Tender Offer - Carlyle Partners Growth, L.P.
Form Type: SC TO-T/A
Filing Date: 2025-05-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525121727
Filing Summary: This document, an amendment to a previously filed tender offer statement, pertains to the tender offer by Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Midco, Inc., to purchase all outstanding shares of common stock of bluebird bio, Inc. for $3.00 in cash plus a contingent value right (CVR) representing a further potential payment of $6.84, or $5.00 in cash, at the election of the stockholders. The filing of Amendment No. 10 follows a series of amendments starting from March 7, 2025. Key points include a reminder to stockholders to tender their shares before the expiration of the offer on May 12, 2025, and discussions between Carlyle, SK Capital and other parties regarding the conditions of the tender offer due to the market price exceeding the offer price. Regulatory approvals have been received, and the initial offer was extended for an additional period of 10 business days to May 28, 2025. A final press release and letter to stockholders dated May 16, 2025, were included as exhibits to this amendment, indicating ongoing communication and the significance of engaging stakeholders.
Additional details:
Cash And Cvr Consideration Closing Amount: $3.00
Cvr Payment Amount: $6.84
All Cash Consideration: $5.00
Expiration Time: May 28, 2025, 11:59 p.m. Eastern Time
Previously Tendered Shares Required Action: Must re-tender shares and complete the Letter of Election and Transmittal.
Minimum Condition Status: Not satisfied as of May 12, 2025.
Form Type: SC TO-T/A
Filing Date: 2025-05-14
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525119431
Filing Summary: This document is an Amendment No. 9 to the Tender Offer Statement on Schedule TO filed with the SEC concerning the tender offer by Beacon Merger Sub, Inc. to acquire all outstanding shares of common stock of bluebird bio, Inc. The latest amendments include updates to the Offer to Purchase and the related Letter of Election and Transmittal, allowing shareholders a choice between two different consideration options: (i) $3.00 in cash per share plus one contingent value right (CVR) with additional cash payment contingent on performance milestones, or (ii) an all-cash offer of $5.00 per share. This amendment follows prior filings on key dates, with the latest adjustment mentioned being the introduction of shareholder election rights that were previously not offered. The offer is open to all common stock shareholders in exchange for their shares under specified conditions as outlined in the amended offer documents.
Additional details:
Offering Person: BEACON MERGER SUB, INC.
Target Company: bluebird bio, Inc.
Offer Price: $3.00 cash per share + $6.84 contingent value right or $5.00 cash per share
Number Of Shares Outstanding: 9,792,458
Number Of Shares Issuable Options: 290,588
Number Of Shares Issuable Rsus: 120,901
Number Of Shares Performance Based Psus: 57,349
Number Of Shares Issuable Warrants: 129,310
Form Type: SC TO-T/A
Filing Date: 2025-05-13
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525118258
Filing Summary: On May 13, 2025, Carlyle Partners Growth, L.P. and SK Capital announced an extension of the Expiration Time for the tender offer by Beacon Merger Sub, Inc. to purchase all outstanding shares of common stock of bluebird bio, Inc. The expiration is now set for May 28, 2025, at 11:59 p.m. New York City time. The Offers were initially scheduled to expire on May 12, 2025. As of May 12, 2025, approximately 2,502,927 Shares had been tentatively tendered and not withdrawn. The document includes details about the cash offer price of $3.00 per share, along with a contingent payment of $6.84 per Share. This amendment serves to update the previous amendments filed regarding the tender offer and to reaffirm the terms of the Offer. A press release regarding the extension is included as an exhibit to the filing.
Additional details:
Tender Offer Price: 3.00
Contingent Value Right: 6.84
Expiration Time: 2025-05-28T23:59:00Z
Shares Validly Tendered: 2502927
Form Type: SC TO-T/A
Filing Date: 2025-05-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525113295
Filing Summary: The document is an amendment to the Tender Offer Statement on Schedule TO originally filed on March 7, 2025, by Beacon Merger Sub, Inc., a subsidiary of Beacon Midco, Inc., which is controlled by Carlyle Partners Growth, L.P. The tender offer aims to purchase all outstanding shares of common stock of bluebird bio, Inc. for $3.00 in cash per share plus one contingent value right representing an additional payment of $6.84 per share contingent on certain milestones. The filing reflects updates to previous amendments and highlights ongoing legal proceedings regarding the tender offer, including lawsuits filed by purported stockholders alleging incomplete and misleading information. The amendment aims to provide supplemental disclosures in response to these legal actions, asserting that the claims are without merit but aiming to reduce risks related to potential delays in the tender offer process.
