer Holdings, LLC
650 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Joseph B. Rotberg
Telephone: (212) 888-1500
|
(Name, Address and Telephone
Number of Persons Authorized to Receive Notices and
Communications on Behalf of the Person(s)
Filing Statement)
Copy To:
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, TX 77002
Attn: Amy R. Curtis and
Timothy T. Samson
Telephone: (214) 969-1763 and
(713) 951-5842
|
Vinson & Elkins LLP
Trammell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, TX 75201-2975
Attn: Alan J. Bogdanow and Stephen M. Gill
Telephone: (214) 220-7857
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
Attn: Robert D. Goldbaum
Telephone: (212) 373-3028
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Fried, Frank, Harris, Shriver & Jacobson
LLP
One New York Plaza
New York, NY 10004
Attn: David N. Shine
Telephone: (212) 859-8000
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_________________________________________
This statement is filed in connection
with (check the appropriate box):
x
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a.
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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.
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¨
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting
the results of the transaction:
x
Calculation of Filing Fee
Transaction Value
(1)
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Amount of Filing Fee
(2)
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$267,273,021
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$30,630
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(1)
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For purposes of calculating the filing fee, the transaction value was determined based upon the
sum of (A) 29,597,807 shares of common stock multiplied by the merger consideration of $8.85 per share; (B)
20,000
options to purchase shares of common stock multiplied by $0.94 per share (which is the difference between the merger consideration
and the weighted average exercise price of $7.91 per share); and (C)
$
5,313,629, the amount expected
to be paid to holders of restricted stock units ((A), (B) and (C) together, the “Transaction Valuation”).
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(2)
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The filing fee, calculated in accordance with Exchange Act Rule 0-11(c) and the Securities and
Exchange Commission Fee Rate Advisory #3 for fiscal year 2012, was determined by multiplying the Transaction Valuation by .0001146.
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x
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Check the box if any part of the fee is offset as provided by Exchange Act 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.
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Amount Previously Paid: $30,629.49
Form or Registration No.: Schedule 14A—Preliminary Proxy
Statement
Filing Party: The Edelman Financial Group Inc.
Date
Filed: May 16, 2012
Neither the Securities and Exchange
Commission nor any state securities commission has: (i) approved or disapproved of the transaction; (ii) passed upon the merits
or fairness of the transaction; or (iii) passed upon the adequacy or accuracy of the disclosure in the document. Any representation
to the contrary is a criminal offense.
INTRODUCTION
This Amendment No. 5 (this “Final
Amendment”) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (as amended,
this “Schedule 13E-3”), is being filed with the Securities and Exchange Commission
(the “SEC”) jointly by the following persons (collectively, the “filing persons”): (a) The
Edelman Financial Group Inc., a Texas corporation (the “Company”) and issuer of the common stock that is subject
to the Rule 13e-3 transaction; (b) Summer Holdings II, Inc., a Delaware corporation (“Parent”);
(c) Summer Merger Sub, Inc., a Texas corporation and a wholly owned subsidiary of Parent (“Merger Sub”); (d)
LEP Summer Holdings, LLC, a Delaware limited liability company; (e) Thomas H. Lee; (f) George L. Ball; (g) Joseph Bottazzi,
II; (h) Fredric M. Edelman; (i) The Edelman Financial Center, Inc., a Delaware corporation; (j) Bruce R. McMaken; (k) Edward
P. Moore; (l) Ben T. Morris; (m) Lesley V. Roberts; (n) Don A. Sanders; (o) The 2003 Sanders Children’s Trust
dated January 1, 2003; (p) The Edelman Financial Center, LLC; (q) Edelman Financial Services, LLC; (r) Rick Berry; and (s)
Domenico Conti.
This Final Amendment is being filed pursuant
to Rule 13e-3(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to report the results
of the transaction that is the subject of this Schedule 13E-3. Except as set forth in this Final Amendment, all information in
this Schedule 13E-3 remains unchanged.
The information contained in this
Schedule 13E-3 concerning the Company was supplied by the Company, and the information contained in this Schedule 13E-3 concerning
each filing person other than the Company was supplied by each such filing person.
Item 15. Additional Information.
On September 13, 2012, at a special meeting
of the Company’s shareholders, the Company’s shareholders approved the Agreement and Plan of Merger (the “merger
agreement”), dated as of April 16, 2012, by and among the Company, Parent and Merger Sub.
