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

SCHEDULE TO (Amendment No. 2)

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

Pinnacle Content Holdings, Inc. (Name of Subject Company (Issuer))

Common Stock, par value $0.001 per share (Title of Class of Securities)

CIK: 0001847263

Aurelius Media Holdings LLC Aurelius Global Media Group PLC (Names of Filing Persons (Offerors))

Names and Addresses of Filing Persons (Offerors):

(1) Aurelius Media Holdings LLC c/o Cascade Systems 160 Greentree Drive, Suite 101 Dover, DE 19904 Delaware File Number: 7894512

Aurelius Media Holdings LLC is a Delaware limited liability company whose sole member is Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales.

(2) Aurelius Global Media Group PLC 44 Lombard Crescent London EC3V 9BQ United Kingdom Registered Number (England and Wales): 08541276 London Stock Exchange Ticker: LON: AGMG

Check here if the filing relates to a preliminary communication made before the commencement of a tender offer.

Check here if any of the filing persons are affiliates of the subject company.

Check here if this is an amendment to the Schedule TO.

INTRODUCTORY STATEMENT

This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission (the "SEC") on September 8, 2021 (the "Original Schedule TO"), as previously amended by Amendment No. 1 filed with the SEC on October 6, 2021 ("Amendment No. 1" and, together with the Original Schedule TO, the "Prior Filings"), by Aurelius Media Holdings LLC, a Delaware limited liability company ("AMH LLC"), and Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales ("Aurelius" and, together with AMH LLC, the "Offerors").

The Schedule TO relates to the offer by AMH LLC, a wholly owned subsidiary of Aurelius, to purchase up to 6,980,050 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company"), at a price of $4.01 per share, net to the seller in cash, without interest and subject to applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 2021 (the "Offer to Purchase"), a copy of which was filed as Exhibit (a)(1)(A) to the Original Schedule TO, and the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which was filed as Exhibit (a)(1)(B) to the Original Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

The aggregate value of the Offer, assuming all 6,980,050 Shares sought were tendered at the Offer Price, was approximately $28,000,000 (6,980,050 shares × $4.01 per share = $27,989,000.50). The 6,980,050 Shares sought in the Offer represented approximately 34.9% of the 20,000,000 shares of Common Stock outstanding as of September 8, 2021, based on information provided by Pinnacle in its most recently filed Quarterly Report on Form 10-Q. The Offer Price of $4.01 per share represented a premium of approximately 17.25% over the undisturbed closing price of $3.42 per share of Pinnacle Common Stock on the Nasdaq Stock Market on August 27, 2021, the last full trading day prior to the public announcement of the Offer.

Continental Fiduciary Services, Inc. served as the depositary (the "Depositary") for the Offer. Ridgeway Proxy Advisors LLC served as the information agent (the "Information Agent") for the Offer.

Except as specifically amended or supplemented by this Amendment, all terms, conditions, and other information set forth in the Original Schedule TO and Amendment No. 1 remain in full force and effect and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Offer to Purchase.

The purpose of this Amendment is to disclose the expiration of the extended offer period, the non-satisfaction of the Minimum Tender Condition (as defined below), the lapse of the Offer without acceptance of any tendered Shares for payment, and certain related matters.

ITEMS AMENDED

The following Items of the Schedule TO are hereby amended and supplemented as set forth below.

Item 1. Summary Term Sheet.

Item 1 of the Schedule TO is hereby amended and supplemented to add the following disclosure:

The Offer to Purchase included a Summary Term Sheet that described the material terms of the Offer. The Summary Term Sheet is hereby supplemented to reflect the following material developments: (i) the extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021; (ii) the Minimum Tender Condition was not satisfied, as approximately 1,420,000 Shares were validly tendered and not withdrawn, which was substantially below the 5,000,000-share minimum threshold; (iii) the Offerors did not waive the Minimum Tender Condition; (iv) the Offer has lapsed without acceptance of any tendered Shares for payment; and (v) all tendered Shares have been returned to the tendering holders by the Depositary. Additional information concerning the expiration and lapse of the Offer is set forth below under Items 4, 7, 8, and 11 of this Amendment.

Item 4. Terms of the Transaction.

(a) Material Changes to the Terms.

Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:

Extension of Offer Period. The initial 20-business-day offer period commenced on September 8, 2021 and was scheduled to expire at 12:00 midnight, Eastern Time, at the end of October 8, 2021. On October 8, 2021, the Offerors extended the expiration date of the Offer through 12:00 midnight, Eastern Time, at the end of November 5, 2021 (the "Extended Expiration Date"), as disclosed in Amendment No. 1 and a related press release filed with the SEC on October 8, 2021.

Expiration of the Extended Offer Period. The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021, as previously scheduled. The Offerors did not further extend the offer period beyond the Extended Expiration Date.

Tender Results. As of November 2, 2021 (the most recent practicable date prior to the Extended Expiration Date for which information was available from the Depositary), based on information provided by the Depositary, Continental Fiduciary Services, Inc., approximately 1,420,000 Shares of Pinnacle Common Stock had been validly tendered and not withdrawn in the Offer. The approximately 1,420,000 Shares tendered represented approximately 7.1% of the 20,000,000 Shares of Common Stock of Pinnacle outstanding as of the date of the Original Schedule TO. The Offerors are not aware of any material change in the number of tendered Shares between November 2, 2021 and the Extended Expiration Date.

Non-Satisfaction of the Minimum Tender Condition. As set forth in Section 15 of the Offer to Purchase, the Offer was conditioned upon, among other things, a minimum of 5,000,000 Shares (representing approximately 25.0% of Pinnacle's outstanding Common Stock) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Tender Condition"). The Minimum Tender Condition was not satisfied, as the approximately 1,420,000 Shares tendered were substantially below the 5,000,000-Share threshold required by the Minimum Tender Condition. The shortfall between the number of Shares validly tendered and not withdrawn and the Minimum Tender Condition was approximately 3,580,000 Shares.

Decision Not to Waive. The Offerors did not waive the Minimum Tender Condition. As disclosed in the Offer to Purchase, the Minimum Tender Condition was not subject to waiver by the Offerors in their sole discretion, but rather was a non-waivable condition of the Offer that was integral to the Offerors' stated purpose of acquiring a significant minority position in Pinnacle sufficient to seek board representation and influence over the Company's strategic direction.

Lapse of the Offer. Accordingly, the Offer has lapsed without acceptance of any tendered Shares for payment. No consideration has been paid or is payable to any holder who tendered Shares in the Offer. All Shares that were tendered in connection with the Offer have been returned to the respective tendering holders by the Depositary.

No Further Extension. The Offerors have not further extended the offer period beyond the Extended Expiration Date. The Offer is no longer open for acceptance by holders of Pinnacle Common Stock.

Non-Withdrawal / Non-Termination.

Notwithstanding the foregoing, the Offerors have not formally withdrawn or terminated the Offer pursuant to Rule 14d-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer has lapsed without acceptance but remains neither consummated nor formally withdrawn as of the date of this Amendment.

