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. 6
RPX
CORPORATION
(Name of Subject Company (Issuer))
RIPTIDE PARENT, LLC
RIPTIDE PURCHASER, INC.
(Name of Filing Persons (Offerors))
HGGC FUND II, L.P.
HGGC
FUND
II-A,
L.P.
HGGC FUND
II-B,
L.P.
HGGC FUND
II-C,
L.P.
HGGC FUND
II-D,
L.P.
HGGC ASSOCIATES II, L.P.
HGGC AFFILIATE INVESTORS II, L.P.
HGGC FUND III, L.P.
HGGC
FUND
III-A,
L.P.
HGGC AFFILIATE INVESTORS III, L.P.
HGGC ASSOCIATES III, L.P.
(Name of Filing Persons (Others))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
74972G103
(CUSIP Number
of Class of Securities)
Jade Bollinger
Riptide
Parent, LLC
c/o HGGC, LLC
1950 University Avenue, Suite 350
Palo Alto, CA 94303
(650)
618-4984
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Joshua M. Zachariah
Joseph K. Halloum
Kirkland & Ellis LLP
555 California Street
San Francisco, CA 94104
(415)
439-1400
CALCULATION OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$554,185,996
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$68,996.16
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(1)
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Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 49,933,908 shares of voting common stock, par value $0.0001 per share, at an offer price of $10.50 per share. The
transaction value also includes (i) 320,065 shares issuable pursuant to outstanding stock option grants with a weighted average exercise price of less than $10.50 per share, which is calculated by (x) multiplying the number of shares underlying
such options at each exercise price therefor by an amount equal to $10.50 minus such exercise price and (y) dividing such product by the offer price of $10.50 per share, (ii) 2,578,825 Company Shares were issuable pursuant to outstanding
Company restricted stock units, multiplied by the offer price of $10.50 per share, and (iii) 165,198 shares issuable pursuant to outstanding Company performance stock units assuming achievement at target levels, multiplied by the offer price of
$10.50. The calculation of the filing fee is based on information provided by RPX Corporation as of the close of business on April 30, 2018.
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(2)
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The amount of the filing fee was calculated in accordance with Rule
0-11
of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2018, issued
August 24, 2017, by multiplying the transaction value by 0.0001245.
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☒
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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: $68,996.16
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Filing Party: HGGC Fund II, L.P.
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Form of Registration No.: Schedule TO
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Date Filed: May 21, 2018
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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☒
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Third-party tender offer subject to Rule
14d-1.
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☐
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Issuer tender offer subject to Rule
13e-4.
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☐
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Going-private transaction subject to Rule
13e-3.
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☐
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Amendment to Schedule 13D under Rule
13d-2.
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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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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment No. 6 (this
Amendment
) to the Tender Offer Statement on Schedule TO
(together with this Amendment and any other amendments and supplements thereto, the
Schedule TO
) is being filed by (i) Riptide Parent, LLC, a Delaware limited liability company (
Parent
), (ii) Riptide
Purchaser, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (
Purchaser
), (iii) HGGC Fund II, L.P., a Cayman Islands exempted limited partnership (
Fund II
), (iv) HGGC Fund
II-A,
L.P., a Cayman Islands exempted limited partnership (
Fund
II-A
), (v) HGGC Fund
II-B,
L.P., a Delaware limited
partnership (
Fund
II-B
), (vi) HGGC Fund
II-C,
L.P., a Delaware limited partnership (
Fund
II-C
), (vii) HGGC Fund
II-D,
L.P., a Delaware limited partnership (
Fund
II-D
), (viii) HGGC Affiliate
Investors II, L.P., a Cayman Islands exempted limited partnership (
Fund II Affiliate Investors
), (ix) HGGC Associates II, L.P., a Cayman Islands exempted limited partnership (
Fund II Associates
, and together
with Fund II, Fund
II-A,
Fund
II-B,
Fund
II-C,
Fund
II-D
and Fund II Affiliate Investors,
the
Fund II Investors
), (x) HGGC Fund III, L.P., a Cayman Islands exempted limited partnership (
Fund III
), (xi) HGGC Fund
III-A,
L.P., a Cayman Islands exempted limited
partnership (
Fund
III-A
), (xii) HGGC Affiliate Investors III, L.P., a Cayman Islands exempted limited partnership (
Fund III Affiliate Investors
), and (xiii) HGGC
Associates III, L.P., a Cayman Islands exempted limited partnership (
Fund III Associates
), and together with Fund III, Fund
III-A
and Fund III Affiliate Investors, the
Fund III
Investors
, and the Fund III Investors together with the Fund II Investors, the
Investors
. The Investors are each affiliates of Parent and Purchaser. The Schedule TO relates to the tender offer for all of the outstanding
shares of common stock, par value $0.0001 per share (the
Company Shares
) of RPX Corporation, a Delaware corporation (the
Company
), at a price of $10.50 per Company Share, net to the seller in cash, subject to
reduction for any applicable withholding taxes in respect thereof, without interest (the
Offer Price
), upon the terms and conditions set forth in the offer to purchase, dated May 21, 2018 (the
Offer to
Purchase
), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the
Letter of Transmittal
), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO,
which, together with any amendments or supplements, collectively constitute the
Offer
.
