SBP Santander Bancorp (Holding CO)

 

 

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. 1)

 

 

SANTANDER BANCORP

(Name of Subject Company (Issuer))

 

 

ADMINISTRACION DE BANCOS LATINOAMERICANOS SANTANDER, S.L.

(Offeror)

an indirect wholly owned subsidiary of

BANCO SANTANDER, S.A.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer and other person))

 

 

Common Stock, Par Value $2.50 Per Share

(Title of Class of Securities)

802809103

(Cusip Number of Class of Securities)

 

 

Juan Andrés Yanés

Banco Santander, S.A.

45 East 53 ^rd Street

New York, New York 10022

(212) 350-3481

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

 

Nicholas A. Kronfeld Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Telecopy: (212) 450-3800		Javier D. Ferrer Manuel Rodríguez Boissén Pietrantoni Mendez & Alvarez LLP Popular Center 19th Floor 209 Muñoz Rivera Avenue San Juan, PR 00918 (787) 274-1212 Telecopy: (787) 274-1470

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount of Filing Fee**
$55,807,650.54		$3,979.09

(*)

Estimated for purposes of calculating the filing fee only. Calculated by adding the product of (A) 4,397,766 which is the difference between 46,639,104, the number of shares (“Shares”) of common stock of Santander BanCorp outstanding as of March 31, 2010, and 42,241,338, the number of Shares beneficially owned by Administración de Bancos Latinoamericanos Santander, S.L. and (B) $12.69, which is the per Share tender offer price. The number of outstanding Shares is contained in Santander BanCorp’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010.

(**)	The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory # 4 for Fiscal Year 2010 issued by the Securities and Exchange Commission on December 17, 2009, by multiplying the transaction valuation by 0.00007130.

 

x	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.

 

Amount Previously Paid:		$3,979.09		Filing Party:		Administración de Bancos Latinoamericanos Santander, S.L. /Banco Santander, S.A.
Form or Registration No.:		Schedule TO–T		Date Filed:		June 24, 2010

 

¨	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:

 

x	third-party tender offer subject to Rule 14d-1

 

¨	issuer tender offer subject to Rule 13e-4

 

x	going-private transaction subject to Rule 13e-3

 

¨	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. ¨

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This Amendment No. 1 amends and supplements the Tender Offer Statement and Rule 13E-3 Transaction Statement originally filed under cover of Schedule TO on June 24, 2010 (the “ Schedule TO ”). The Schedule TO relates to the offer by Administración de Bancos Latinoamericanos Santander, S.L., organized under the laws of the Kingdom of Spain and an indirect wholly owned subsidiary of Banco Santander, S.A., organized under the laws of the Kingdom of Spain, to purchase all outstanding shares of common stock, par value $2.50 per share (the “ Shares ”), of Santander BanCorp, a Commonwealth of Puerto Rico corporation (the “ Company ”), not owned by Administración de Bancos Latinoamericanos Santander, S.L. at $12.69 per Share, net to the seller in cash, without interest and less applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 24, 2010 (the “ Offer to Purchase ”), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”).

All capitalized terms used in this Amendment No. 1 without definition have the meanings ascribed to them in the Schedule TO.

The items of the Schedule TO set forth below are hereby amended and supplemented as follows:

Items 1 through 9, 11 and 13.

(1) On page 20 of the Offer to Purchase, under “Fairness of the Transactions – Our Position as to the Fairness of the Transactions”:

(a) The first paragraph (beginning with “Because the members of …”) is replaced with the following paragraph:

“Because the members of the Santander Group are “affiliates” of the Company within the meaning of Rule 13e-3 under the Exchange Act, we are expressing our belief as to the substantive and procedural fairness of the Offer and the subsequent Merger to the Public Stockholders.”

(b) The following paragraph is added, immediately following the fourth paragraph (beginning with “On December 14, 2009…”):

“On December 14, 2009, the Company’s board of directors adopted a resolution creating a special committee (the “Special Committee”) of the Company’s independent directors composed of Mr. Victor Arbulu, Mr. Roberto Valentin and Mr. Stephen Ferriss, in order to evaluate and provide a position on the proposed Offer at the Original Offer Price. On December 21, 2009, the Special Committee resolved to take no view with respect to the proposed Offer at the Original Offer Price.”