The Offerors reserve all rights under the Offer, including, without limitation, the right to amend, extend, or revive the Offer, or to formally withdraw the Offer, at any time and from time to time in accordance with applicable law, including the applicable provisions of Regulation 14D and Regulation 14E under the Exchange Act. Any such action will be disclosed by the Offerors in accordance with applicable SEC rules and regulations, including, where required, through the filing of additional amendments to this Schedule TO.

No assurance can be given that the Offerors will take any such action, and the Offerors have made no decision as of the date of this Amendment as to whether to amend, extend, revive, or formally withdraw the Offer.

Item 7. Source and Amount of Funds or Other Consideration.

Item 7 of the Schedule TO is hereby amended and supplemented as follows:

As disclosed in the Original Schedule TO, the source of funds for the Offer was to be a $30,000,000 senior secured term loan facility (the "Credit Facility") from Brindoval National Bank, N.A. ("Brindoval"), pursuant to a commitment letter dated August 20, 2021 (reference number CL-2021-MTC-00487) (the "Commitment Letter"), a copy of which was filed as Exhibit (b)(1) to the Original Schedule TO. Under the terms of the Commitment Letter, AMH LLC was to serve as borrower and Aurelius was to serve as guarantor of all obligations under the Credit Facility.

The material terms of the Credit Facility, as set forth in the Commitment Letter, included the following:

• Facility Amount: $30,000,000 senior secured term loan

• Borrower: Aurelius Media Holdings LLC

• Guarantor: Aurelius Global Media Group PLC

• Interest Rate: LIBOR + 3.25% per annum, with a 0.50% LIBOR floor

• Maturity: Three (3) years from the date of initial funding

• Commitment Fee: 0.50% per annum on undrawn committed amounts (equal to $150,000 per year on the full $30,000,000 commitment)

• Security: First-priority pledge of all Shares of Pinnacle Common Stock acquired by AMH LLC

Because the Offer lapsed without acceptance of any tendered Shares for payment, no funds were drawn under the Credit Facility in connection with the Offer. No disbursements of any kind were made from the Credit Facility, and the financing facility was not utilized for any purpose related to the Offer.

As of the date of this Amendment, the Commitment Letter remains outstanding and in effect. The commitment under the Commitment Letter is currently scheduled to expire on December 31, 2021, subject to the extension provisions contained therein. The Offerors have not drawn down any amounts under the Credit Facility, and no amounts are currently outstanding. The Offerors have made no decision as of the date of this Amendment as to whether to extend, amend, or terminate the Commitment Letter.

Item 8. Interest in Securities of the Subject Company.

Item 8 of the Schedule TO is hereby amended and supplemented as follows:

Pre-Offer Purchases. As previously disclosed in the Original Schedule TO and in the Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, prior to the commencement of the Offer, AMH LLC acquired 980,000 Shares of Pinnacle Common Stock through a series of open-market purchases effected on the Nasdaq Stock Market between June 1, 2021 and August 25, 2021, at an average purchase price of $3.28 per Share, for an aggregate cost of approximately $3,214,400. These 980,000 Shares represent approximately 4.9% of the 20,000,000 Shares of Pinnacle Common Stock outstanding as of the date of the Original Schedule TO.

Current Beneficial Ownership. As a result of the lapse of the Offer without acceptance of any tendered Shares for payment, the Offerors' beneficial ownership of Pinnacle Common Stock remains unchanged at 980,000 Shares, representing approximately 4.9% of Pinnacle's outstanding Common Stock. No additional Shares of Pinnacle Common Stock were acquired by the Offerors, or any of their respective affiliates, directors, officers, partners, or members, during the offer period (including the extended offer period). No dispositions of Shares of Pinnacle Common Stock were made by the Offerors or any of their affiliates during the offer period.

Hypothetical Post-Offer Ownership. For informational purposes, if the Offer had been fully subscribed and consummated (i.e., if 6,980,050 Shares had been validly tendered and not withdrawn, and the Minimum Tender Condition and all other conditions to the Offer had been satisfied or waived), the Offerors would have owned an aggregate of 7,960,050 Shares of Pinnacle Common Stock (consisting of 980,000 Shares previously acquired through open-market purchases plus 6,980,050 Shares acquired through the Offer), representing approximately 39.8% of the 20,000,000 Shares of Pinnacle Common Stock outstanding.

Schedule 13D. The Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, disclosing AMH LLC's beneficial ownership of 980,000 Shares (4.9%) of Pinnacle Common Stock, remains on file and has not been amended since its original filing. The Offerors' obligations to amend the Schedule 13D under Rule 13d-2 under the Exchange Act remain in effect, and the Offerors will file any required amendments in accordance with applicable law.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

Item 9 of the Schedule TO is hereby amended and supplemented as follows:

In connection with the Offer, the Offerors retained the following persons, each of whom provided services in connection with the Offer:

Financial Advisor. Strathmore Corporation Harcourt Partners, with offices at 280 Park Avenue, 18th Floor, New York, NY 10017, served as financial advisor to Aurelius in connection with the Offer. Genevieve Tran, Managing Director, Cross-Border M&A, served as the lead banker for the engagement. Pursuant to the terms of the engagement letter between Aurelius and Strathmore Corporation Harcourt Partners, Strathmore Corporation Harcourt Partners received a commencement fee of $400,000 upon the launch of the Offer, payable upon the initial filing of the Schedule TO with the SEC. A success fee of $600,000 was contingent upon the acceptance by the Offerors of tendered Shares for payment and the consummation of the Offer. Because the Offer lapsed without acceptance, the success fee has not been earned and is not payable. In addition, Aurelius has agreed to reimburse Strathmore Corporation Harcourt Partners for its reasonable out-of-pocket expenses and to indemnify Strathmore Corporation Harcourt Partners and its affiliates against certain liabilities and expenses, including liabilities under the federal securities laws.

Depositary. Continental Fiduciary Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, served as Depositary for the Offer. Lisa Pryor, Vice President, Corporate Actions, served as the primary contact at Continental Fiduciary Services, Inc. The Depositary received customary compensation for its services and was reimbursed for its reasonable out-of-pocket expenses. In addition, the Offerors agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offer, including liabilities under the federal securities laws.

Information Agent. Ridgeway Proxy Advisors LLC, with offices at 105 Madison Avenue, Suite 1200, New York, NY 10016, served as Information Agent for the Offer. Martin Cheswick, Senior Managing Director, served as the primary contact at Ridgeway Proxy Advisors LLC. The Information Agent received customary compensation for its services and was reimbursed for its reasonable out-of-pocket expenses. In addition, the Offerors agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer.

U.S. Legal Counsel. Calderwood & Harkness LLP, with offices at 787 Seventh Avenue, 42nd Floor, New York, NY 10019, served as U.S. M&A counsel to the Offerors in connection with the Offer. James Prentice served as the responsible partner for the engagement. Calderwood & Harkness LLP received customary fees for its legal services and reimbursement for its reasonable out-of-pocket expenses.

English Law Counsel. Dunmore Asset Advisors Chambers LLP, with offices at 12 King's Bench Walk, London EC4Y 7EL, United Kingdom, served as English law counsel to Aurelius in connection with the Offer, including with respect to matters of English corporate law, regulatory matters, and the London Stock Exchange listing requirements applicable to Aurelius. Alistair Drummond served as the lead partner for the engagement. Dunmore Asset Advisors Chambers LLP received customary fees for its legal services and reimbursement for its reasonable out-of-pocket expenses.

