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MF Merger Sub Corp., et al. – ‘SC TO-T’ on 12/19/14 re: Microfinancial Inc

On:  Friday, 12/19/14, at 1:26pm ET   ·   Accession #:  1047469-14-10027   ·   File #:  5-58187

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/19/14  MF Merger Sub Corp.               SC TO-T               12:1.5M Microfinancial Inc                Merrill Corp/New/FA
          Fortress Credit Advisors LLC
          MF Investor GP LLC
          MF Parent LP

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T     Tender-Offer Statement -- Third-Party Tender Offer  HTML     62K 
 2: EX-99.(A)(1)(A)  Miscellaneous Exhibit                          HTML    391K 
 3: EX-99.(A)(1)(B)  Miscellaneous Exhibit                          HTML    114K 
 4: EX-99.(A)(1)(C)  Miscellaneous Exhibit                          HTML     23K 
 5: EX-99.(A)(1)(D)  Miscellaneous Exhibit                          HTML     17K 
 6: EX-99.(A)(1)(E)  Miscellaneous Exhibit                          HTML     33K 
 7: EX-99.(A)(1)(G)  Miscellaneous Exhibit                          HTML     31K 
 8: EX-99.(B)(1)  Miscellaneous Exhibit                             HTML    243K 
 9: EX-99.(D)(2)  Miscellaneous Exhibit                             HTML     53K 
10: EX-99.(D)(3)  Miscellaneous Exhibit                             HTML    118K 
11: EX-99.(D)(4)  Miscellaneous Exhibit                             HTML     77K 
12: EX-99.(D)(8)  Miscellaneous Exhibit                             HTML     34K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

MICROFINANCIAL INCORPORATED
(Names of Subject Company (Issuer))

MF MERGER SUB CORP.
(Name of Filing Persons (Offeror)) a wholly owned subsidiary of

MF PARENT LP
(Name of Filing Persons (Parent of Offeror))

MF INVESTOR GP LLC
FORTRESS CREDIT ADVISORS LLC
(Names of Filing Persons (Other Person))

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

595072109
(CUSIP Number of Class of Securities)

MF Merger Sub Corp.
c/o Fortress Investment Group
1345 Avenue of the Americas
46^th Floor
New York, New York 10105
Attention: Constantine M. Dakolias
Telephone: (212) 798-6100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

David E. Zeltner
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5000

CALCULATION OF FILING FEE

o

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.

o

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:

ý

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

o

issuer tender offer subject to Rule 13e-4.

o

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

o

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: o

        This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the tender offer by MF Merger Sub Corp., a Massachusetts corporation (the "Offeror") and a direct wholly owned subsidiary of MF Parent LP, a Delaware limited partnership ("Parent"). Parent is managed by its general partner, MF Investor GP LLC, a Delaware limited liability company ("MF GP"). MF GP is owned, directly or indirectly, by investment funds (the "Investment Funds") managed within the Credit Funds business of Fortress Investment Group LLC (listed on the NYSE under the symbol "FIG"), a leading global investment management firm ("FIG"). Fortress Credit Advisors LLC, an affiliate of FIG ("Fortress Credit Advisors"), serves as an investment manager for each of the Investment Funds. As described in the Offer to Purchase, certain of the Investment Funds have committed to provide funding for the consideration to be paid in the Offer and the Merger (each as defined herein) and to pay certain fees and expenses in connection therewith. Parent, the Offeror and Fortress Credit Advisors, each as co-bidders hereunder, are offering to purchase for cash for all of the outstanding shares of common stock, par value $0.01 per share (the "Common Stock" or the "Shares"), of MicroFinancial Incorporated (the "Company") at a price of $10.20 per share, net to the seller in cash without interest and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated December 19, 2014 (the "Offer to Purchase"), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the "Letter of Transmittal") which, together with any amendments or supplements, collectively constitute the "Offer."

        All the information set forth in the Offer to Purchase, including the information set forth on the cover page and in the INTRODUCTION of the Offer to Purchase and Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

ITEM 1.    SUMMARY TERM SHEET.

Regulation M-A Item 1001

        The information set forth in the Offer to Purchase under the caption "Summary Term Sheet" is incorporated herein by reference.

ITEM 2.    SUBJECT COMPANY INFORMATION.

Regulation M-A Item 1002(a)-(c)

        (a)   Name and Address.    The name of the subject company, and the address and telephone number of its principal executive offices are as follows:

MicroFinancial Incorporated
16 New England Executive Park, Suite 200
Burlington, MA 01803
(781) 994-4800

        (b)   Securities.    This Schedule TO relates to the Offer by the Offeror to purchase all issued and outstanding Shares. As of December 12, 2014, based on information provided by the Company, there were 14,433,154 Shares issued and outstanding. The information set forth in the Offer to Purchase under the caption "Introduction" is incorporated herein by reference.

        (c)   Trading Market and Price.    The information set forth under the caption "The Tender Offer—Section 6 (Price Range of Shares; Dividends)" of the Offer to Purchase is incorporated herein by reference.

ITEM 3.    IDENTITY AND BACKGROUND OF FILING PERSON.