Additional details:
Title Of Class: Common Stock
Cusip Number: 09609G 209
Tender Offer Price: $3.00
Cvp Value Right: $6.84
Form Type: SC TO-T/A
Filing Date: 2025-05-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525112769
Filing Summary: This amendment to the Tender Offer Statement on Schedule TO pertains to a tender offer by Beacon Merger Sub, Inc., a subsidiary of Beacon Midco, Inc., to acquire all outstanding shares of common stock of bluebird bio, Inc. The offer consists of $3.00 in cash per share along with a contingent value right for an additional $6.84 based on the achievement of specified milestones. As of May 5, 2025, all regulatory approvals necessary for the tender offer have been secured, and the offer is expected to conclude promptly after the expiration time on May 12, 2025, pending satisfaction of all other required conditions. A joint press release was issued on the same date announcing these approvals, coupled with additional clarifications regarding the tender offer process.
Additional details:
Title Of Class: Common Stock
Cusip Number: 09609G 209
Tender Offer Price: 3.00
Contingent Value Right: 6.84
Expiration Time: 2025-05-12T23:59:00Z
Press Release Date: 2025-05-05
Form Type: SC TO-T/A
Filing Date: 2025-05-02
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525110623
Filing Summary: On May 2, 2025, Carlyle Partners Growth, L.P. and SK Capital Partners announced an extension of the Expiration Time for the tender offer by Beacon Merger Sub, Inc. The deadline has been extended to May 12, 2025, originally set for May 2, 2025. As of May 1, 2025, approximately 936,791 Shares of common stock have been validly tendered. The tender offer is to purchase all outstanding shares of bluebird bio, Inc. at a price of $3.00 per share, plus one contingent value right representing an additional payment of $6.84 upon the achievement of specified milestones. The document provides pertinent details about the merger agreement and the conditions required for successful completion of the offer, including regulatory approvals and stockholder participation. The Offer price is subject to adjustments and certain risks, and the document emphasizes the importance of reviewing recent market prices before making a decision to tender shares.
Additional details:
Tender Offer Price: 3.00
Contingent Value Right Payment: 6.84
Expiration Time: 2025-05-12T23:59:00-05:00
Shares Validly Tendered: 936791
Prior Closing Price On March 6 2025: 4.11
Prior Closing Price On February 20 2025: 7.04
Prior Closing Price On May 1 2025: 4.05
Form Type: SC TO-T/A
Filing Date: 2025-04-16
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525082054
Filing Summary: On April 16, 2025, Carlyle Partners Growth, L.P. and SK Capital announced an extension of the Expiration Time for the tender offer by Beacon Merger Sub, Inc. for all outstanding shares of bluebird bio, Inc. The new expiration time is set to one minute after 11:59 p.m., New York City time, on May 2, 2025, unless further extended or terminated as permitted by the Merger Agreement. The tender offer was originally scheduled to expire on April 18, 2025. As of April 15, 2025, approximately 700,288 shares had been validly tendered and not withdrawn. The press release announcing this extension is included as an exhibit.