Except as described above and as previously disclosed in the Original Schedule TO and Amendment No. 1, no persons or assets have been retained, employed, compensated, or used in connection with the Offer.

Item 10. Financial Statements.

Not applicable. As disclosed in the Original Schedule TO, the Offerors have determined that the financial condition of the Offerors is not material to a decision by holders of Pinnacle Common Stock whether to tender their Shares in the Offer because: (i) the Offer was made for less than 100% of the outstanding Shares of Pinnacle Common Stock; (ii) the consideration for the Offer consisted solely of cash; and (iii) the Offerors had adequate financial resources to fund the Offer, as evidenced by the Commitment Letter from Brindoval National Bank, N.A. Accordingly, no financial statements of the Offerors have been included in this Amendment. There is no change to this Item from the Original Schedule TO.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

HSR Act Clearance.

As previously disclosed in the Original Schedule TO, on August 30, 2021, the Offerors filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated thereunder, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), with respect to the proposed acquisition of Shares of Pinnacle Common Stock pursuant to the Offer. The HSR Act filing was assigned Transaction Number 20211892. The applicable filing fee was $45,000.

On September 15, 2021, the FTC granted early termination of the initial 30-day waiting period applicable to the Offer under the HSR Act. No second request for additional information or documentary material was issued by either the FTC or the DOJ in connection with the Offer. Accordingly, the HSR Act condition to the Offer, as described in Section 15 of the Offer to Purchase, was satisfied.

SEC Comment Letter and Amendment No. 1.

On September 22, 2021, the Staff of the SEC Division of Corporation Finance, Office of Mergers and Acquisitions (the "Staff"), issued a comment letter to the Offerors containing four comments regarding the disclosure in the Original Schedule TO and the Offer to Purchase. The Staff reviewer was Katherine Wylie, Special Counsel. The comments related to the following topics:

1. Board Representation. The Staff requested supplemental disclosure regarding Aurelius's stated intent to seek board representation at Pinnacle following the potential consummation of the Offer, including the specific number of board seats the Offerors intended to seek, the identity of any proposed director candidates, and any plans or proposals that the Offerors had formulated with respect to Pinnacle's business, corporate structure, management, or capitalization.

2. Financing Conditions. The Staff requested clarification of the conditions contained in the Commitment Letter from Brindoval National Bank, N.A., and whether any condition to the availability of financing under the Credit Facility could independently cause the Offer to be terminated or not consummated.

3. Existing Media Holdings and HSR Implications. The Staff requested additional disclosure regarding Aurelius's existing media holdings and the competitive landscape, including whether the acquisition of Shares of Pinnacle Common Stock pursuant to the Offer could give rise to any antitrust concerns or require any governmental approvals beyond the HSR Act notification, particularly in light of Aurelius's existing portfolio of media and content production assets in the United Kingdom and the European Union.

4. Proration Mechanics and Withdrawal Rights. The Staff requested clarification of the proration mechanics described in the Offer to Purchase, including the method by which Shares would be selected for purchase on a pro rata basis in the event that more than 6,980,050 Shares were validly tendered, and additional disclosure regarding the withdrawal rights of tendering holders.

The Offerors responded to all four Staff comments in a letter dated October 5, 2021, and filed Amendment No. 1 to the Schedule TO on October 6, 2021, which included amended and supplemented disclosure in the Offer to Purchase and the Schedule TO responsive to the Staff's comments.

Pinnacle Board Recommendation and Shareholder Rights Plan.

On September 10, 2021, Pinnacle filed a preliminary Solicitation/Recommendation Statement on Schedule 14D-9 (the "Preliminary 14D-9") with the SEC, pursuant to Rule 14d-9 under the Exchange Act.

On September 29, 2021, the Board of Directors of Pinnacle (the "Pinnacle Board") adopted a Section 382 Net Operating Loss Preservation Shareholder Rights Plan (the "Rights Plan" or "Poison Pill"), with the following material terms:

• Rights Agent: Continental Fiduciary Services, Inc.

• Trigger Threshold: 35.0% beneficial ownership of outstanding Pinnacle Common Stock

• Exercise Price: $18.00 per right

• Term: Three (3) years, expiring September 29, 2024

The Pinnacle Board adopted the Rights Plan in connection with, and cited as justification for, Pinnacle's approximately $47,300,000 in estimated federal net operating loss carryforwards (the "NOLs"), which the Pinnacle Board determined constituted a significant corporate asset. The Pinnacle Board stated that the Rights Plan was designed to protect shareholders by reducing the likelihood that the Company's ability to use its NOLs to offset future taxable income would be substantially limited as a result of an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. The 35.0% trigger threshold was set at a level that, if reached by the Offerors through consummation of the Offer and when combined with AMH LLC's pre-existing 4.9% ownership stake, would have triggered the Rights Plan, as the Offerors' aggregate ownership following a fully subscribed Offer would have been approximately 39.8%.

On October 1, 2021, Pinnacle filed its definitive Solicitation/Recommendation Statement on Schedule 14D-9 (the "Definitive 14D-9") with the SEC. In the Definitive 14D-9, the Pinnacle Board recommended that Pinnacle shareholders NOT tender their Shares in the Offer. The Pinnacle Board's recommendation was based on, among other things: (i) the Pinnacle Board's belief that the Offer Price of $4.01 per share did not adequately reflect the intrinsic value of Pinnacle's Common Stock; (ii) the potential adverse effect of the Offer on the Company's ability to utilize its NOLs; (iii) the Pinnacle Board's concern regarding the Offerors' stated intention to seek board representation and influence over the Company's strategic direction; and (iv) the advice of Pinnacle's financial and legal advisors.

Pinnacle was advised in connection with the Offer by Hargrove Meredith & Co. (financial advisor), with Nathaniel Pace, Managing Director, Media & Entertainment Group, serving as lead banker, and Caldwell Burris & Shoemaker LLP (legal counsel), with Rebecca Fontaine serving as lead partner.

Expiration and Lapse of the Offer.

The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021. The Offerors did not further extend the offer period beyond the Extended Expiration Date.

As of November 2, 2021, based on information provided by the Depositary, approximately 1,420,000 Shares of Pinnacle Common Stock had been validly tendered and not withdrawn. The Minimum Tender Condition, which required that a minimum of 5,000,000 Shares (representing approximately 25.0% of Pinnacle's outstanding Common Stock) be validly tendered and not withdrawn prior to the expiration of the Offer, was not satisfied. The approximately 1,420,000 Shares tendered fell approximately 3,580,000 Shares short of the 5,000,000-Share minimum required by the Minimum Tender Condition.

Because the Minimum Tender Condition was not satisfied and was not waived by the Offerors, the Offer has lapsed without acceptance of any tendered Shares for payment. No consideration has been paid or is payable to any holder who tendered Shares in the Offer. All Shares that were tendered in connection with the Offer have been returned to the respective tendering holders by the Depositary, Continental Fiduciary Services, Inc.