(c) The following replaces the second sentence of the sixth paragraph (beginning with “On June 21, 2010, Sandler O’Neill…”):

“Sandler O’Neill’s draft presentation delivered on June 18, 2010 and Sandler O’Neill’s presentation delivered on June 21, 2010 are essentially the same except for minor differences in certain figures, such as market capitalization and price to earnings ratio, due to one day’s changes in the stock prices of the Company and its competitors. Management of the Parent concluded, on the basis of the presentation and opinion delivered on June 21, 2010, that the $12.69 per share purchase price proposed to be paid to the Public Stockholders of the Company was fair.”

(d) The following paragraph is added at the end of the subsection, immediately prior to the header “Factors Considered in Determining Fairness”:

“The Company’s formal response will be made in the Schedule 14D-9, which will be filed with the Commission within 10 business days of this Offer to Purchase and provided to the Company’s stockholders.”

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(2) In the Offer to Purchase, under “Fairness of the Transactions – Factors Considered in Determining Fairness”:

(a) On page 21, in the second bullet point (captioned “We commissioned a financial analysis of the fairness of the Offer and the subsequent Merger”), the words “and adopted” are deleted from the first sentence.

(b) On page 21, in the second bullet point (captioned “We commissioned a financial analysis of the fairness of the Offer and the subsequent Merger”), the following sentence is added immediately following the second sentence (beginning with “This financial analysis…”):

“We adopted the financial analysis of Sandler O’Neill, among other factors we considered, in reaching our determination regarding the fairness of the Offer and the subsequent Merger.”

(c) On page 22, in the first bullet point (captioned “Fairness Opinion of Sandler O’Neill”), the following sentence is added immediately following the first sentence (beginning with “As described in…”):

“We adopted the fairness opinion of Sandler O’Neill, among other factors we considered, in reaching our determination regarding the fairness of the Offer and the subsequent Merger.”

(3) In the Offer to Purchase, under “Reports, Opinions, Appraisals and Negotiations”:

(a) Beginning on page 25, all text and tables under the header “Precedent Buy-In Transactions” until the header “Recent Stock Performance” is replaced with the following:

“Sandler O’Neill analyzed the premiums paid in the following three categories of precedent buy-in transactions:

(1) United States (based on the target company’s country of domicile) buy-in transactions since 2000 with a deal value between $5 million and $500 million with between 10% and 25% of the shares acquired and a resultant ownership of 100%;

(2) United States (based on the target company’s country of domicile) buy-in transactions since 200 with a deal value between $5 million and $500 million with 10% or less of the shares acquired and resultant ownership of 100%; and

(3) European (based on the target country’s country of domicile) buy-in transactions since 2007 with a deal value between $5 million and $500 million with 10% or less of the shares acquired and resultant ownership of 100%.

The tables below summarize the precedent “buy in” transactions analyzed by Sandler O’Neill:

10% and Less Acquired ¹

 

U.S. Transactions
Date Announced		Acquiror Name		Target Name				Value of Transaction ($mm)		% of Shares Acquired		% of Shares Owned Post Transaction		Premium 4 Weeks Prior to Ann. Date
11/16/07		ACE Hi Merger Corp		Atlantic Coast Ent Hldg Inc				12.3		5.9		100.0		21.1
10/07/07		SAP AG		Business Objects SA				277.7		4.7		100.0		35.1
04/20/06		PX Holding Corp		Panavision Inc				12.4		3.7		100.0		112.5
04/07/03		Computer Network Technology		INRANGE Technologies Corp				17.1		9.0		100.0		22.9
08/14/02		First Banks Inc		First Banks America Inc,TX				26.2		6.2		100.0		1.1
02/04/02		Kinross Gold Corp		Kinam Gold Corp				14.3		1.3		100.0		75.8
01/31/00		Thermo Instrument Systems Inc		Thermo Optek Corp				51.8		10.0		100.0		41.2
						High		277.7		10.0		100.0		112.5
						Low		12.3		1.3		100.0		1.1
						Mean		58.8		5.8		100.0		44.2
						Median		17.1		5.9		100.0		35.1
						Santander BanCorp 4-Week Premium at $12.69								11.4