On September 20, 2012, the Company
and Merger Sub filed a Certificate of Merger with the Texas Secretary of State, pursuant to which Merger Sub was merged with
and into the Company, with the Company continuing as the surviving entity (the “merger”).
Pursuant to the terms of the merger agreement,
as a result of the merger, each share of the Company’s common stock, $0.01 par value per share (the “common stock”),
was converted into the right to receive $8.85 in cash, without interest (the “merger consideration”). The following
shares of common stock were not converted into the right to receive the merger consideration in connection with merger: (a) shares
owned by any of the Company’s shareholders who properly exercise dissenters’ rights under Texas law, (b) shares owned
by the Company (as treasury stock or otherwise) or any of its subsidiaries, other than shares held by Sanders Morris Harris Inc.,
a wholly owned subsidiary of the Company, in its proprietary trading account immediately prior to the completion of the merger,
(c) shares owned by Parent or Merger Sub, including certain shares to be contributed to Lee Summer, LP, a Delaware limited partnership
and indirect parent of Parent, immediately prior to the completion of the merger by: George L. Ball, Chairman of the board of
directors of the Company; Joseph Bottazzi, II, Chief Communications Officer of the Company; Bruce R. McMaken, Executive Vice President-Corporate
of the Company; Ben T. Morris, Vice Chairman of the Company’s board of directors; Lesley V. Roberts, Chief of Staff and
Chief Operations Officer of Edelman Financial Services, LLC, a subsidiary of the Company; Don A. Sanders, Vice Chairman of the
Company’s board of directors; and Don V. Weir as Trustee to The 2003 Sanders Children’s Trust dated January 1, 2003
(collectively, the “Rollover Investors”) and certain other employees electing to contribute shares.
In addition, each outstanding option to purchase
shares of common stock granted under the Company’s equity incentive plans, whether or not then vested or exercisable, was
cancelled as of the effective time of the merger. The holder of such stock option is entitled to receive a cash payment, equal
to the product of (a) the excess, if any, of the $8.85 per share merger consideration over the applicable per share exercise price
of such stock option, multiplied by (b) the number of shares of common stock such holder could have purchased had such holder exercised
such option in full immediately prior to the effective time of the merger, without interest. Each outstanding share of restricted
stock granted under the Company’s equity incentive plans, to the extent not previously earned and vested, became fully earned
and vested as of the effective time of the merger. The holder of such restricted stock is entitled to receive, in exchange for
such restricted stock, a cash payment equal to the product of (a) the number of restricted shares that have not been settled or
paid immediately prior to the effective time of the merger, multiplied by (b) the $8.85 per share merger consideration, without
interest. Each outstanding restricted stock unit award representing the right to receive shares of common stock granted under the
Company’s equity incentive plans vested and was cancelled as of the effective time of the merger. The holder of such restricted
stock unit award is entitled to receive a cash payment equal to the product of (a) the number of units covered by such restricted
stock unit award, multiplied by (b) the $8.85 per share merger consideration, without interest.
As a result of the merger, the Company’s
common stock will cease to trade on the NASDAQ Global Select Market (“NASDAQ”) and NASDAQ will file an application
on Form 25 with the SEC to report that the Company’s common stock is no longer listed on NASDAQ. The Company expects to file
a Certificate and Notice of Termination of Registration on Form 15 with the SEC in order to deregister the Company common
stock under Section 12 of the Exchange Act and suspend the Company’s reporting obligations under Sections 13(a) and 15(d)
of the Exchange Act as soon as practicable.
Item 16. Exhibits.
