ENOC Enernoc, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

ENERNOC, INC.

(Name of Subject Company (Issuer))

PINE MERGER SUB, INC.

a wholly owned subsidiary of

ENEL GREEN POWER NORTH AMERICA, INC.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

292764107

(CUSIP Number of Class of Securities)

Megan J. Beauregard

General Counsel, Secretary and AVP Legal and Corporate Affairs

Enel Green Power North America, Inc.

100 Brickstone Square, Ste 300

Andover, MA 01810

United States

(978) 296-6822

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

Lance T. Brasher

Pankaj K. Sinha

Skadden, Arps, Slate, Meagher & Flom LLP

1440 New York Ave., N.W.

Washington, DC 20005

(202) 371-7000

CALCULATION OF FILING FEE

 

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

 

 

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:

 

 

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This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed by Enel Green Power North America, Inc., a Delaware corporation (“EGPNA”), and Pine Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of EGPNA (the “Purchaser”), with the U.S. Securities and Exchange Commission on July 10, 2017 (together with any amendments or supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, $0.001 par value per share (“Shares”), of EnerNOC, Inc., a Delaware corporation (“EnerNOC” or the “Company”),  at a price of $7.67 per Share, net to the holder in cash (less any required withholding taxes and without interest), subject to the terms and the conditions described in the Offer to Purchase dated July 10, 2017 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the “Offer”), which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Amendment No. 2 is being filed by EGPNA and the Purchaser.

This Amendment No. 2 is the final amendment to the Schedule TO and, in accordance with Instruction H of the General Instructions to Schedule TO, constitutes EGPNA’s and the Purchaser’s disclosure under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shares the Purchaser acquired in the Offer.

Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to items amended by this Amendment No. 2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below.

“At one minute after 11:59 p.m., New York City time, at the end of the day on August 4, 2017 (the “Expiration Time”), the Offer expired as scheduled and was not extended. American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the “Depositary”) advised EGPNA and the Purchaser that, as of the Expiration Time, a total of 22,207,831 Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were delivered but the Shares represented thereby were not yet delivered) had been validly tendered into and not properly withdrawn pursuant to the Offer, representing approximately 70.8% of the outstanding Shares as of the Expiration Time. Additionally, the Depositary advised EGPNA and the Purchaser that Notices of Guaranteed Delivery had been delivered with respect to an additional 239,928 Shares, representing approximately 0.8% of the outstanding Shares as of the Expiration Time.

The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Condition. All conditions to the Offer having been satisfied or waived, the Purchaser accepted for payment all Shares validly tendered into and not properly withdrawn from the Offer, and payment for the Shares will be made promptly in accordance with the terms of the Offer.

On August 7, 2017, EGPNA completed its acquisition of EnerNOC pursuant to the terms of the Merger Agreement. Purchaser merged with and into EnerNOC in accordance with Section 251(h) of the DGCL, with EnerNOC continuing as the surviving corporation and an indirect wholly owned subsidiary of EGPNA.  In the Merger, each Share not tendered and accepted for payment in the Offer (other than Shares held by EGPNA, Purchaser, EnerNOC or any of their respective subsidiaries or Shares held by stockholders who perfect their appraisal rights under Delaware law) was converted into the right to receive an amount in cash equal to the Offer Price, payable, without interest, to the holder of such Share, upon surrender of the certificates or book-entry shares in accordance with the Merger Agreement. As a result of the Merger, EnerNOC became a direct wholly owned subsidiary of EGPNA.”

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.

Dated: August 7, 2017

 

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