The Offer has NOT been formally withdrawn or terminated by the Offerors pursuant to Rule 14d-7 under the Exchange Act. The Offerors reserve all rights under the Offer, including the right to amend, extend, revive, or formally withdraw the Offer at any time in accordance with applicable law.

Ongoing Obligations. The Offerors acknowledge that while the Offer remains in a lapsed but non-withdrawn status, the Offerors remain subject to applicable obligations under Regulation 14D and Regulation 14E under the Exchange Act, including, without limitation, the obligation to file amendments to this Schedule TO to disclose material changes in the information previously disclosed or to correct information that has become materially misleading.

In addition, the Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, with respect to AMH LLC's beneficial ownership of 980,000 Shares (approximately 4.9%) of Pinnacle Common Stock, remains on file and is subject to the amendment obligations set forth in Rule 13d-2 under the Exchange Act. The Offerors will comply with all applicable reporting obligations under the Exchange Act, including any requirement to amend the Schedule 13D promptly upon the occurrence of any material change in the facts set forth therein.

Item 12. Exhibits.

The following exhibits are filed as part of this Amendment or have been previously filed and are incorporated herein by reference:

No new exhibits are filed with this Amendment other than Exhibit (a)(1)(C).

Item 13. Information Required by Schedule 13E-3.

Not applicable. The transaction to which this Schedule TO relates does not involve a going-private transaction within the meaning of Rule 13e-3 under the Exchange Act.

SIGNATURES

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.

Dated: November 12, 2021

AURELIUS MEDIA HOLDINGS LLC

By: Aurelius Global Media Group PLC, its sole member

By: ________

Name: Hugh Pemberton

Title: General Counsel, Aurelius Global Media Group PLC,

as authorized signatory for the sole member of Aurelius Media Holdings LLC

Date: November 12, 2021

AURELIUS GLOBAL MEDIA GROUP PLC

By: ________

Name: Hugh Pemberton

Title: General Counsel

Date: November 12, 2021

EXHIBIT INDEX

EXHIBIT (a)(1)(C)

PRESS RELEASE

Aurelius Media Holdings LLC Announces Lapse of Tender Offer for Shares of Pinnacle Content Holdings, Inc.

LONDON and NEW YORK — November 12, 2021 — Aurelius Media Holdings LLC ("AMH LLC"), a wholly owned subsidiary of Aurelius Global Media Group PLC (LON: AGMG) ("Aurelius"), announced today that its previously disclosed tender offer (the "Offer") to purchase up to 6,980,050 shares (the "Shares") of common stock, par value $0.001 per share, of Pinnacle Content Holdings, Inc. (Nasdaq: PCHL) ("Pinnacle"), at a price of $4.01 per share, net to the seller in cash, without interest and subject to applicable withholding taxes, has lapsed without acceptance of any tendered Shares for payment.

The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021. As of November 2, 2021, the most recent practicable date for which information was available from Continental Fiduciary Services, Inc., the depositary for the Offer, approximately 1,420,000 Shares of Pinnacle common stock had been validly tendered and not withdrawn. The Offer was conditioned upon, among other things, a minimum of 5,000,000 Shares (representing approximately 25.0% of the outstanding shares of Pinnacle common stock) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Tender Condition"). Because the approximately 1,420,000 Shares tendered were substantially below the 5,000,000-Share minimum threshold, the Minimum Tender Condition was not satisfied.

AMH LLC did not waive the Minimum Tender Condition. Accordingly, the Offer has lapsed, and no Shares have been accepted for payment.

All Shares that were tendered in connection with the Offer have been returned to the tendering holders by the depositary, Continental Fiduciary Services, Inc.

The Offer has not been formally withdrawn or terminated. Aurelius and AMH LLC reserve all rights under the Offer, including the right to amend, extend, or revive the Offer, or to formally withdraw the Offer, at any time in accordance with applicable law and the applicable rules and regulations of the Securities and Exchange Commission.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the Offerors' intentions with respect to the Offer, including any potential amendment, extension, revival, or withdrawal of the Offer, and any plans or proposals relating to Pinnacle or its common stock. These forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to: changes in market conditions; changes in the business, operations, financial condition, or prospects of Pinnacle; the actions of the board of directors of Pinnacle; regulatory developments; and other factors described in the filings made by Aurelius and AMH LLC with the Securities and Exchange Commission, including the Schedule TO and any amendments thereto. The Offerors disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Contacts:

Legal Counsel: Calderwood & Harkness LLP 787 Seventh Avenue, 42nd Floor New York, NY 10019

Attention: James Prentice

Investor Contact: Hugh Pemberton General Counsel Aurelius Global Media Group PLC 44 Lombard Crescent London EC3V 9BQ United Kingdom

Information Agent: Ridgeway Proxy Advisors LLC 105 Madison Avenue, Suite 1200 New York, NY 10016

Attention: Martin Cheswick

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer described in this announcement was made solely pursuant to the Offer to Purchase dated September 8, 2021, and the related Letter of Transmittal, as amended and supplemented from time to time, copies of which were filed with the SEC and delivered to holders of Pinnacle common stock.