Except as otherwise indicated in this
Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 in the Schedule
TO, and is supplemented by the information specifically provided in this Amendment.
Items 1 through 9; Item 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on June 18th, 2018. The Depositary for the
Offer has indicated that as of the expiration of the Offer, a total of 34,330,652 Company Shares were validly tendered into and not validly withdrawn from the Offer (not including 910,497 Company Shares tendered pursuant to notices of guaranteed
delivery), representing approximately 68% of the outstanding Company Shares. The number of Company Shares validly tendered and not validly withdrawn pursuant to the Offer (excluding Company Shares tendered pursuant to guaranteed delivery procedures
that have not yet been received (within the meaning of Section 251(h)(6) of the DGCL) by the Depositary in the Offer), when added to the 1,594,500 Company Shares already owned by Parent, Purchaser or their respective affiliates
satisfies the Minimum Tender Condition. All Offer Conditions having been satisfied or waived, Purchaser has accepted for payment and is promptly paying for all Company Shares validly tendered into and not validly withdrawn from the Offer.
As a result of its acceptance of the Company Shares tendered in the Offer, Purchaser has acquired sufficient Company Shares so that the Merger
can close without the affirmative vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, Parent and Purchaser intend to effect the Merger as soon as practicable, with the Company surviving as a wholly owned
subsidiary of Parent, pursuant to Section 251(h) of the DGCL. In the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares held by Parent, Purchaser or the Company (as treasury
stock), any wholly owned subsidiary of Parent or the Company, or by any stockholder of the Company who is entitled to and properly demands and perfects appraisal of such Company Shares pursuant to, and complies in all respects with, the applicable
provisions of Delaware law) will convert automatically into the right to receive an amount in cash equal to the Offer Price. Following the Merger, all Company Shares will be cancelled and cease to exist and will be delisted from the NASDAQ and
deregistered under the Exchange Act.
The full text of the press release issued on June 19, 2018, announcing the expiration and results of
the Offer is attached as Exhibit (a)(5)(J) to Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on June 19, 2018 and is incorporated by reference herein.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
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Exhibit
No.
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Description
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(a)(5)(G)
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Joint Press Release issued by the Company and HGGC, LLC on June 19, 2018 (incorporated by reference to Exhibit (a)(5)(J) to Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on June
19, 2018).
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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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RIPTIDE PURCHASER, INC.
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By
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/s/ Jeremiah Jewkes
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Name:
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Jeremiah Jewkes
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Title:
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Vice President and Treasurer
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Date:
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June 19, 2018
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RIPTIDE PARENT, LLC
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By
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/s/ Jeremiah Jewkes
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Name:
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Jeremiah Jewkes
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Title:
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Vice President and Treasurer
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Date:
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June 19, 2018
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HGGC FUND II, L.P.,
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND
II-A,
L.P.,
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND
II-B,
L.P.,
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND
II-C,
L.P.,
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND
II-D,
L.P.,
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC AFFILIATE INVESTORS II, L.P.
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC ASSOCIATES II, L.P.