Regulation M-A Item 1003(a)-(c)

        (a)-(c) Name and Address; Business and Background of Entities; and Business and Background of Natural Persons.    The information set forth in the Offer to Purchase under the following captions, together with Schedule I attached thereto, is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 8 (Certain Information Concerning Fortress Credit Advisors, Parent and the Offeror)

ITEM 4.    TERMS OF THE TRANSACTION.

Regulation M-A Item 1004(a)

        (a)   Material Terms.    The information set forth in the Offer to Purchase is incorporated herein by reference.

ITEM 5.    PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Regulation M-A Item 1005(a) and (b)

        (a)   Transactions.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        (b)   Significant Corporate Events.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 11 (The Merger Agreement and Other Agreements)

        The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)

ITEM 6.    PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Regulation M-A Item 1006(a) and (c)(1)-(c)(7)

        (a)   Purposes.    The information set forth in the Offer to Purchase under the caption "The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)" is incorporated herein by reference.

        (c)   (1)-(7) Plans.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 9 (Source and Amount of Funds)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 11 (The Merger Agreement and Other Agreements)

        The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)

        The Tender Offer—Section 13 (Certain Effects of the Offer)

ITEM 7.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Regulation M-A Item 1007(a), (b) and (d)

        (a)   Source of Funds.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference: Summary Term Sheet

        The Tender Offer—Section 9 (Source and Amount of Funds)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 16 (Fees and Expenses)

        The Agreement and Plan of Merger, dated as of December 13, 2014, by and among Parent, the Offeror and the Company is incorporated herein by reference to Exhibit (d)(1) filed herewith.

        (b)   Conditions.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 9 (Source and Amount of Funds)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 11 (The Merger Agreement and Other Agreements)

        The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)

        The Tender Offer—Section 14 (Certain Conditions of the Offer)

        The Agreement and Plan of Merger, dated as of December 13, 2014, by and among Parent, the Offeror and the Company is incorporated herein by reference to Exhibit (d)(1) filed herewith.

        (d)   Borrowed Funds.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 9 (Source and Amount of Funds)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 11 (The Merger Agreement and Other Agreements)

        The Tender Offer—Section 14 (Certain Conditions of the Offer)

        The Agreement and Plan of Merger, dated as of December 13, 2014, by and among Parent, the Offeror and the Company is incorporated herein by reference to Exhibit (d)(1) filed herewith.

ITEM 8.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Regulation M-A Item 1008

        (a)   Securities Ownership.    The information set forth in the Offer to Purchase under the following captions, together with Schedule I attached thereto, is incorporated herein by reference:

        The Tender Offer—Section 8 (Certain Information Concerning Fortress Credit Advisors, Parent and the Offeror)

        The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)

        (b)   Securities Transactions.    None.

ITEM 9.    PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

Regulation M-A Item 1009(a)

        (a)   Solicitations or Recommendations.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 3 (Procedures for Accepting the Offer and Tendering Shares)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 16 (Fees and Expenses)

ITEM 10.    FINANCIAL STATEMENTS.

Regulation M-A Item 1010(a) and (b)

        (a)   Financial Information.    The financial condition of Parent and the Offeror is not material to the Offer.

        (b)   Pro Forma Financial Information.    The pro forma financial statements of the Company are not material to the Offer.

ITEM 11.    ADDITIONAL INFORMATION.

Regulation M-A Item 1011 (a) and (c)

        (a)   Agreements, Regulatory Requirements and Legal Proceedings.    The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Summary Term Sheet

        The Tender Offer—Section 8 (Certain Information Concerning Fortress Credit Advisors, Parent and the Offeror)

        The Tender Offer—Section 10 (Background of the Offer; Past Contacts or Negotiations with the Company)

        The Tender Offer—Section 11 (The Merger Agreement and Other Agreements)

        The Tender Offer—Section 12 (Purpose of the Offer; Plans for the Company)

        The Tender Offer—Section 13 (Certain Effects of the Offer)

        The Tender Offer—Section 15 (Certain Legal Matters; Regulatory Approvals)

        (c)   Other Material Information.    The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

ITEM 12.    EXHIBITS

Regulation M-A Item 1016(a), (b), (d), (g) and (h)

ITEM 13.    INFORMATION REQUIRED BY SCHEDULE 13E-3

        Not applicable.

SIGNATURES

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

Dated: December 19, 2014

EXHIBIT INDEX

QuickLinks

ITEM 1. SUMMARY TERM SHEET.
ITEM 2. SUBJECT COMPANY INFORMATION.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
ITEM 4. TERMS OF THE TRANSACTION.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
ITEM 10. FINANCIAL STATEMENTS.
ITEM 11. ADDITIONAL INFORMATION.

ITEM 12. EXHIBITS
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-T’ Filing		Date		Other Filings
Filed on:		12/19/14
		12/18/14		8-K/A
		12/16/14		8-K
		12/15/14		SC14D9C
		12/13/14
		12/12/14
		9/30/14		10-Q
		8/29/14
		7/25/14
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Filing Submission 0001047469-14-010027   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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