Filed:	November 12, 2021
SEC File No.:	005-92847
Subject Company:	Pinnacle Content Holdings, Inc.
Ticker / Exchange:	Nasdaq: PCHL
CIK of Subject Company:	0001847263
Subject Company Address:	2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502
Exhibit No.	Description	Status
(a)(1)(A)	Offer to Purchase, dated September 8, 2021	Previously filed with Original Schedule TO on September 8, 2021
(a)(1)(B)	Letter of Transmittal	Previously filed with Original Schedule TO on September 8, 2021
(a)(1)(C)	Press Release dated November 12, 2021, announcing lapse of Offer	Filed herewith
(b)(1)	Commitment Letter from Brindoval National Bank, N.A., dated August 20, 2021 (Reference No. CL-2021-MTC-00487)	Previously filed with Original Schedule TO on September 8, 2021
(d)(1)	Depositary Agreement with Continental Fiduciary Services, Inc., dated September 8, 2021	Previously filed with Original Schedule TO on September 8, 2021
(d)(2)	Information Agent Agreement with Ridgeway Proxy Advisors LLC	Previously filed with Original Schedule TO on September 8, 2021
Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 8, 2021 (previously filed)
(a)(1)(B)	Letter of Transmittal (previously filed)
(a)(1)(C)	Press Release dated November 12, 2021, announcing lapse of Offer (filed herewith)
(b)(1)	Commitment Letter from Brindoval National Bank, N.A., dated August 20, 2021 (Reference No. CL-2021-MTC-00487) (previously filed)
(d)(1)	Depositary Agreement with Continental Fiduciary Services, Inc., dated September 8, 2021 (previously filed)
(d)(2)	Information Agent Agreement with Ridgeway Proxy Advisors LLC (previously filed)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE TO (Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Pinnacle Content Holdings, Inc. (Name of Subject Company (Issuer))
Common Stock, par value $0.001 per share (Title of Class of Securities)
CIK: 0001847263
Aurelius Media Holdings LLC Aurelius Global Media Group PLC (Names of Filing Persons (Offerors))
Names and Addresses of Filing Persons (Offerors):
(1) Aurelius Media Holdings LLC c/o Cascade Systems 160 Greentree Drive, Suite 101 Dover, DE 19904 Delaware File Number: 7894512
Aurelius Media Holdings LLC is a Delaware limited liability company whose sole member is Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales.
(2) Aurelius Global Media Group PLC 44 Lombard Crescent London EC3V 9BQ United Kingdom Registered Number (England and Wales): 08541276 London Stock Exchange Ticker: LON: AGMG
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Check here if this is an amendment to the Schedule TO.
INTRODUCTORY STATEMENT
This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission (the "SEC") on September 8, 2021 (the "Original Schedule TO"), as previously amended by Amendment No. 1 filed with the SEC on October 6, 2021 ("Amendment No. 1" and, together with the Original Schedule TO, the "Prior Filings"), by Aurelius Media Holdings LLC, a Delaware limited liability company ("AMH LLC"), and Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales ("Aurelius" and, together with AMH LLC, the "Offerors").
The Schedule TO relates to the offer by AMH LLC, a wholly owned subsidiary of Aurelius, to purchase up to 6,980,050 shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock"), of Pinnacle Content Holdings, Inc., a Delaware corporation ("Pinnacle" or the "Company"), at a price of $4.01 per share, net to the seller in cash, without interest and subject to applicable withholding taxes (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 8, 2021 (the "Offer to Purchase"), a copy of which was filed as Exhibit (a)(1)(A) to the Original Schedule TO, and the related Letter of Transmittal (the "Letter of Transmittal"), a copy of which was filed as Exhibit (a)(1)(B) to the Original Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
The aggregate value of the Offer, assuming all 6,980,050 Shares sought were tendered at the Offer Price, was approximately $28,000,000 (6,980,050 shares × $4.01 per share = $27,989,000.50). The 6,980,050 Shares sought in the Offer represented approximately 34.9% of the 20,000,000 shares of Common Stock outstanding as of September 8, 2021, based on information provided by Pinnacle in its most recently filed Quarterly Report on Form 10-Q. The Offer Price of $4.01 per share represented a premium of approximately 17.25% over the undisturbed closing price of $3.42 per share of Pinnacle Common Stock on the Nasdaq Stock Market on August 27, 2021, the last full trading day prior to the public announcement of the Offer.
Continental Fiduciary Services, Inc. served as the depositary (the "Depositary") for the Offer. Ridgeway Proxy Advisors LLC served as the information agent (the "Information Agent") for the Offer.
Except as specifically amended or supplemented by this Amendment, all terms, conditions, and other information set forth in the Original Schedule TO and Amendment No. 1 remain in full force and effect and are incorporated herein by reference. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Offer to Purchase.
The purpose of this Amendment is to disclose the expiration of the extended offer period, the non-satisfaction of the Minimum Tender Condition (as defined below), the lapse of the Offer without acceptance of any tendered Shares for payment, and certain related matters.
ITEMS AMENDED
The following Items of the Schedule TO are hereby amended and supplemented as set forth below.
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO is hereby amended and supplemented to add the following disclosure:
The Offer to Purchase included a Summary Term Sheet that described the material terms of the Offer. The Summary Term Sheet is hereby supplemented to reflect the following material developments: (i) the extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021; (ii) the Minimum Tender Condition was not satisfied, as approximately 1,420,000 Shares were validly tendered and not withdrawn, which was substantially below the 5,000,000-share minimum threshold; (iii) the Offerors did not waive the Minimum Tender Condition; (iv) the Offer has lapsed without acceptance of any tendered Shares for payment; and (v) all tendered Shares have been returned to the tendering holders by the Depositary. Additional information concerning the expiration and lapse of the Offer is set forth below under Items 4, 7, 8, and 11 of this Amendment.
Item 4. Terms of the Transaction.
(a) Material Changes to the Terms.
Item 4(a) of the Schedule TO is hereby amended and supplemented as follows:
Extension of Offer Period. The initial 20-business-day offer period commenced on September 8, 2021 and was scheduled to expire at 12:00 midnight, Eastern Time, at the end of October 8, 2021. On October 8, 2021, the Offerors extended the expiration date of the Offer through 12:00 midnight, Eastern Time, at the end of November 5, 2021 (the "Extended Expiration Date"), as disclosed in Amendment No. 1 and a related press release filed with the SEC on October 8, 2021.
Expiration of the Extended Offer Period. The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021, as previously scheduled. The Offerors did not further extend the offer period beyond the Extended Expiration Date.
Tender Results. As of November 2, 2021 (the most recent practicable date prior to the Extended Expiration Date for which information was available from the Depositary), based on information provided by the Depositary, Continental Fiduciary Services, Inc., approximately 1,420,000 Shares of Pinnacle Common Stock had been validly tendered and not withdrawn in the Offer. The approximately 1,420,000 Shares tendered represented approximately 7.1% of the 20,000,000 Shares of Common Stock of Pinnacle outstanding as of the date of the Original Schedule TO. The Offerors are not aware of any material change in the number of tendered Shares between November 2, 2021 and the Extended Expiration Date.
Non-Satisfaction of the Minimum Tender Condition. As set forth in Section 15 of the Offer to Purchase, the Offer was conditioned upon, among other things, a minimum of 5,000,000 Shares (representing approximately 25.0% of Pinnacle's outstanding Common Stock) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Tender Condition"). The Minimum Tender Condition was not satisfied, as the approximately 1,420,000 Shares tendered were substantially below the 5,000,000-Share threshold required by the Minimum Tender Condition. The shortfall between the number of Shares validly tendered and not withdrawn and the Minimum Tender Condition was approximately 3,580,000 Shares.
