UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

(Amendment No. 1)

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

 

 

Alliance One International, Inc.

(Name of Subject Company (Issuer))

5 ¹⁄₂% Convertible Senior Subordinated Notes due 2014

(Title of Class of Securities)

018772AQ6

(CUSIP Number of Class of Securities)

Robert A. Sheets

Executive Vice President and

Chief Administrative Officer

8001 Aerial Center Parkway

Post Office Box 2009

Morrisville, NC 27560-2009

(919) 379-4300

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

With a copy to:

Stephen M. Lynch

Robinson, Bradshaw & Hinson, P.A.

101 N. Tryon Street, Suite 1900

Charlotte, NC 28246

(704) 377-2536

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation(1)		Amount Of Filing Fee(2)
$56,610,278		$7,291.40

(1)

Calculated solely for purposes of determining the amount of the filing fee. The calculation of the transaction value assumes that all $55,000,000 aggregate principal amount of Alliance One International, Inc.’s 5 1⁄2% Convertible Senior Subordinated Notes due 2014 are purchased at the tender offer price of $1,025 per $1,000 principal amount of such notes, plus accrued and unpaid interest on the notes to, but not including, the assumed payment date of February 13, 2014.

(2)	A portion of this filing fee has been previously paid. The amount of the filing fee equals $128.80 per $1,000,000 of the value of the transaction.

 

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: $7,233.26		Filing Party: Alliance One International, Inc.
Form or Registration No.: Schedule TO		Date Filed: December 20, 2013

 

¨	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:

 

¨

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

 

x

issuer tender offer subject to Rule 13e-4.

 

¨

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: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

 

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

 

 

 

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SCHEDULE TO

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) by Alliance One International, Inc., a Virginia corporation (“Alliance One”), on December 20, 2013 (the “Original Schedule TO”), relating to Alliance One’s offer to purchase any and up to all of the Company’s outstanding 5 ¹⁄₂% Convertible Senior Subordinated Notes due 2014 (the “Convertible Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 20, 2013 (the “Original Offer to Purchase”), and the related Letter of Transmittal (“Letter of Transmittal”), copies of which are filed as exhibits to the Original Schedule TO. Capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Original Offer to Purchase or the Original Schedule TO.

On January 22, 2014, Alliance One issued a press release amending the Offer to increase the Purchase Price to $1,025 per $1,000 principal amount of Convertible Notes purchased. In such January 22, 2014 press release, Alliance One also announced that the Expiration Time for the Offer is being extended to midnight, New York City time, at the end of Wednesday, February 12, 2014.

Only those items amended are reported in this Amendment No. 1. Except as specifically provided herein, the terms of the Offer remain the same as set forth in the Original Offer to Purchase and the related Letter of Transmittal. You should read this Amendment No. 1 together with the Original Schedule TO, as amended hereby, the Original Offer to Purchase and the Letter of Transmittal.

Items 1 – 11.

 

1.

The information set forth in the Original Offer to Purchase is hereby amended to define the Purchase Price as equal to $1,025 per $1,000 principal amount of Convertible Notes purchased (the “Purchase Price”) and, accordingly, to replace each reference to “$1,020” in the Original Offer to Purchase to a reference to “$1,025”. Corresponding amendments shall apply to each of the Letter of Transmittal (Exhibit (a)(1)(ii) to the Original Schedule TO), Letter to DTC Participants (Exhibit (a)(1)(iii) to the Original Schedule TO) and Letter to Clients (Exhibit (a)(1)(iv) to the Original Schedule TO).

 

2.

The information set forth in the Original Offer to Purchase is hereby further amended to define the Expiration Time as midnight, New York City time, at the end of Wednesday, February 12, 2014 (such date and time, as the same may be extended, the “Expiration Time”) and, accordingly, to replace each reference in the Original Offer to Purchase to “midnight, New York City time, at the end of Tuesday, January 21, 2014,” to a reference to “midnight, New York City time, at the end of Wednesday, February 12, 2014.” Corresponding amendments shall apply to each of the Letter of Transmittal (Exhibit (a)(1)(ii) to the Original Schedule TO), Letter to DTC Participants (Exhibit (a)(1)(iii) to the Original Schedule TO) and Letter to Clients (Exhibit (a)(1)(iv) to the Original Schedule TO).

 

3.	The section entitled “The Offer — Source and Amount of Funds” of the Original Offer to Purchase is hereby amended and supplemented by deleting the first sentence therein and inserting in lieu thereof the following sentence:

We expect that Alliance One will need approximately $56.9 million to purchase the Convertible Notes pursuant to the Offer (excluding fees and expenses related to the Offer), assuming that (i) all outstanding Convertible Notes are validly tendered (and not validly withdrawn) and accepted for payment and (ii) the Payment Date will be February 13, 2014.

As of 5:00 p.m., New York City time, on Tuesday, January 21, 2014, $29,072,000 in aggregate principal amount of Convertible Notes had been tendered and not validly withdrawn pursuant to the Offer.

Item 12.Exhibits.

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

 

Exhibit Number		Description
(a)(5)(ii)		Press Release dated January 22, 2014.

 

1

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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.

 

Dated: January 22, 2014

 

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EXHIBIT INDEX

Exhibits filed as part of this Amendment No. 1 are listed below.

 

Exhibit Number		Description
(a)(5)(ii)		Press Release dated January 22, 2014.

 

3