 

1	U.S. Transactions are all buy-in transactions in the U.S. since 2000 with a deal value between $5 million and $500 million with 10% or less of shares acquired in transaction and resultant ownership of 100%; European Transaction are those since 2007. Source: SDC

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European Transactions
Date Announced		Acquiror Name		Target Name				Value of Transaction ($mm)		% of Shares Acquired		% of Shares Owned Post Transaction		Premium 4 Weeks Prior to Ann. Date
02/09/09		Ergo Italia SpA		Ergo Previdenza SpA				37.6		6.8		100.0		(1.1	)
12/02/08		Allia Holding GmbH		Keramag Keramische Werke AG				18.1		4.5		100.0		0.6
09/25/08		Banco Popular Espanol SA		Banco de Galicia SA				49.8		6.5		100.0		33.2
09/25/08		Banco Popular Espanol SA		Banco de Castilla SA				44.4		4.8		100.0		28.8
09/25/08		Banco Popular Espanol SA		Banco de Vasconia SA				18.1		3.2		100.0		22.2
07/30/08		Gas Natural SDG SA		Union Fenosa SA				420.4		4.8		100.0		(37.1	)
11/21/07		Gecina SA		Societe des Immeubles				21.1		0.7		100.0		(0.4	)
10/22/07		SCOR		Scor Holding (Switzerland) Ltd				54.0		2.0		100.0		(12.4	)
08/01/07		TNK-British Petroleum		Orenburgneft				123.1		3.0		100.0		9.0
03/21/07		Commerzbank Inlandsbanken		Eurohypo AG				230.1		2.0		100.0		(4.4	)
03/01/07		Mastercroft Ltd		NTMK				160.9		5.0		100.0		16.3
						High		420.4		6.8		100.0		33.2
						Low		18.1		0.7		100.0		(37.1	)
						Mean		107.0		3.9		100.0		5.0
						Median		49.8		4.5		100.0		0.6
				Santander BanCorp 4-Week Premium at $12.69										11.4

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10-25% Acquired ²

 

