Tender Offer - Carlyle Partners Growth, L.P.
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.
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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.
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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.
Document Link: View Document
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.
Document Link: View Document
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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