UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO/A
(Amendment
No. 1)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
FUBOTV
INC.
(Name
of Subject Company and Filing Person (Issuer))
Convertible
Senior Secured Notes due 2029
(Title
of Class of Securities)
35953D
AC8
(CUSIP
Number of Class of Securities)
FuboTV
Inc.
1290
Avenue of the Americas
New
York, NY 10104
Telephone:
(212) 672-0055
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With
a copy to:
Gregory
P. Rodgers, Esq.
Latham
& Watkins LLP
1271
Avenue of the Americas
New
York, New York 10020
(212)
906-1200
| ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes 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)
INTRODUCTORY
STATEMENT
This
Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment No. 1”) amends and supplements the Tender
Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by FuboTV
Inc., a Delaware corporation (the “Company”), as subject company and issuer, on November 24, 2025 (the “Original
Schedule TO” and as amended and supplemented on the date hereof, the “Schedule TO”), with respect to the
right of each holder (the “Holder”) of the Convertible Senior Secured Notes due 2029 (the “2029 Notes”)
to require the Company to offer to repurchase for cash all of the outstanding 2029 Notes, or any portion thereof that is equal to $1,000
or an integral multiple of $1,000 in excess thereof, on January 7, 2026 (the “Fundamental Change Repurchase Date”)
at a repurchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest on such 2029 Notes to, but excluding,
the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”) pursuant to (i) the Indenture,
dated as of January 2, 2024 (the “Original Indenture”), as supplemented by the First Supplemental Indenture, dated
as of October 29, 2025 (the “First Supplemental Indenture” and the Original Indenture as supplemented by the First
Supplemental Indenture, the “Indenture”) between the Company and U.S. Bank Trust Company, National Association, in
its capacity as trustee (the “Trustee”), relating to the 2029 Notes of the Company, and (ii) the Fundamental Change
Notice and Offer to Repurchase dated November 24, 2025 (the “Offer to Repurchase”).
The
information set forth in the Offer to Repurchase, which was previously filed with the Original Schedule TO, is hereby incorporated by
reference into this Amendment No. 1, except that such information is hereby amended and restated to the extent specifically provided
in this Amendment No. 1.
This
Amendment No. 1 is filed by the Company and is intended to satisfy the disclosure requirements of Rule 13e-4 under the Securities Exchange
Act of 1934, as amended. All capitalized terms used but not specifically defined in this Schedule TO shall have the meanings given to
such terms in the Offer to Repurchase.
Item
11. Additional Information.
Item
11 is hereby amended and supplemented as follows:
The
Fundamental Change Repurchase Right relating to the 2029 Notes expired at 5:00 p.m., New York City time, on Tuesday, January 6, 2026
(the “Expiration Time”). The Company was advised by U.S. Bank Trust Company, National Association, as Tender Agent
for the Tender Offer, that, as of the Expiration Time, none of the outstanding 2029 Notes were surrendered for repurchase pursuant
to Holders’ Fundamental Change Repurchase Right. As of the date of this Amendment No. 1, the aggregate principal amount of 2029
Notes outstanding is approximately $177,500,000, which will mature on February 15, 2029, unless earlier repurchased or converted.
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.
Dated:
January 7, 2026
| |
FUBOTV
INC. |
| |
|
|
| |
By: |
/s/
David Gandler |
| |
Name:
|
David
Gandler |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| (a)(1)(A)* |
|
Fundamental Change Notice and Offer to Repurchase to Holders of Convertible Senior Secured Notes due 2029, dated November 24, 2025. |
| |
|
|
| (b) |
|
Not
applicable. |
| |
|
|
| (d)(1) |
|
Indenture, dated as of January 2, 2024, among fuboTV Inc., a Florida corporation, the guarantors named therein, and the Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 2, 2024). |
| |
|
|
| (d)(2) |
|
First Supplemental Indenture, dated as of October 29, 2025, among the Company, the guarantors identified therein and the Trustee and Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 30, 2025). |
| |
|
|
| (d)(3) |
|
Not
applicable. |
| |
|
|
| (d)(4) |
|
Business Combination Agreement, dated as of January 6, 2025, among the Company, The Walt Disney Company, a Delaware corporation, and Hulu, LLC, a Delaware limited liability company (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A filed on January 10, 2025). |
| |
|
|
(d)(5) |
|
Not
applicable. |
| |
|
|
| (g) |
|
Not
applicable. |
| |
|
|
| (h) |
|
Not
applicable. |
| |
|
|
| 107* |
|
Filing Fee Table. |