Decision Not to Waive. The Offerors did not waive the Minimum Tender Condition. As disclosed in the Offer to Purchase, the Minimum Tender Condition was not subject to waiver by the Offerors in their sole discretion, but rather was a non-waivable condition of the Offer that was integral to the Offerors' stated purpose of acquiring a significant minority position in Pinnacle sufficient to seek board representation and influence over the Company's strategic direction.
Lapse of the Offer. Accordingly, the Offer has lapsed without acceptance of any tendered Shares for payment. No consideration has been paid or is payable to any holder who tendered Shares in the Offer. All Shares that were tendered in connection with the Offer have been returned to the respective tendering holders by the Depositary.
No Further Extension. The Offerors have not further extended the offer period beyond the Extended Expiration Date. The Offer is no longer open for acceptance by holders of Pinnacle Common Stock.
Non-Withdrawal / Non-Termination.
Notwithstanding the foregoing, the Offerors have not formally withdrawn or terminated the Offer pursuant to Rule 14d-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Offer has lapsed without acceptance but remains neither consummated nor formally withdrawn as of the date of this Amendment.
The Offerors reserve all rights under the Offer, including, without limitation, the right to amend, extend, or revive the Offer, or to formally withdraw the Offer, at any time and from time to time in accordance with applicable law, including the applicable provisions of Regulation 14D and Regulation 14E under the Exchange Act. Any such action will be disclosed by the Offerors in accordance with applicable SEC rules and regulations, including, where required, through the filing of additional amendments to this Schedule TO.
No assurance can be given that the Offerors will take any such action, and the Offerors have made no decision as of the date of this Amendment as to whether to amend, extend, revive, or formally withdraw the Offer.
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is hereby amended and supplemented as follows:
As disclosed in the Original Schedule TO, the source of funds for the Offer was to be a $30,000,000 senior secured term loan facility (the "Credit Facility") from Brindoval National Bank, N.A. ("Brindoval"), pursuant to a commitment letter dated August 20, 2021 (reference number CL-2021-MTC-00487) (the "Commitment Letter"), a copy of which was filed as Exhibit (b)(1) to the Original Schedule TO. Under the terms of the Commitment Letter, AMH LLC was to serve as borrower and Aurelius was to serve as guarantor of all obligations under the Credit Facility.
The material terms of the Credit Facility, as set forth in the Commitment Letter, included the following:
•  Facility Amount: $30,000,000 senior secured term loan
•  Borrower: Aurelius Media Holdings LLC
•  Guarantor: Aurelius Global Media Group PLC
•  Interest Rate: LIBOR + 3.25% per annum, with a 0.50% LIBOR floor
•  Maturity: Three (3) years from the date of initial funding
•  Commitment Fee: 0.50% per annum on undrawn committed amounts (equal to $150,000 per year on the full $30,000,000 commitment)
•  Security: First-priority pledge of all Shares of Pinnacle Common Stock acquired by AMH LLC
Because the Offer lapsed without acceptance of any tendered Shares for payment, no funds were drawn under the Credit Facility in connection with the Offer. No disbursements of any kind were made from the Credit Facility, and the financing facility was not utilized for any purpose related to the Offer.
As of the date of this Amendment, the Commitment Letter remains outstanding and in effect. The commitment under the Commitment Letter is currently scheduled to expire on December 31, 2021, subject to the extension provisions contained therein. The Offerors have not drawn down any amounts under the Credit Facility, and no amounts are currently outstanding. The Offerors have made no decision as of the date of this Amendment as to whether to extend, amend, or terminate the Commitment Letter.
Item 8. Interest in Securities of the Subject Company.
Item 8 of the Schedule TO is hereby amended and supplemented as follows:
Pre-Offer Purchases. As previously disclosed in the Original Schedule TO and in the Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, prior to the commencement of the Offer, AMH LLC acquired 980,000 Shares of Pinnacle Common Stock through a series of open-market purchases effected on the Nasdaq Stock Market between June 1, 2021 and August 25, 2021, at an average purchase price of $3.28 per Share, for an aggregate cost of approximately $3,214,400. These 980,000 Shares represent approximately 4.9% of the 20,000,000 Shares of Pinnacle Common Stock outstanding as of the date of the Original Schedule TO.
Current Beneficial Ownership. As a result of the lapse of the Offer without acceptance of any tendered Shares for payment, the Offerors' beneficial ownership of Pinnacle Common Stock remains unchanged at 980,000 Shares, representing approximately 4.9% of Pinnacle's outstanding Common Stock. No additional Shares of Pinnacle Common Stock were acquired by the Offerors, or any of their respective affiliates, directors, officers, partners, or members, during the offer period (including the extended offer period). No dispositions of Shares of Pinnacle Common Stock were made by the Offerors or any of their affiliates during the offer period.
Hypothetical Post-Offer Ownership. For informational purposes, if the Offer had been fully subscribed and consummated (i.e., if 6,980,050 Shares had been validly tendered and not withdrawn, and the Minimum Tender Condition and all other conditions to the Offer had been satisfied or waived), the Offerors would have owned an aggregate of 7,960,050 Shares of Pinnacle Common Stock (consisting of 980,000 Shares previously acquired through open-market purchases plus 6,980,050 Shares acquired through the Offer), representing approximately 39.8% of the 20,000,000 Shares of Pinnacle Common Stock outstanding.
Schedule 13D. The Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, disclosing AMH LLC's beneficial ownership of 980,000 Shares (4.9%) of Pinnacle Common Stock, remains on file and has not been amended since its original filing. The Offerors' obligations to amend the Schedule 13D under Rule 13d-2 under the Exchange Act remain in effect, and the Offerors will file any required amendments in accordance with applicable law.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 9 of the Schedule TO is hereby amended and supplemented as follows:
In connection with the Offer, the Offerors retained the following persons, each of whom provided services in connection with the Offer:
Financial Advisor. Strathmore Corporation Harcourt Partners, with offices at 280 Park Avenue, 18th Floor, New York, NY 10017, served as financial advisor to Aurelius in connection with the Offer. Genevieve Tran, Managing Director, Cross-Border M&A, served as the lead banker for the engagement. Pursuant to the terms of the engagement letter between Aurelius and Strathmore Corporation Harcourt Partners, Strathmore Corporation Harcourt Partners received a commencement fee of $400,000 upon the launch of the Offer, payable upon the initial filing of the Schedule TO with the SEC. A success fee of $600,000 was contingent upon the acceptance by the Offerors of tendered Shares for payment and the consummation of the Offer. Because the Offer lapsed without acceptance, the success fee has not been earned and is not payable. In addition, Aurelius has agreed to reimburse Strathmore Corporation Harcourt Partners for its reasonable out-of-pocket expenses and to indemnify Strathmore Corporation Harcourt Partners and its affiliates against certain liabilities and expenses, including liabilities under the federal securities laws.
Depositary. Continental Fiduciary Services, Inc., with offices at 1 Ashbury Asset Advisors Plaza, 30th Floor, New York, NY 10004, served as Depositary for the Offer. Lisa Pryor, Vice President, Corporate Actions, served as the primary contact at Continental Fiduciary Services, Inc. The Depositary received customary compensation for its services and was reimbursed for its reasonable out-of-pocket expenses. In addition, the Offerors agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offer, including liabilities under the federal securities laws.