Additional details:
Tender Offer Price: $3.00
Contingent Value Right Amount: $6.84
Number Of Shares Tendered: 700288
Expiration Time: May 2, 2025
Form Type: SC TO-T/A
Filing Date: 2025-04-03
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525071859
Filing Summary: On April 3, 2025, Carlyle and SK Capital announced an extension of the tender offer's expiration time until April 18, 2025, which was initially set for April 4, 2025. This amendment is a continuation of the tender offer by Beacon Merger Sub, Inc. for all outstanding shares of common stock of bluebird bio, Inc. The tender offer includes a payment of $3.00 in cash per share plus the potential for a contingent value right, which could yield an additional $6.84 per share, contingent upon certain milestones. As of April 2, 2025, approximately 65,120 shares have been tendered according to the depositary's report. The document also details market prices for the shares and prospectively advises investors to consider current market values.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 09609G 209
Tender Offer Price: 3.00
Contingent Value Right Amount: 6.84
Expiration Time: 11:59 p.m., New York City time, on April 18, 2025
Shares Validly Tendered: 65,120
Form Type: SC TO-T/A
Filing Date: 2025-03-21
Corporate Action: Tender-offer
Type: Update
Accession Number: 000119312525059765
Filing Summary: The document is an Amendment No. 1 to the Tender Offer Statement under Section 14(D)(1) or 13(E)(1) of the Securities Exchange Act of 1934. It pertains to a tender offer by Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Midco, Inc., seeking to purchase all outstanding shares of common stock of Bluebird Bio, Inc. The offer price includes $3.00 in cash per share plus one contingent value right (CVR) per share, representing a potential additional payment upon achievement of specified milestones. The filing reflects certain updates and remains in line with the previously filed Schedule TO from March 7, 2025. The prices per share at various periods were detailed, showing significant fluctuations in market prices, with the latest detailed price being $4.11 per share before the tender offer announcement. This amendment emphasizes that there are no declared dividends on the shares, and it adds the Reminder to Bluebird Bio, Inc. Stockholders to Tender Shares dated March 21, 2025, as an exhibit to the schedule.
Additional details:
Offer Price: $3.00 in cash per Share plus CVR of $6.84 upon milestone achievement
Subject Company Name: Bluebird Bio, Inc.
Offeror Name: Beacon Merger Sub, Inc.
Offeror Parent Name: Beacon Midco, Inc.
Offeror Indirect Parent Name: Beacon Parent Holdings, L.P.
General Partner Name: Beacon General Partner, LLC
Contingent Value Rights: one CVR per share representing right to receive $6.84
Filing Date: 2025-03-21
Previous Closing Price Share: $4.11
Last Trading Price Before Offer: $7.04
Form Type: SC TO-T
Filing Date: 2025-03-07
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525049127
Filing Summary: Carlyle Partners Growth, L.P. is involved in a third-party tender offer by Beacon Merger Sub, Inc. to acquire all outstanding shares of common stock of bluebird bio, Inc. The offer includes $3.00 in cash per share, plus a contingent value right (CVR) for an additional payment of $6.84, contingent on certain performance milestones. As of February 24, 2025, there are 9,741,657 shares of common stock outstanding. The offer is governed by the Securities Exchange Act of 1934 and was filed under Schedule TO. The transaction is part of a merger agreement involving Beacon Parent Holdings, L.P., Beacon Midco, Inc., and bluebird bio, Inc., executed on February 21, 2025. This filing includes details on the terms and procedure for the tender offer, as well as the financial details regarding the stock purchase.
Additional details:
Title Of Class: Common Stock
Cusip Number: 09609G 209
Offer Price: $3.00 cash per Share plus one CVR for $6.84
Shares Outstanding: 9,741,657 shares
Total Stock Options: 373,929 Shares
Total Restricted Stock Units Non Performance Based: 175,508 Shares
Total Performance Based Restricted Stock Units: 59,949 Shares
Total Stock Warrants: 129,310 Shares
Form Type: SC TO-C
Filing Date: 2025-02-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000119312525032107
Filing Summary: On February 21, 2025, Beacon Merger Sub, Inc., a wholly owned subsidiary of Beacon Parent Holdings, L.P., initiated a tender offer for the outstanding common stock of bluebird bio, Inc. This document serves as a preliminary communication regarding the offer, indicating that it has not yet commenced. The tender offer is part of a merger agreement among the parties involved. The proposed acquisition aims to secure shares at a price determined in a future Offer to Purchase and associated tender offer materials. Notably, this communication does not represent an offer or recommendation; rather, it informs stockholders to await further documents detailing the terms of the tender offer. The ownership structure highlights connections to Carlyle Partners Growth, L.P. and SK Capital Partners, underscoring their influence in this transaction. Stockholders are urged to read forthcoming documents carefully, as they will contain critical information relevant to their investment decisions.
Additional details:
Title Of Class Of Securities: Common Stock
Cusip Number: 09609G 209
Address Of Cached Office: One Vanderbilt Avenue, New York, NY 10017
Telephone Number: 212-813-4900
Name Of Person Authorized: Mark A. Stagliano, Esq.
Address Of Authorized Person: 51 West 52nd Street, New York, New York 10019
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