UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

EPICOR SOFTWARE CORPORATION

(Name of Subject Company (Issuer))

EPICOR SOFTWARE CORPORATION

(Name of Filing Person (Issuer))

2.375% Convertible Senior Notes Due 2027

(Title of Class of Securities)

29426L AA6

(CUSIP Number of Class of Securities)

Pervez Qureshi

President and Chief Executive Officer

Epicor Software Corporation

7683 Southfront Road,

Livermore, California 94551

(949) 585-4000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With a copy to:

Joshua N. Korff, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Tel: (212) 446-4800

Fax: (212) 446-4900

CALCULATION OF FILING FEE

 

Transaction Valuation*:		Amount of Filing Fee**:
$230,531,300		$26,764.69

 

*	Calculated solely for purposes of determining the filing fee. The purchase price of the 2.375% Convertible Senior Notes Due 2027 (the “Securities”), as described herein, is approximately $1,002.31 per $1,000 principal amount at maturity outstanding. As of May

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19, 2011, there was $230,000,000 in aggregate principal amount at maturity of Notes outstanding, resulting in an aggregate maximum purchase price of $230,531,300.

 

**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $116.10 for each $1,000,000 of the value of the transaction.

 

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.

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Amount Previously Paid: $26,764.69		Filing Party: Epicor Software Corporation
Form or Registration No.: 005-43389		Date Filed: May 20, 2011

Check the appropriate boxes to designate any transactions to which the statement relates:

 

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

 

þ	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:  þ

 

 

 

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INTRODUCTORY STATEMENT

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO-I (the “Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2011, by Epicor Software Corporation, a Delaware corporation (the “Company”). The Schedule TO was filed by the Company, with respect to the right of each holder (the “Holder”) of the Company’s 2.375% Convertible Senior Notes due 2027 (the “Notes”) to require the Company to purchase, and the obligation of the Company to purchase, each $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but excluding, June 20, 2011( the “Fundamental Change Repurchase Date”), pursuant to the terms and conditions of the Fundamental Change Notice and Offer to Purchase, dated May 20, 2011 (as it may be amended and supplemented from time to time, the “Fundamental Change Notice”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, the Indenture and the Notes.

The Schedule TO was, and this Amendment No. 1 is being, filed in satisfaction of the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

The information set forth in the Schedule TO, including the Fundamental Change Notice, is incorporated in this Amendment No. 1 by reference, except that such information is hereby amended and supplemented to the extent specifically provided herein.

All capitalized terms used in this Amendment No. 6 without definition have the meanings ascribed to them in the Offer to Purchase.

Item 4. Terms of the Transaction.

Item 4(a) of the Tender Offer Statement is hereby amended to add the following:

The cash tender offer, which commenced on May 20, 2011, expired at 11:59 p.m., New York City time, on Friday, June 17, 2011 (the “Exercise Expiration Date”). Subject to the terms and conditions of the Fundamental Change Notice, the Company accepted for purchase all Notes that had been validly surrendered and not validly withdrawn prior to Exercise Expiration Date, in the principal aggregate amount of approximately $230.0 million, representing 99.99% of all Notes outstanding Notes.

The Company promptly deposited with the Paying Agent, prior to 11:00 a.m., New York City time, on the Fundamental Change Repurchase Date, an amount of cash sufficient to pay for the surrendered Notes validly tendered and not validly withdrawn prior to the Exercise Expiration Date, and the Paying Agent promptly distributed the payment to its participants in accordance with the procedures as outlined in the Fundamental Change Notice after the later of the Fundamental Change Repurchase Date and the book-entry transfer of the applicable Notes.

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SIGNATURE

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.

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)(A)		Fundamental Change Notice and Offer to Purchase to Holders of 2.375% Convertible Senior Notes Due 2027, dated May 20, 2011.*
(a)(1)(B)		Notice of Repurchase Right, Payment Upon Conversion in Cash and Entry Into Supplemental Indenture to Holders of Convertible Notes Of Epicor Software Corporation, dated May 20, 2011.*
(b)		Not applicable.
(d)(1)		Form of Indenture, between the Company, U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-3, filed on May 1, 2007.
(d)(2)		First Supplemental Indenture, dated as of May 8, 2007, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 14, 2007.
(d)(2)		Second Supplemental Indenture, dated as of May 16, 2011, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K, filed on May 17, 2011.
(d)(4)		Agreement and Plan of Merger, dated as of April 4, 2011, by and among Eagle Parent, Inc., Element Merger Sub, Inc. and Epicor Software Corporation, is incorporated by reference to Exhibit 2.1 to the Form 8-K filed by on April 6, 2011.
(g)		Not applicable.
(h)		Not applicable.

 

*	Previously filed.