Information Agent. Ridgeway Proxy Advisors LLC, with offices at 105 Madison Avenue, Suite 1200, New York, NY 10016, served as Information Agent for the Offer. Martin Cheswick, Senior Managing Director, served as the primary contact at Ridgeway Proxy Advisors LLC. The Information Agent received customary compensation for its services and was reimbursed for its reasonable out-of-pocket expenses. In addition, the Offerors agreed to indemnify the Information Agent against certain liabilities and expenses in connection with the Offer.
U.S. Legal Counsel. Calderwood & Harkness LLP, with offices at 787 Seventh Avenue, 42nd Floor, New York, NY 10019, served as U.S. M&A counsel to the Offerors in connection with the Offer. James Prentice served as the responsible partner for the engagement. Calderwood & Harkness LLP received customary fees for its legal services and reimbursement for its reasonable out-of-pocket expenses.
English Law Counsel. Dunmore Asset Advisors Chambers LLP, with offices at 12 King's Bench Walk, London EC4Y 7EL, United Kingdom, served as English law counsel to Aurelius in connection with the Offer, including with respect to matters of English corporate law, regulatory matters, and the London Stock Exchange listing requirements applicable to Aurelius. Alistair Drummond served as the lead partner for the engagement. Dunmore Asset Advisors Chambers LLP received customary fees for its legal services and reimbursement for its reasonable out-of-pocket expenses.
Except as described above and as previously disclosed in the Original Schedule TO and Amendment No. 1, no persons or assets have been retained, employed, compensated, or used in connection with the Offer.
Item 10. Financial Statements.
Not applicable. As disclosed in the Original Schedule TO, the Offerors have determined that the financial condition of the Offerors is not material to a decision by holders of Pinnacle Common Stock whether to tender their Shares in the Offer because: (i) the Offer was made for less than 100% of the outstanding Shares of Pinnacle Common Stock; (ii) the consideration for the Offer consisted solely of cash; and (iii) the Offerors had adequate financial resources to fund the Offer, as evidenced by the Commitment Letter from Brindoval National Bank, N.A. Accordingly, no financial statements of the Offerors have been included in this Amendment. There is no change to this Item from the Original Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
HSR Act Clearance.
As previously disclosed in the Original Schedule TO, on August 30, 2021, the Offerors filed a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules promulgated thereunder, with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), with respect to the proposed acquisition of Shares of Pinnacle Common Stock pursuant to the Offer. The HSR Act filing was assigned Transaction Number 20211892. The applicable filing fee was $45,000.
On September 15, 2021, the FTC granted early termination of the initial 30-day waiting period applicable to the Offer under the HSR Act. No second request for additional information or documentary material was issued by either the FTC or the DOJ in connection with the Offer. Accordingly, the HSR Act condition to the Offer, as described in Section 15 of the Offer to Purchase, was satisfied.
SEC Comment Letter and Amendment No. 1.
On September 22, 2021, the Staff of the SEC Division of Corporation Finance, Office of Mergers and Acquisitions (the "Staff"), issued a comment letter to the Offerors containing four comments regarding the disclosure in the Original Schedule TO and the Offer to Purchase. The Staff reviewer was Katherine Wylie, Special Counsel. The comments related to the following topics:
1.  Board Representation. The Staff requested supplemental disclosure regarding Aurelius's stated intent to seek board representation at Pinnacle following the potential consummation of the Offer, including the specific number of board seats the Offerors intended to seek, the identity of any proposed director candidates, and any plans or proposals that the Offerors had formulated with respect to Pinnacle's business, corporate structure, management, or capitalization.
2.  Financing Conditions. The Staff requested clarification of the conditions contained in the Commitment Letter from Brindoval National Bank, N.A., and whether any condition to the availability of financing under the Credit Facility could independently cause the Offer to be terminated or not consummated.
3.  Existing Media Holdings and HSR Implications. The Staff requested additional disclosure regarding Aurelius's existing media holdings and the competitive landscape, including whether the acquisition of Shares of Pinnacle Common Stock pursuant to the Offer could give rise to any antitrust concerns or require any governmental approvals beyond the HSR Act notification, particularly in light of Aurelius's existing portfolio of media and content production assets in the United Kingdom and the European Union.
4.  Proration Mechanics and Withdrawal Rights. The Staff requested clarification of the proration mechanics described in the Offer to Purchase, including the method by which Shares would be selected for purchase on a pro rata basis in the event that more than 6,980,050 Shares were validly tendered, and additional disclosure regarding the withdrawal rights of tendering holders.
The Offerors responded to all four Staff comments in a letter dated October 5, 2021, and filed Amendment No. 1 to the Schedule TO on October 6, 2021, which included amended and supplemented disclosure in the Offer to Purchase and the Schedule TO responsive to the Staff's comments.
Pinnacle Board Recommendation and Shareholder Rights Plan.
On September 10, 2021, Pinnacle filed a preliminary Solicitation/Recommendation Statement on Schedule 14D-9 (the "Preliminary 14D-9") with the SEC, pursuant to Rule 14d-9 under the Exchange Act.
On September 29, 2021, the Board of Directors of Pinnacle (the "Pinnacle Board") adopted a Section 382 Net Operating Loss Preservation Shareholder Rights Plan (the "Rights Plan" or "Poison Pill"), with the following material terms:
•  Rights Agent: Continental Fiduciary Services, Inc.
•  Trigger Threshold: 35.0% beneficial ownership of outstanding Pinnacle Common Stock
•  Exercise Price: $18.00 per right
•  Term: Three (3) years, expiring September 29, 2024
The Pinnacle Board adopted the Rights Plan in connection with, and cited as justification for, Pinnacle's approximately $47,300,000 in estimated federal net operating loss carryforwards (the "NOLs"), which the Pinnacle Board determined constituted a significant corporate asset. The Pinnacle Board stated that the Rights Plan was designed to protect shareholders by reducing the likelihood that the Company's ability to use its NOLs to offset future taxable income would be substantially limited as a result of an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. The 35.0% trigger threshold was set at a level that, if reached by the Offerors through consummation of the Offer and when combined with AMH LLC's pre-existing 4.9% ownership stake, would have triggered the Rights Plan, as the Offerors' aggregate ownership following a fully subscribed Offer would have been approximately 39.8%.
On October 1, 2021, Pinnacle filed its definitive Solicitation/Recommendation Statement on Schedule 14D-9 (the "Definitive 14D-9") with the SEC. In the Definitive 14D-9, the Pinnacle Board recommended that Pinnacle shareholders NOT tender their Shares in the Offer. The Pinnacle Board's recommendation was based on, among other things: (i) the Pinnacle Board's belief that the Offer Price of $4.01 per share did not adequately reflect the intrinsic value of Pinnacle's Common Stock; (ii) the potential adverse effect of the Offer on the Company's ability to utilize its NOLs; (iii) the Pinnacle Board's concern regarding the Offerors' stated intention to seek board representation and influence over the Company's strategic direction; and (iv) the advice of Pinnacle's financial and legal advisors.
Pinnacle was advised in connection with the Offer by Hargrove Meredith & Co. (financial advisor), with Nathaniel Pace, Managing Director, Media & Entertainment Group, serving as lead banker, and Caldwell Burris & Shoemaker LLP (legal counsel), with Rebecca Fontaine serving as lead partner.
Expiration and Lapse of the Offer.
The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021. The Offerors did not further extend the offer period beyond the Extended Expiration Date.
