Written Communication Relating to an Issuer or Third Party (sc To-c)
14 Marzo 2016 - 2:46PM
Edgar (US Regulatory)
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
The Fresh
Market, Inc.
(Name of Subject Company (Issuer))
Pomegranate Merger Sub, Inc.
(Name of Filing Persons (Offeror))
a wholly-owned subsidiary of
Pomegranate Holdings, Inc.
(Name of Filing Persons (Parent of Offeror))
Apollo Management VIII, L.P.
(Name of Filing Persons (Other Person))
Common Stock,
$0.01 par value
(Title of Class of Securities)
35804H106
(CUSIP Number
of Class of Securities)
Pomegranate Merger Sub, Inc.
c/o Apollo Management VIII, L.P.
9 West 57th Street, 43rd Floor
New York, New York 10019
Attention: John J. Suydam
Telephone: (212) 515-3200
(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Howard Kenny
Robert G.
Robison
Morgan, Lewis & Bockius LLP
101 Park Avenue
New
York, New York 10178
(212) 309-6000
CALCULATION
OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee* |
Not
Applicable |
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Not Applicable |
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* |
A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer. |
¨ |
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. |
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Amount Previously Paid: Not applicable |
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Filing Party: Not applicable |
Form or Registration No.: Not applicable |
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Date Filed: Not applicable |
x |
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:
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x |
third-party tender offer subject to Rule 14d-1. |
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¨ |
issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
The pre-commencement communication filed under cover of this Schedule TO relates to a
planned tender offer by Pomegranate Merger Sub, Inc., a Delaware corporation (the Offeror), for all of the issued and outstanding shares of common stock, $0.01 par value per share (the Common Stock), of The Fresh Market, Inc.
(the Company), pursuant to an Agreement and Plan of Merger, dated as of March 11, 2016, by and among the Offeror, Pomegranate Holdings, Inc. (Parent) and the Company. This Schedule TO is being filed on behalf of the
Offeror, Parent and Apollo Management VIII, L.P., a Delaware limited partnership (Management VIII). Offeror is a wholly-owned subsidiary of Parent, and Parent is controlled by certain equity funds managed by Management VIII.
The tender offer for the purchase of the issued and outstanding shares of the Companys Common Stock described in this document has not
yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that the Offeror will file with the U.S. Securities Exchange Commission (the
SEC) upon commencement of the tender offer. At the time the tender offer is commenced, the Offeror will file tender offer materials on Schedule TO, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule
14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN
IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF COMPANY COMMON STOCK SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all
holders of Common Stock of the Company at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) will be made available for free at the SECs website at
www.sec.gov or by directing a request to the Information Agent for the tender offer who will be named by the Offeror in the tender offer materials.
EXHIBIT INDEX
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EXHIBIT NO. |
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99.1 |
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Joint Press Release, dated March 14, 2016 (incorporated by reference to Exhibit 99.1 to The Fresh Market, Inc.s Form 8-K, filed on March 14, 2016). |
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