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Friday, 02/27/2015 6:07:26 PM

Friday, February 27, 2015 6:07:26 PM

Post# of 113
DDDC Tender offer.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10519414

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




deltathree, Inc.

(Name of Subject Company (Issuer))




D4 Holdings, LLC

(Name of Filing Persons (Offeror))

a wholly-owned subsidiary of




COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

24783N-10-2

(CUSIP Number of Class of Securities)






D4 Holdings, LLC

349-L Copperfield Blvd. #407

Concord, NC 28025

(704) 260-3304

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




CALCULATION OF FILING FEE



Transaction Valuation Amount Of Filing Fee
Not Applicable* Not Applicable*



* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.







¨ 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: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A


x 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.

x 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 filing relates solely to preliminary communications made before the commencement of a planned tender offer by D4 Holdings, LLC (“D4 Holdings”), for all of the outstanding common stock of Deltathree, Inc. (the “Company”), as generally described in the Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015 attached as Exhibit 99.1 hereto (the “proposal letter”).

The tender offer for the outstanding common stock of the Company referred to in the proposal letter filed herewith has not yet commenced. The proposal letter is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of common stock of the Company will be made pursuant to an offer to purchase and related materials that D4 Holdings intends to file with the SEC. When the offer is commenced, D4 Holdings will file a tender offer statement on Schedule TO with the SEC, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer . Those materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by D4 Holdings.






Exhibit Index



Exh ibit


Description

99.1 Letter from D4 Holdings, LLC to the Board of Directors of the Company dated February 25, 2015





D4 HOLDINGS, LLC

349-L Copperfield Blvd., #407, Concord, North Carolina 28025





February 25, 2015



Board of Directors

deltathree, Inc.

1 Bridge Plaza, Suite #275

Fort Lee, New Jersey 07024



Re: Acquisition of Shares of deltathree, Inc. (the “ Company ”)



Gentlemen:



I am pleased to inform you that D4 Holdings, LLC (“D4”), which owns a majority of the Company’s outstanding shares, intends to commence a tender offer to purchase the outstanding shares of common stock of the Company not already owned by D4 at a purchase price of $0.01 per share in cash.



The tender offer will be conditioned upon, among other things, approval by a special committee of the Board consisting of independent directors of the Company and the tender of a majority of the shares of the Company not owned by D4 or the officers or directors of the Company (i.e., a “majority of the minority”). We intend to cause any common stock not acquired by D4 during the tender offer to be acquired in a subsequent “short form” merger at the same price per share offered in the tender offer, and that the short form merger will be effected promptly following the consummation of the offer. D4 reserves the right to effect a long form merger if we deem it to be required or preferable. In any event, the merger consideration will also be $0.01 per share in cash. D4 will pay the cash consideration required for the tender offer and merger from its own funds; accordingly there will be no financing contingency.



As you are aware, the Company has been in financial distress for some time. In its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 the Company reported that “there is substantial doubt about the Company’s ability to continue as a going concern,” noting that, as of September 30, 2014, “the Company had negative working capital equal to approximately $8.3 million as well as negative stockholders’ equity equal to approximately $8.2 million.” The Company is currently in default under its forbearance agreements with D4 and the ACN Entities, as that term is defined in the referenced Form 10-Q, and in our view is unlikely to be able to pay those debts. Given the ongoing challenges to the Company’s business, D4 is not willing to enter into further forbearance arrangements or to provide additional financing to the Company. Accordingly, D4 submits that the offer proposed in this letter is the best and last opportunity for the Company’s stockholders to monetize the value of their shares. This is particularly true in view of the poor prospects for the Company and the extremely limited trading market that now exists for the shares on the OTC Pink market.






Board of Directors

deltathree, Inc.

February 25, 2015

Page 2



D4, in its capacity as majority stockholder of the Company, is presently not interested in either selling its shares of the Company or voting in favor of any alternative transaction, including a merger or sale of the Company’s assets or business or similar transaction.



We intend to commence our tender offer within three to four weeks. As noted above, we expect that the Company’s board of directors will form a special committee consisting of independent directors to consider our proposal and to make a recommendation to the Company’s stockholders with respect to the offer – as required by SEC rules. We understand that the special committee may, at its discretion, consult its own advisors to assist in its review of the offer and the development of its recommendation.



Please be aware that this proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner.



We look forward to hearing from you promptly regarding this letter.


D4 HOLDINGS, LLC

By: PRAESCIENT, LLC, its Manager

By: /s/ Robert Stevanovski
Name: Robert Stevanovski
Title: Authorized Signatory



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