Exhibit
Number
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Description
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(a)(1)
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Not
applicable
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(a)(2)(i)
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Definitive
Proxy Statement of The Edelman Financial Group Inc., incorporated by reference to the Schedule 14A filed with the Securities
and Exchange Commission on August 10, 2012 (the “Proxy Statement”)
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(a)(2)(ii)
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Form
of Proxy Card, incorporated herein by reference to the Proxy Statement
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(a)(2)(iii)
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Letter to Shareholders, incorporated herein by reference to the Proxy Statement
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(a)(2)(iv)
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Notice of Special Meeting of Shareholders, incorporated herein by reference to the Proxy Statement
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(a)(2)(v)
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Press
Release by The Edelman Financial Group Inc. dated April 16, 2012, incorporated by reference to the Current Report on Form
8-K filed by the Company with the Securities and Exchange Commission on April 16, 2012
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(a)(2)(vi)
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Internal
Employee Announcement dated April 16, 2012, incorporated by reference to the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission on April 16, 2012
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(a)(2)(vii)
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Employee
FAQ, incorporated by reference to the Current Report on Form 8-K filed by The Edelman Financial Group Inc. with the Securities
and Exchange Commission on April 16, 2012
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(a)(2)(viii)
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Current
Report on Form 8-K filed by The Edelman Financial Group Inc. with the Securities and Exchange Commission on April 16, 2012,
incorporated by reference
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(a)(3)
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Not
applicable
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(a)(4)
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Not
applicable
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(a)(5)
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None
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(b)(1)
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Financing
Commitment dated April 16, 2012 by and between Summer Holdings II, Inc. and Fortress Credit Co LLC*
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(b)(2)
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$46.4
Million Senior Subordinated Note Purchase Facility Commitment Letter dated April 16, 2012 by and between Summer Holdings II,
Inc. and Ares Mezzanine Partners, L.P.*
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(b)(3)
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Sale
of
Interests
by
SMH
SPEADV
LLC
in
Retiring
Partner
Agreement
Commitment Letter by and between Summer Holdings II,
Inc. and Fortress Credit Corp.*
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(c)(1)
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Opinion
of Stephens Inc. dated April 13, 2012, incorporated herein by reference to Annex B of the Proxy Statement
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(c)(2)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated November 21, 2011*
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(c)(3)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated January 25, 2012*
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(c)(4)
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Presentation
of Stephens Inc. to the Special Committee, dated April 13, 2012*
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(c)(5)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated November 14, 2011**
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(c)(6)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated December 14, 2011**
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(c)(7)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated December 20, 2011**
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(c)(8)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated January 18, 2012
**
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(c)(9)
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Preliminary
Discussion Materials of Stephens Inc. to the Special Committee, dated March 20, 2012**
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(d)(1)
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Agreement
and Plan of Merger among The Edelman Financial Group Inc., Summer Holdings II, Inc. and Summer Merger Sub, Inc., dated April
16, 2012, incorporated herein by reference to Annex A of the Proxy Statement
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(d)(2)
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Limited
Guarantee dated April 16, 2012 by and among LEP Summer Holdings, LLC, Lee Equity Partners Fund, L.P., Lee Equity Strategic
Partners Fund, L.P., Lee Equity Strategic Partners Fund (Offshore), L.P. and The Edelman Financial Group Inc.*
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(d)(3)
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Equity
Commitment Letter dated April 16, 2012 by and among LEP Summer Holdings, LLC, Lee Equity Partners Fund, L.P., Lee Equity Strategic
Partners Fund, L.P., Lee Equity Strategic Partners Fund (Offshore), L.P. and Summer Holdings II, Inc.*
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(d)(4)
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Voting
Agreement, dated as of April 16, 2012, among George L. Ball, Ben T. Morris, Don A. Sanders, the 2003 Sanders Children’s
Trust, the 1998 Sanders Children’s Trust and Summer Holdings II, Inc., incorporated by reference to the Current Report
on Form 8-K filed by the Company with the Securities and Exchange Commission on April 16, 2012
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(d)(5)
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Voting
Agreement, dated as of April 16, 2012, among Fredric M. Edelman, The Edelman Financial Center, Inc. and Summer Holdings
II, Inc., incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on April 16, 2012
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(d)(6)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and George L. Ball*
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(d)(7)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC, Don A. Sanders and the 2003 Sanders Children’s
Trust*
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(d)(8)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Ben T. Morris*
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(d)(9)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Bruce R. McMaken*
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(d)(10)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC, Fredric M. Edelman and The Edelman Financial
Center, Inc.*
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(d)(11)
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Contribution
Agreement dated April 16, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Edward P. Moore*
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(d)(13)
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Contribution
Agreement dated April 23, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Joseph Bottazzi, II*
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(d)(14)
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Contribution
Agreement dated April 23, 2012 by and among Lee Summer, LP, Lee Summer GP, LLC and Lesley V. Roberts*
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(d)(15)
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Employment
Agreement dated April 16, 2012 by and between Fredric M. Edelman, Lee Summer, LP and The Edelman Financial Center, LLC*
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(d)(16)
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Employment
Agreement dated April 23, 2012 by and between George L. Ball and Sanders Morris Harris Inc.*
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(d)(17)
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Employment
Agreement dated April 23, 2012 by and between Bruce R. McMaken and Sanders Morris Harris Inc.*
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(d)(18)
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Employment
Agreement dated April 23, 2012 by and between Rick Berry and Sanders Morris Harris Inc.*
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(d)(19)
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Employment
Agreement dated April 23, 2012 by and between Ed Moore with Edelman Financial Services, LLC*
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(d)(20)
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Employment
Agreement dated April 23, 2012 by and between Joseph Bottazzi, II and Edelman Financial Services, LLC*