Date Announced		Acquiror Name		Target Name		Value of Transaction ($mm)		% of Shares Acquired		% of Shares Owned Post Transaction		Premium 4 Weeks Prior to Ann. Date
03/23/09		Cox Enterprises Inc		Cox Radio Inc		82.4		21.6		100.0		(5.1	)
03/18/09		American Software Inc		Logility Inc		10.8		12.0		100.0		51.8
12/20/07		Yamana Gold Inc		Meridian Gold Inc		357.6		10.7		100.0		(7.6	)
05/25/07		Samson Investment Co		PYR Energy Corp		10.9		25.0		100.0		2.4
05/18/07		KLA-Tencor Corp		Therma-Wave Inc		7.3		11.8		100.0		6.5
02/26/07		ROG Acquisition Inc		Refac Optical Group		11.0		10.3		100.0		53.5
02/22/07		American Financial Group Inc		Great American Finl Res Inc		244.6		24.4		100.0		12.5
08/23/06		CP Newco Inc		Case Pomeroy & Co Inc		73.5		14.0		100.0		8.8
04/13/06		TAS Holdings Inc		TIMCO Aviation Services		10.0		10.8		100.0		(1.2	)
03/21/06		Erie Indemnity Co		Erie Family Life Insurance Co		75.3		24.9		100.0		20.8
03/03/05		Vishay Intertechnology Inc		Siliconix Inc		196.6		19.6		100.0		9.7
01/27/05		Danisco A/S		Genencor International Inc		183.8		16.0		100.0		15.8
05/24/04		Westcorp,Irvine,CA		WFS Financial Inc		310.5		16.0		100.0		5.1
06/10/03		Martin Sosnoff		Atalanta/Sosnoff Capital Corp		23.5		20.9		100.0		9.4
06/02/03		ICN Pharmaceuticals Inc		Ribapharm Inc		187.3		20.4		100.0		50.2
04/01/03		Liberty Media Corp		Liberty Satellite & Tech Inc		20.4		13.0		100.0		25.7
07/26/02		Samuel J Heyman		International Specialty Prods		138.0		22.1		100.0		33.8
05/16/02		Citizens Communications Co		Electric Lightwave Inc		5.5		15.3		100.0		(10.3	)
03/18/02		ProAssurance Corp		Meemic Holdings Inc		35.4		18.8		100.0		36.1
03/04/02		IOS Brands Corp		FTD.COM INC		24.6		15.4		100.0		(57.0	)
11/07/01		UtiliCorp United Inc		Aquila Inc (Utilicorp United)		414.2		20.0		100.0		(16.1	)
10/12/01		Liberty Media Corp		Liberty Digital Inc		69.1		10.4		100.0		(28.2	)
10/10/01		Toronto-Dominion Bank		TD Waterhouse Group Inc		402.6		11.2		100.0		32.9
09/18/01		Seneca Investments LLC		Organic Inc		5.8		20.0		100.0		(17.5	)
05/23/01		Electronic Data Systems Corp		Unigraphics Solutions Inc		208.5		21.5		100.0		80.8
03/26/01		CSFB		CSFBdirect		110.4		18.0		100.0		73.9
10/17/00		Thermo Electron Corp		Trex Medical Corp (ThermoTrex)		16.1		23.0		100.0		(25.2	)
08/28/00		Investor Group		800-JR Cigar Inc		33.3		21.6		100.0		18.2
07/20/00		Kennametal Inc		JLK Direct Distribution Inc		36.5		17.0		100.0		68.7
03/14/00		Alcoa Inc		Howmet International Inc		349.3		18.9		100.0		14.3
01/31/00		Thermo Instrument Systems Inc		Metrika Systems Corp		14.2		21.7		100.0		46.9
01/31/00		Thermedics(Thermo Electron)		Thermo Sentron Inc(Thermedics)		30.7		19.5		100.0		6.9
01/31/00		Thermo Instrument Systems Inc		ONIX Systems Inc		23.1		18.8		100.0		38.5
01/31/00		Thermo Instrument Systems Inc		ThermoQuest Corp		96.9		14.6		100.0		61.9
01/31/00		Thermedics(Thermo Electron)		Thermedics Detection Inc		17.0		11.8		100.0		14.3
				High		414.2		25.0		100.0		80.8
				Low		5.5		10.3		100.0		(57.0	)
				Mean		109.6		17.5		100.0		18.0
				Median		36.5		18.8		100.0		14.3
				Santander BanCorp 4-Week Premium at $12.69								11.4

 

2	All buy-in transactions in the U.S. since 2000 with a deal value between $5 million and $500 million with 10-25% of shares acquired in transaction and resultant ownership of 100%. Source: SDC

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The tables below summarize the high, low, median and mean of the premiums paid as compared to the target’s stock price four weeks prior to the deal announcement in the three categories of precedent buy-in transactions. The premium of the consideration to be paid in the Offer as compared to the price of the Shares four weeks prior to June 18, 2010 was 11.4%.

 

Region		Percentage of Shares Acquired		High			Low			Median			Mean
United States since 2000		10% and less		112.5	%		1.1	%		35.1	%		44.2	%
Europe since 2007		10% and less		33.2	%		-37.1	%		0.6	%		5.0	%
United States since 2000		Between 10%-25%		80.8	%		-57.0	%		14.3	%		18.0	%

        Sandler O’Neill noted the premium to be paid in this transaction was higher than those paid in the European comparable transactions group presented above. The median and mean premiums paid for both categories of United States transactions since 2000 were higher than the premium to be paid in this transaction. Sandler O’Neill, in arriving at its fairness opinion, considered all relevant factors as a whole. In arriving at its fairness opinion, Sandler O’Neill gave significant consideration to the fact that the majority of the precedent transactions occurred prior to the recent material changes in the United States and Puerto Rican commercial banking markets, the difficulties faced in the United States and Puerto Rican economies in general and the significant reduction in the share price of each of the banks listed in the “—Comparable Companies Analysis” below.”

