SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
(Name of Subject Company (Issuer))
MCI Capital, LC
(Names of Filing Persons (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Mark Anthony Marlowe (Anthony Marlowe)
c/o MCI Capital, LC
2937 Sierra Ct. SW
Iowa City, IA 52240
Telephone: (319) 541-9694
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Peter G. Smith
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
|☐||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.|
|☐||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)|
This Amendment No. 2 to the Tender Offer Statement filed under cover of Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2022 (as previously amended and supplemented by Amendment No. 1 to the Tender Offer Statement filed with the SEC on December 15, 2022, the “Schedule TO”), and relates to the offer by MCI Capital, LC, an Iowa limited liability company (the “Offeror”), a wholly owned subsidiary of MCI, LC, an Iowa limited liability company, to purchase up to 4,000,000 shares of common stock, $0.01 par value per share (the “Shares”), of StarTek, Inc., a Delaware corporation (the “Company”), at $4.20 per Share, net to the seller in cash, without interest and less any applicable tax withholding, and on the other terms and subject to the other conditions specified in the Offer to Purchase, dated November 22, 2022 (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”).
The Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
The Offer expired at 5:00 p.m., New York City time, on January 4, 2023. Based on the preliminary count by the Depositary, 2,940,646 Shares were validly tendered and not validly withdrawn, including 9,700 Shares that were tendered by notice of guaranteed delivery, which represents approximately 7.3% of the Company’s outstanding Shares as of October 31, 2022. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived.
In accordance with the terms and conditions of the Offer and based on the preliminary count by the Depositary, the Offeror expects to accept for payment all the Shares that were validly tendered and not validly withdrawn. The number of Shares expected to be purchased in the Offer is based on the Depositary’s preliminary count and the assumption that all Shares tendered by notice of guaranteed delivery will be delivered within the required two-trading-day period, and is subject to change. The final number of Shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of its confirmation process. Payment for Shares accepted for purchase under the Offer will occur promptly thereafter.
The press release announcing the expiration and the preliminary results of the Offer is attached hereto as Exhibit (a)(5)(ii) and incorporated herein by reference.
Item 12. Exhibits
Item 12 of Schedule TO is hereby amended and supplemented by adding the following Exhibits to the list of Exhibits:
|(a)(5)(ii)||Press release, issued January 5, 2023.|
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.
Date: January 5, 2023
/s/ Mark Anthony Marlowe
Mark Anthony Marlowe
President and Chief Executive Officer
|MCI CAPITAL, LC|
/s/ Mark Anthony Marlowe
Mark Anthony Marlowe
President and Chief Executive Officer
MCI Capital, LC Announces the Preliminary Results of Cash Tender Offer for Shares of Common Stock of StarTek, Inc.
IOWA CITY, IA, January 5, 2023 – MCI Capital, LC (“MCI”), a wholly owned subsidiary of MCI, LC, announced today the preliminary results of its previously announced cash tender offer to purchase up to 4,000,000 shares of common stock of StarTek, Inc. (NYSE:SRT) (“StarTek”) at a purchase price of $4.20 per share, which expired at 5:00 p.m., New York City time, on January 4, 2023.
Based on the preliminary count by the depositary for the offer, 2,940,646 shares were validly tendered and not validly withdrawn, including 9,700 Shares that were tendered by notice of guaranteed delivery. The number of shares validly tendered and not validly withdrawn pursuant to the tender offer satisfied the minimum tender condition, and all other conditions to the offer were satisfied or waived.
In accordance with the terms and conditions of the offer and based on the preliminary count by the depositary, MCI expects to accept for payment, at a purchase price of $4.20 per share, all the shares that were validly tendered and not validly withdrawn. The total of 2,940,646 shares that MCI expects to accept for purchase represents approximately 7.3% of StarTek’s outstanding shares of common stock as of October 31, 2022.
The number of shares expected to be purchased in the offer is based on the depositary’s preliminary count and the assumption that all shares tendered by notice of guaranteed delivery will be delivered within the required two-trading-day period, and is subject to change. The final number of shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary of its confirmation process. Payment for shares accepted for purchase under the offer will occur promptly thereafter.
Questions regarding the offer and requests for assistance in connection with the offer may be directed to MacKenzie Partners, Inc. (the information agent and depositary for the offer) by contacting them at (800) 322-2885 or email@example.com.
About MCI: MCI, LC is a holding company for multiple operating companies that provide a diverse set of tech-enabled business process outsourcing (BPO) and customer experience (CX) technology services. MCI Capital, LC is a wholly-owned subsidiary of MCI, LC.
Driving modernization through digitalization, MCI ensures clients do more for less. MCI organically grows, acquires and operates companies that have synergistic products and services portfolios, including but not limited to Automated Contact Center Solutions (ACCS), customer contact management, IT Services (IT Schedule 70), Cloud Hosting, Temporary and Administrative Professional Staffing (TAPS Schedule 736), Business Process Management (BPM), Business Process Outsourcing (BPO), Claims Processing, Collections, Customer Experience Provider (CXP), Customer Service, Digital Experience Provider (DXP), Account Receivables Management (ARM), Application Software Development, Managed Services, Voice Over Internet Protocol (VoIP), and Technology Services, to mid-market, Federal & enterprise partners.
MCI now employs almost 5,000 talented individuals with 300+ diverse Global client partners across the following MCI brands: GravisApps, Gravis Marketing, Mass Markets, MCI BPO, MCI Federal Services (MFS), Teletechnology, The Sydney Call Center, OnBrand24, and Valor Intelligent Processing (VIP).
MCI and its subsidiaries had previously made Inc. Magazine's List of Fastest-Growing Companies 18 times, respectively.
MCI has customer contact management centers, IT services, and business process outsourcing service delivery in the USA, Canada, Asia, Mexico, and Central America. MCI provides products and services under the following NAICS Codes: 511210 Software Publishers, 518210 Data Processing, Hosting, and Related Services, 519190 All Other Information Services, 524291 Claims Adjusting, 541511 Custom Computer Programming Services, 541512 Computer Systems Design Services, 541519 Other Computer Related Services, 541519 Information Technology and Value Added Resellers, 541611 Administrative Management and General Management Consulting Services, 541613 Marketing Consulting Services, 541690 Other Scientific and Technical Consulting Services, 541990 All Other Professional, Scientific, and Technical Services, 561110 Office Administrative Services, 561320 Temporary Help Services, 561330 Professional Employer Organizations, 561421 Telephone Answering Services, 561422 Telemarketing Bureaus and Other Contact Centers, 561431 Private Mail Centers, 561440 Collection Agencies, 561499 All Other Business Support Services, 561990 All Other Support Services, 611430 Professional and Management Development Training. Find out more at www.mci.world
This press release contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The forward-looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. Risks and uncertainties include, but are not limited to, those relating to the tender offer described in this press release and risks relating to the market price and liquidity of StarTek’s common stock. Reference is also made to the risks and uncertainties relating to the business, operations, affairs, results, and financial condition of StarTek detailed in reports filed by StarTek with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021 (including the “Risk Factors” section thereof), which may be viewed on the SEC's website at www.sec.gov. MCI cautions that the foregoing factors are not exclusive. Readers should not place undue reliance on any forward-looking statement, which speaks only as of the date made. In addition, past performance may not be indicative of future results.