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(d)(21)
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Employment
Agreement dated April 23, 2012 by and between Lesley Roberts with Edelman Financial Services, LLC*
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(d)(22)
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Management
Grant Agreement dated April 16, 2012 by and between Lee Summer, LP and Fredric M. Edelman*
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(d)(23)
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Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Lesley V. Roberts*
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(d)(24)
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Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Rick Berry*
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(d)(25)
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Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Joseph Bottazzi, II*
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(d)(26)
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Management Grant Agreement dated as of April 23, 2012
by and between Lee Summer, LP and
George Ball*
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(d)(27)
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Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Ed Moore*
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(d)(28)
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Management
Grant Agreement dated as of April 23, 2012 by and between Lee Summer, LP and Bruce McMaken*
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(d)(29)
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Letter
dated April 16, 2012 by and among The Edelman Financial Center, Inc., Fredric M. Edelman, Edward P. Moore and The Edelman
Financial Group Inc.*
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(d)(30)
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Letter
dated April 12, 2012 by and between Gerardo A. Chapa, Robert C.A. Benjamin, Ricardo Perusquia and The Edelman Financial Group
Inc.*
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(d)(31)
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Lee
Summer, LP Management Incentive Plan adopted as of April 16, 2012*
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(f)
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Chapter
10, Subchapter H of the Texas Business Organizations Code, incorporated herein by reference to Annex C of the Proxy Statement
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(g)
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None
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*
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Previously filed on May 17, 2012
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**
|
|
Previously filed on July 6, 2012
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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.
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The Edelman Financial Group Inc.
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Date: September 20, 2012
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By:
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/s/ John T. Unger
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|
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John T. Unger
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|
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Senior Vice President and General Counsel
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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.
Date: September 20, 2012
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By:
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/s/ Joseph B. Rotberg
|
|
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Joseph B. Rotberg
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|
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Treasurer and Secretary
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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.
Date: September 20, 2012
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By:
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/s/ Joseph B. Rotberg
|
|
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Joseph B. Rotberg
|
|
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Treasurer and Secretary
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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.
Date: September 20, 2012
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By:
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/s/ Joseph B. Rotberg
|
|
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Joseph B. Rotberg
|
|
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Chief Financial Officer
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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.
Date: September 20, 2012
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/s/ Thomas H. Lee
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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.
Date: September 20, 2012
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/s/ George L. Ball
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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.
Date: September 20, 2012
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/s/ Fredric M. Edelman
|
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.
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The Edelman Financial Center,
Inc.
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Date: September 20, 2012
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By:
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/s/ Fredric M. Edelman
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|
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Fredric M. Edelman
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|
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Chief Executive Officer
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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.
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THE EDELMAN FINANCIAL CENTER, LLC
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|
|
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Date: September 20, 2012
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By:
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/s/ Edward P. Moore
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|
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Edward P. Moore
|
|
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President
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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.
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EDELMAN FINANCIAL SERVICES, LLC
|
|
|
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Date: September 20, 2012
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By:
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/s/ Fredric M. Edelman
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|
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Fredric M. Edelman
|
|
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Chief Executive Officer
|
|
|
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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.
Date: September 20, 2012
|
/s/ Joseph Bottazzi,
II
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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.
Date: September 20, 2012
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/s/ Bruce R. McMaken
|
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.
Date: September 20, 2012
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/s/ Edward P. Moore
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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.
Date: September 20, 2012
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/s/ Ben T. Morris
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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.
Date: September 20, 2012
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/s/ Lesley V. Roberts
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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.
Date: September 20, 2012
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/s/ Don A. Sanders
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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.
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the 2003 Sanders Children’s
Trust
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Date: September 20, 2012
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By:
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/s/ Don Weir
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Don Weir
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|
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Trustee
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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.
Date: September 20, 2012
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/s/ Rick Berry
|
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.
Date: September 20, 2012
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/s/ Domenico Conti
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