UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Global Traffic Network, Inc.
Name of Subject Company (issuer)
GTCR Gridlock
Acquisition Sub, Inc.
GTCR Gridlock Holdings (Cayman), L.P.
GTCR Gridlock Holdings, Inc.
GTCR Gridlock Partners, Ltd.
GTCR Fund X/A AIV LP
GTCR Fund X/C AIV LP
GTCR Investment X AIV Ltd.
Global Traffic Network, Inc.
William L. Yde III
(Names of Filing Persons)
Common Stock, $.001 Par Value Per Share
(Title of Class of Securities)
37947B103
(CUSIP Number of Class of Securities)
Christian B. McGrath
GTCR Gridlock Holdings (Cayman), L.P.
300 N. LaSalle Street, Suite 5600
Chicago, Illinois
(312) 382-2200
(Name, address, and telephone numbers of person
authorized to receive notices and communications on behalf of filing persons)
With copies
to:
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Thomas C. Janson
David Schwartz
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 530-5000
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William L. Yde III
Global Traffic Network, Inc.
880 Third Avenue, 6th Floor
New York, NY 10022
(212) 896-1255
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Edward Sonnenschein
Bradley C. Faris
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
(212) 906-1200
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This statement is filed in connection with (check the appropriate box):
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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b.
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if
the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
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Check the following box if the filing is a final amendment reporting the results of the transaction:
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Calculation of Filing Fee
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TRANSACTION VALUATION*
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AMOUNT OF FILING FEE**
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$283,276,196.00
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$32,888.37
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*
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Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 20,234,014 shares of common stock, par value $.001 per share, of
Global Traffic Network, Inc. at a purchase price of $14.00 per share. Such number of shares consists of (i) 19,060,350 shares of common stock issued and outstanding as of July 22, 2011, and (ii) 1,173,664 shares of common stock that
are expected to be issuable before the expiration of the Offer under options and other rights to acquire shares of common stock.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the Exchange Act), equals
0.00011610 of the transaction valuation.
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x
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Check 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: $32,888.37
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Filing Party: GTCR Gridlock Acquisition Sub, Inc.
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Form or Registration No.: Schedule TO
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Date Filed: August 9, 2011
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
BACKGROUND
This Amendment No. 4 (this Amendment) amends and supplements the Transaction Statement on Schedule 13E-3 originally filed with the Securities and Exchange Commission (the SEC)
on August 9, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on August 25, 2011, Amendment No. 2 thereto, filed with the SEC on September 6, 2011, and Amendment No. 3 thereto, filed with the SEC on
September 14, 2011 (as so amended, the Schedule 13E-3), in each case by (a) GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation (the Purchaser), (b) GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands
exempted limited partnership (Parent), (c) GTCR Gridlock Holdings, Inc., a Delaware corporation (U.S. Parent), (d) GTCR Gridlock Partners, Ltd., a Cayman Islands limited company (Gridlock Partners),
(e) GTCR Fund X/A AIV LP, a Cayman Islands exempted limited partnership (Fund X/A AIV), (f) GTCR Fund X/C AIV LP, a Cayman Islands exempted limited partnership (Fund X/C AIV), (g) GTCR Investment X AIV Ltd., a
Cayman Islands limited company (GTCR and, together with the Purchaser, Parent, U.S. Parent, Gridlock Partners, Fund X/A AIV and Fund X/C AIV, the Purchaser Group), (h) William L. Yde III (the Chairman) and
(i) Global Traffic Network, Inc., a Nevada corporation (Global and, together with the Purchaser Group and the Chairman, the Filing Persons). This Transaction Statement relates to the tender offer by the Purchaser to
purchase all of the issued and outstanding shares of common stock, par value $.001 per share (the Shares), of Global at a purchase price of $14.00 per Share, payable net to the seller in cash, without interest and less applicable
withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 9, 2011 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal
(as may be amended or supplemented from time to time, the Letter of Transmittal) (which, as amended or supplemented from time to time, together constitute the Offer). Capitalized terms used and not otherwise defined in this
Amendment shall have the meanings assigned to such terms in the Schedule 13E-3.
Amendments to the Schedule 13E-3
The Schedule 13E-3 is hereby amended and supplemented as follows.
Item 15.
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Additional Information
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Item 15 of
this Schedule 13E-3, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
The information set forth in the Offer to Purchase under the caption The OfferSection 12. Certain Legal MattersRegulatory Approvals is hereby amended by adding the following
paragraph after the final paragraph under such caption on page 73 of the Offer to Purchase:
On
September 19, 2011, Parent was advised that, after completion of the Foreign Investment Review Boards review of the proposed acquisition under Australias Foreign Acquisitions and Takeovers Act of 1975 and Australias Foreign
Investment Policy, the Treasurer of Australia does not object to the proposed acquisition. As a result, the Governmental Approvals Condition to the Offer has been satisfied.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.
Dated: September 21, 2011
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GTCR GRIDLOCK ACQUISITION SUB, INC.
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Vice President and Secretary
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GTCR GRIDLOCK HOLDINGS (CAYMAN) L.P.
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By:
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GTCR Gridlock Partners, Ltd.
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Its:
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General Partner
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Vice President and Secretary
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GTCR GRIDLOCK HOLDINGS, INC.
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Vice President and Secretary
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GTCR GRIDLOCK PARTNERS, LTD.
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Vice President and Secretary
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GTCR FUND X/A AIV LP
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By:
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GTCR Partners X/A&C AIV LP
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Its:
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General Partner
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By:
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GTCR Investment X AIV Ltd.
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Its:
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General Partner
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Appointed Officer
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GTCR FUND X/C AIV LP
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By:
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GTCR Partners X/A&C AIV Ltd.
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Its:
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General Partner
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By:
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GTCR Investment X AIV Ltd.
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Its:
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General Partner
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Appointed Officer
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GTCR INVESTMENT X AIV LTD.
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By:
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/s/ Christian B. McGrath
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Name:
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Christian B. McGrath
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Title:
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Appointed Officer
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GLOBAL TRAFFIC NETWORK, INC.
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By:
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/s/ Scott E. Cody
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Name:
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Scott E. Cody
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Title:
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Chief Operating Officer, Chief Financial Officer and Treasurer
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WILLIAM L. YDE III
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By:
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/s/ William L. Yde III
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Name:
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William L. Yde III
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6
Global Traffic Network (NASDAQ:GNET)
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