(b) On page 28, in the last paragraph under the header “Comparable Companies Analysis,” the following is added immediately following the last sentence (beginning with “The table below sets forth…”):

“In arriving at its fairness opinion, Sandler O’Neill put significant weight on the substantial changes in the commercial banking market in Puerto Rico occurring in April 2010. Three substantial Puerto Rican banks failed and Oriental Financial Group and Popular, Inc each acquired one of those banks in FDIC assisted transactions. Given the negative impact the broader economic conditions were having on the share prices of the Puerto Rican banks, Sandler O’Neill gave significant consideration to the premium paid in this transaction relative to the then-recent market prices of the comparable companies.”

(4) In the Offer to Purchase, under “Company Financial Projections”:

(a) On page 31, the last sentence of the third paragraph (beginning with “Beginning in May 2009…”) is replaced with the following:

“The 2009-10 Company Projections are included in Schedule D hereto and are summarized below:”

(b) On page 32, the following sentence is added immediately after the first sentence of the second paragraph (beginning with “On June 16, 2010…”):

“The Updated 2010 Year Company Projections are included in Schedule D hereto.”

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(5) In the Offer to Purchase, under “The Offer and the Merger”:

(a) On page 39, the sentence following the italicized caption “Prior Public Offerings” in “5. Subject Company Information” is replaced with the following:

“Neither we nor the Company has made an underwritten public offering of the Shares for cash during the past three years that was registered under the Securities Act of 1933 or exempt from registration thereunder pursuant to Regulation A.”

(b) On page 52, the sentence following the italicized caption “Agreements Involving the Subject Company’s Securities” in “8. Past Contacts, Transactions, Negotiations and Agreements” is replaced with the following:

“There are no agreements, arrangements or understandings, whether or not legally enforceable, between any of us or any of the persons on Schedule I hereto and any other person with respect to any securities of the Company.”

(6) The final sentence of the final paragraph beginning on page 58 of the Offer to Purchase and ending on page 59 of the Offer to Purchase (beginning with “Pursuant to the Settlement Stipulation…”) under “13. Certain Legal Matters; Regulatory Approvals” is replaced with the following:

“On June 24, 2010, the parties submitted the Settlement Stipulation to the Court for its review and preliminary approval. On June 28, 2010, following a conference with the parties to discuss the settlement, the Court entered an order preliminarily approving the settlement, preliminarily certifying a class of the Company’s stockholders for settlement purposes, and providing a schedule for notice to the Company’s stockholders. In addition, the Court set a hearing for October 18, 2010 at 2:00 p.m., at which the Court will consider the fairness, reasonableness, and adequacy of the settlement as well as objections, if any, to the settlement. A copy of the Court’s order, entered on June 28, 2010, has been filed as Exhibit (a)(5)(iii) hereto.”

(7) The first full sentence on page A-8 of Schedule A to the Offer to Purchase under “Stock Ownership” is replaced with the following:

“Neither the Parent nor any director or executive officer of the Parent beneficially owns any Shares (or rights to acquire Shares), except to the extent any such person may be deemed to beneficially own Shares beneficially owned by the Purchaser and that the Parent owns 42,252,418 Shares (including 11,080 Shares owned by its wholly-owned subsidiary, Santander Bank & Trust Ltd. as of December 14, 2009).”

(8) The following Schedule D is added to the Offer to Purchase immediately following Schedule C of the Offer to Purchase:

 

		“		SCHEDULE D

FINANCIAL PROJECTIONS INCLUDED IN VALUATION PRESENTATIONS

The financial projections for 2010 provided by management of the Company to Sandler O’Neill on June 16, 2010 and June 17, 2010 and reflected in Sandler O’Neill’s valuation presentation dated June 21, 2010 are set forth below:

 