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By:
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HGGC Fund II GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund II GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND III, L.P.
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By:
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HGGC FUND III GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund III GP, L.P.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC FUND
III-A,
L.P.
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By:
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HGGC FUND III GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund III GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC AFFILIATE INVESTORS III, L.P.
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By:
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HGGC FUND III GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund III GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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HGGC ASSOCIATES III, L.P.
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By:
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HGGC FUND III GP, L.P.
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Its:
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General Partner
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By:
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HGGC Fund III GP, Ltd.
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Its:
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General Partner
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By:
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/s/ Richard F. Lawson, Jr.
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Name:
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Richard F. Lawson, Jr.
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Title:
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Director
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Date:
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June 19, 2018
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EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated May 21, 2018.*
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(a)(1)(B)
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Form of Letter of Transmittal.*
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery.*
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(a)(1)(D)
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Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(E)
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Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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(a)(1)(F)
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Summary Advertisement as published in the Wall Street Journal on May 21, 2018.*
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(a)(5)(A)
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Joint Press Release issued by the Company and HGGC, LLC on May 1, 2018 (incorporated by reference to Exhibit 99.1 to Current Report on
Form 8-K
of the Company filed with the
Securities and Exchange Commission on May 1, 2018).*
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(a)(5)(B)
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Joint Press Release issued by the Company and HGGC, LLC on May 21, 2018.*
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(a)(5)(C)
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Joint Press Release issued by the Company and HGGC, LLC on May 30, 2018.*
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(a)(5)(D)
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Complaint dated June 4, 2018 (Scarantino v. RPX Corporation, et al., Case No.
1:18-cv-00840
(D. Del.)) (incorporated by reference to Exhibit
(a)(5)(F) to the Schedule
14D-9/A
filed by the Company filed with the Securities and Exchange Commission on June 5, 2018).*
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(a)(5)(E)
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Class Action Complaint for Violations of the Federal Securities Laws dated June 7, 2018 (Carmean v. RPX Corporation, et al., Case No.
3:18-cv-03365
(N.D. Cal.)) (incorporated by reference to Exhibit (a)(5)(G) to the Schedule
14D-9/A
filed by the Company filed
with the Securities and Exchange Commission on June 8, 2018).*
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(a)(5)(F)
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Class Action Complaint for Violations of the Federal Securities Laws dated June 8, 2018 ((Barrington v. RPX Corporation, et al., Case No.
3:18-cv-03415
(N.D. Cal.)) (incorporated by reference to Exhibit (a)(5)(H) to the Schedule
14D-9/A
filed by the Company with the
Securities and Exchange Commission on June 11, 2018).*
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(a)(5)(G)
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Joint Press Release issued by the Company and HGGC, LLC on June 19, 2018 (incorporated by reference to Exhibit (a)(5)(J) to Schedule 14D-9/A filed by the Company with the Securities and Exchange Commission on June 19,
2018).
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(b)(1)
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Amended and Restated Debt Commitment Letter, dated May 18, 2018, from Jefferies Finance LLC to Riptide Purchaser, Inc.*
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(d)(1)
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Agreement and Plan of Merger, dated as of April 30, 2018, by and among RPX Corporation, Riptide Purchaser, Inc. and Riptide Parent, LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form
8-K
filed by the Company with the Securities and Exchange Commission on May 1, 2018).*
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(d)(2)
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Confidentiality Agreement, dated January 9, 2018, between RPX Corporation and HGGC, LLC.*
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(d)(3)
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Exclusivity Agreement Letter, dated April 26, 2018, from HGGC, LLC to RPX Corporation. *
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(d)(4)
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Limited Guarantee, dated as of April 30, 2018, by each of the Fund II Investors in favor of RPX Corporation.*
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(d)(5)
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Equity Commitment Letter, dated as of April 30, 2018, from each of the Fund II Investors to Riptide Parent, LLC.*
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(g)
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None.
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(h)
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None.
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Rpx Corp. (delisted) (NASDAQ:RPXC)
過去 株価チャート
から 8 2024 まで 9 2024
Rpx Corp. (delisted) (NASDAQ:RPXC)
過去 株価チャート
から 9 2023 まで 9 2024