Transaction valuation* | Amount of filing fee | |
$195,487,500 | $7,683 |
* | Calculated solely for purposes of determining the filing fee. The purchase price for the 1.25% Convertible Senior Notes due 2024, as described herein, is $1,002.50 per $1,000 principal amount. As of December 1, 2008, there was $195,000,000 in aggregate principal amount outstanding, resulting in an aggregate maximum purchase price of $195,487,500. The amount of the filing fee, calculated in accordance with Section 13(e) of the Securities Exchange Act of 1934, as amended, equals $39.30 per million of the transaction valuation. | |
þ | 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. |
Amount Previously Paid: |
$7,683 | Filing party: | Digital River, Inc. | |||
Form or Registration No.: |
SC TO-I/005-55021 | Date filed: | December 4, 2008 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third party tender offer subject to Rule 14d-1. | |
þ | 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. |
ITEMS 1 THROUGH 11. | ||||||||
ITEM 12. EXHIBITS. | ||||||||
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX |
Exhibit | ||
Number | Description | |
(a)(1)(A)
|
Company Notice to Holders of the 1.25% Convertible Senior Notes due 2024 issued by the Company, dated December 4, 2008.* | |
(a)(5)(A)
|
Press Release issued by the Company on December 4, 2008 (incorporated by reference to Exhibit 99.1 to the Companys Form 8-K (SEC File No. 000-24643) filed on December 4, 2008). | |
(a)(5)(B)
|
Press Release issued by the Company on January 5, 2009 (incorporated by reference to Exhibit 99.1 to the Companys Form 8-K (SEC File No. 000-24643) filed on January 5, 2009). | |
(d)(1)
|
Indenture dated as of June 1, 2004, between the Company and Wells Fargo Bank, National Association, as trustee, relating to the 1.25% Convertible Senior Notes due 2024 (incorporated by reference to the Companys Form 8-K (SEC File No. 000-24643) filed on July 13, 2004. | |
(g)
|
None. | |
(h)
|
None. |
* | Previously filed. |
DIGITAL RIVER, INC. |
||||
By: | /s/ Thomas M. Donnelly | |||
Name: | Thomas M. Donnelly | |||
Title: | Chief Financial Officer |
Exhibit | ||
Number | Description | |
(a)(1)(A)
|
Company Notice to Holders of the 1.25% Convertible Senior Notes due 2024 issued by the Company, dated December 4, 2008.* | |
(a)(5)(A)
|
Press Release issued by the Company on December 4, 2008 (incorporated by reference to Exhibit 99.1 to the Companys Form 8-K (SEC File No. 000-24643) filed on December 4, 2008). | |
(a)(5)(B)
|
Press Release issued by the Company on January 5, 2009 (incorporated by reference to Exhibit 99.1 to the Companys Form 8-K (SEC File No. 000-24643) filed on January 5, 2009). | |
(d)(1)
|
Indenture dated as of June 1, 2004, between the Company and Wells Fargo Bank, National Association, as trustee, relating to the 1.25% Convertible Senior Notes due 2024 (incorporated by reference to the Companys Form 8-K (SEC File No. 000-24643) filed on July 13, 2004. | |
(g)
|
None. | |
(h)
|
None. |
* | Previously filed. |