		BSPR			Island			Securities			Insurance & Isl. Ins.			Bancorp Entity Only			Other			Total
Net Interest Income		246.9			125.0			1.1			0.0			(3.2	)		0.8			370.5
Provision for loan losses		(83.3	)		(72.0	)		—			—			—			—			(155.3	)
Other Income		57.6			1.3			64.9			4.9			(6.6	)		(6.7	)		115.4
Operating expenses		(180.4	)		(41.5	)		(40.8	)		(1.8	)		(2.3	)		6.7			(260.2	)
Personnel Cost		(63.1	)		(19.5	)		(26.2	)		(0.8	)		—			0.2			(109.3	)
General Expenses		(117.3	)		(22.0	)		(14.6	)		(1.0	)		(2.3	)		6.4			(150.9	)
Income before tax		40.7			12.8			25.1			3.0			(12.1	)		0.8			70.5
Income tax		(14.5	)		5.0			(9.4	)		(1.3	)		5.3			—			(14.8	)
Net income		26.3			17.8			15.8			1.8			(6.9	)		0.8			55.6

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The financial projections for 2009 and 2010 provided by management of the Company to Sandler O’Neill on December 11, 2009 and reflected in Sandler O’Neill’s valuation presentation dated December 14, 2009 are set forth below:

 

Total Bancorp 2009		Banco			Island			Securities			Insurance			Bancorp			Elimin.			Total
Loans		350.0			133.5			0.0			0.0			11.3			(33.5	)		461.2
Investments		16.9			1.7			2.9			0.0			0.0			0.0			21.6
Other Interest Income		0.6			0.2			0.0			0.0			0.1			(0.3	)		0.6
Total Interest Income		367.4			135.3			2.9			0.1			11.4			(33.8	)		483.4
Deposits		(80.1	)		–			–			–			–			(0.4	)		(80.6	)
Other borrowings		(41.0	)		(26.4	)		(0.9	)		0.0			(18.0	)		35.1			(51.2	)
Total Interest Cost		(121.2	)		(26.4	)		(0.9	)		0.0			(18.0	)		34.7			(131.8	)
Net Interest Income		246.3			108.9			2.0			0.1			(6.6	)		0.9			351.6
Provision for loan losses		(92.7	)		(56.6	)		0.0			0.0			0.0			0.0			(149.2	)
Other Income		64.0			2.1			62.7			2.5			(10.1	)		(3.5	)		117.8
Operating expenses		(187.1	)		(41.1	)		(43.2	)		(1.3	)		(2.4	)		3.5			(271.6	)
Income Before Income Tax		30.5			13.4			21.6			1.3			(19.1	)		0.9			48.6
Income tax		(4.7	)		0.0			(9.5	)		(0.2	)		4.0			0.0			(10.4	)
Net Income		25.8			13.4			12.1			1.1			(15.0	)		0.9			38.2

 

Total Bancorp 2010		Banco			Island			Securities			Insurance			Bancorp			Elimin.			Total
Loans		296.7			110.7			0.0			0.0			9.4			(33.5	)		383.3
Investments		15.0			1.4			2.4			0.0			0.0			0.0			18.8
Other Interest Income		0.5			0.1			0.0			0.0			0.1			0.0			0.8
Total Interest Income		312.2			112.2			2.4			0.1			9.6			(33.5	)		403.0
Deposits		(72.5	)		0.0			0.0			0.0			0.0			0.0			(72.5	)
Other borrowings		21.0			6.9			(2.7	)		0.0			(14.9	)		34.4			44.7
Total Interest Cost		(51.5	)		6.9			(2.7	)		0.0			(14.9	)		34.4			(27.8	)
Net Interest Income		260.7			119.0			(0.2	)		0.0			(5.3	)		0.9			375.2
Provision for loan losses		(93.9	)		(64.5	)		0.0			0.0			0.0			0.0			(158.4	)
Other Income		61.2			0.0			69.7			4.0			(10.5	)		(3.5	)		120.9
Operating expenses		(187.6	)		(39.5	)		(43.2	)		(1.4	)		(2.5	)		3.5			(270.8	)
Income Before Income Tax		40.5			15.0			26.3			2.6			(18.3	)		0.9			66.8
Income tax		(15.8	)		0.0			(9.8	)		(0.8	)		4.1			0.0			(22.3	)
Net Income		24.7			15.0			16.5			1.8			(14.2	)		0.9			44.5

”    

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

“(a)(5)(iii)             Court Order dated June 28, 2010.”

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 1, 2010