As of November 2, 2021, based on information provided by the Depositary, approximately 1,420,000 Shares of Pinnacle Common Stock had been validly tendered and not withdrawn. The Minimum Tender Condition, which required that a minimum of 5,000,000 Shares (representing approximately 25.0% of Pinnacle's outstanding Common Stock) be validly tendered and not withdrawn prior to the expiration of the Offer, was not satisfied. The approximately 1,420,000 Shares tendered fell approximately 3,580,000 Shares short of the 5,000,000-Share minimum required by the Minimum Tender Condition.
Because the Minimum Tender Condition was not satisfied and was not waived by the Offerors, the Offer has lapsed without acceptance of any tendered Shares for payment. No consideration has been paid or is payable to any holder who tendered Shares in the Offer. All Shares that were tendered in connection with the Offer have been returned to the respective tendering holders by the Depositary, Continental Fiduciary Services, Inc.
The Offer has NOT been formally withdrawn or terminated by the Offerors pursuant to Rule 14d-7 under the Exchange Act. The Offerors reserve all rights under the Offer, including the right to amend, extend, revive, or formally withdraw the Offer at any time in accordance with applicable law.
Ongoing Obligations.  The Offerors acknowledge that while the Offer remains in a lapsed but non-withdrawn status, the Offerors remain subject to applicable obligations under Regulation 14D and Regulation 14E under the Exchange Act, including, without limitation, the obligation to file amendments to this Schedule TO to disclose material changes in the information previously disclosed or to correct information that has become materially misleading.
In addition, the Schedule 13D filed by AMH LLC with the SEC on August 26, 2021, with respect to AMH LLC's beneficial ownership of 980,000 Shares (approximately 4.9%) of Pinnacle Common Stock, remains on file and is subject to the amendment obligations set forth in Rule 13d-2 under the Exchange Act. The Offerors will comply with all applicable reporting obligations under the Exchange Act, including any requirement to amend the Schedule 13D promptly upon the occurrence of any material change in the facts set forth therein.
Item 12. Exhibits.
The following exhibits are filed as part of this Amendment or have been previously filed and are incorporated herein by reference:
No new exhibits are filed with this Amendment other than Exhibit (a)(1)(C).
Item 13. Information Required by Schedule 13E-3.
Not applicable. The transaction to which this Schedule TO relates does not involve a going-private transaction within the meaning of Rule 13e-3 under the Exchange Act.
SIGNATURES
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.
Dated: November 12, 2021
AURELIUS MEDIA HOLDINGS LLC
By: Aurelius Global Media Group PLC, its sole member
By: ________
Name: Hugh Pemberton
Title: General Counsel, Aurelius Global Media Group PLC,
as authorized signatory for the sole member of Aurelius Media Holdings LLC
Date: November 12, 2021
AURELIUS GLOBAL MEDIA GROUP PLC
By: ________
Name: Hugh Pemberton
Title: General Counsel
Date: November 12, 2021
EXHIBIT INDEX
EXHIBIT (a)(1)(C)
PRESS RELEASE
Aurelius Media Holdings LLC Announces Lapse of Tender Offer for Shares of Pinnacle Content Holdings, Inc.
LONDON and NEW YORK — November 12, 2021 — Aurelius Media Holdings LLC ("AMH LLC"), a wholly owned subsidiary of Aurelius Global Media Group PLC (LON: AGMG) ("Aurelius"), announced today that its previously disclosed tender offer (the "Offer") to purchase up to 6,980,050 shares (the "Shares") of common stock, par value $0.001 per share, of Pinnacle Content Holdings, Inc. (Nasdaq: PCHL) ("Pinnacle"), at a price of $4.01 per share, net to the seller in cash, without interest and subject to applicable withholding taxes, has lapsed without acceptance of any tendered Shares for payment.
The extended offer period expired at 12:00 midnight, Eastern Time, at the end of November 5, 2021. As of November 2, 2021, the most recent practicable date for which information was available from Continental Fiduciary Services, Inc., the depositary for the Offer, approximately 1,420,000 Shares of Pinnacle common stock had been validly tendered and not withdrawn. The Offer was conditioned upon, among other things, a minimum of 5,000,000 Shares (representing approximately 25.0% of the outstanding shares of Pinnacle common stock) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Tender Condition"). Because the approximately 1,420,000 Shares tendered were substantially below the 5,000,000-Share minimum threshold, the Minimum Tender Condition was not satisfied.
AMH LLC did not waive the Minimum Tender Condition. Accordingly, the Offer has lapsed, and no Shares have been accepted for payment.
All Shares that were tendered in connection with the Offer have been returned to the tendering holders by the depositary, Continental Fiduciary Services, Inc.
The Offer has not been formally withdrawn or terminated. Aurelius and AMH LLC reserve all rights under the Offer, including the right to amend, extend, or revive the Offer, or to formally withdraw the Offer, at any time in accordance with applicable law and the applicable rules and regulations of the Securities and Exchange Commission.
Cautionary Note Regarding Forward-Looking Statements
This press release may contain certain statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the Offerors' intentions with respect to the Offer, including any potential amendment, extension, revival, or withdrawal of the Offer, and any plans or proposals relating to Pinnacle or its common stock. These forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to: changes in market conditions; changes in the business, operations, financial condition, or prospects of Pinnacle; the actions of the board of directors of Pinnacle; regulatory developments; and other factors described in the filings made by Aurelius and AMH LLC with the Securities and Exchange Commission, including the Schedule TO and any amendments thereto. The Offerors disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Contacts:
Legal Counsel: Calderwood & Harkness LLP 787 Seventh Avenue, 42nd Floor New York, NY 10019
Attention: James Prentice
Investor Contact: Hugh Pemberton General Counsel Aurelius Global Media Group PLC 44 Lombard Crescent London EC3V 9BQ United Kingdom
Information Agent: Ridgeway Proxy Advisors LLC 105 Madison Avenue, Suite 1200 New York, NY 10016
Attention: Martin Cheswick
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any securities. The tender offer described in this announcement was made solely pursuant to the Offer to Purchase dated September 8, 2021, and the related Letter of Transmittal, as amended and supplemented from time to time, copies of which were filed with the SEC and delivered to holders of Pinnacle common stock.
Filed: | November 12, 2021
SEC File No.: | 005-92847
Subject Company: | Pinnacle Content Holdings, Inc.
Ticker / Exchange: | Nasdaq: PCHL
CIK of Subject Company: | 0001847263
Subject Company Address: | 2300 Magnolia Boulevard, Suite 1100, Burbank, California 91502
Exhibit No. | Description | Status
(a)(1)(A) | Offer to Purchase, dated September 8, 2021 | Previously filed with Original Schedule TO on September 8, 2021
(a)(1)(B) | Letter of Transmittal | Previously filed with Original Schedule TO on September 8, 2021
(a)(1)(C) | Press Release dated November 12, 2021, announcing lapse of Offer | Filed herewith
(b)(1) | Commitment Letter from Brindoval National Bank, N.A., dated August 20, 2021 (Reference No. CL-2021-MTC-00487) | Previously filed with Original Schedule TO on September 8, 2021
(d)(1) | Depositary Agreement with Continental Fiduciary Services, Inc., dated September 8, 2021 | Previously filed with Original Schedule TO on September 8, 2021
(d)(2) | Information Agent Agreement with Ridgeway Proxy Advisors LLC | Previously filed with Original Schedule TO on September 8, 2021
Exhibit No. | Description
(a)(1)(A) | Offer to Purchase, dated September 8, 2021 (previously filed)
(a)(1)(B) | Letter of Transmittal (previously filed)
(a)(1)(C) | Press Release dated November 12, 2021, announcing lapse of Offer (filed herewith)
(b)(1) | Commitment Letter from Brindoval National Bank, N.A., dated August 20, 2021 (Reference No. CL-2021-MTC-00487) (previously filed)
(d)(1) | Depositary Agreement with Continental Fiduciary Services, Inc., dated September 8, 2021 (previously filed)
(d)(2) | Information Agent Agreement with Ridgeway Proxy Advisors LLC (previously filed)

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

CIK: 0001847263

INTRODUCTORY STATEMENT

ITEMS AMENDED

SIGNATURES

AURELIUS MEDIA HOLDINGS LLC

AURELIUS GLOBAL MEDIA GROUP PLC

EXHIBIT INDEX

PRESS RELEASE

Record

Parties

Dates

Amounts