SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| |
(Amendment No. 1) Idenix Pharmaceuticals, Inc. |
(Name of Issuer)
(Title Class of Securities)
(Cusip Number)
| |
Seth A. Klarman The Baupost Group, L.L.C. 10 St. James Avenue, Suite 1700 Boston, Massachusetts 02116 (617) 210-8300 With a copy to: Jeffrey R. Katz, Esq Ropes and Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199-3600 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Dates of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 45166R204 | 13D | PAGE 2 OF 10 |
| 1. | NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON |
| | The Baupost Group, L.L.C., 04-3402144 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | The Commonwealth of Massachusetts |
| | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 8. | WITH SHARED VOTING POWER |
| 9. | WITH SOLE DISPOSITIVE POWER |
| 10. | WITH SHARED DISPOSITIVE POWER |
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* |
14. TYPE OF REPORTING PERSON
*The percentage ownership in the Issuer’s Common Stock, $0.001 par value, is based upon 150,720,962 issued and outstanding shares as reported by the Issuer in its filing on Form 424B5 dated January 27, 2014.
| CUSIP NO. 45166R204 | 13D | PAGE 3 OF 10 |
| 1. | NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON |
| | Baupost Value Partners, L.P. - IV, 26-2208448 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 8. | WITH SHARED VOTING POWER |
| 9. | WITH SOLE DISPOSITIVE POWER |
| 10. | WITH SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) * |
| 14. | TYPE OF REPORTING PERSON |
* The percentage ownership in the Issuer’s Common Stock, $0.001 par value, is based upon 150,720,962 issued and outstanding shares as reported by the Issuer in its filing on Form 424B5 dated January 27, 2014.
| CUSIP NO. 45166R204 | 13D | PAGE 4 OF 10 |
| 1. | NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON |
| | Baupost Limited Partnership 1983 C-1, 04-2780321 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 8. | WITH SHARED VOTING POWER |
| 9. | WITH SOLE DISPOSITIVE POWER |
| 10. | WITH SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* |
| 14. | TYPE OF REPORTING PERSON |
* The percentage ownership in the Issuer’s Common Stock, $0.001 par value, is based upon 150,720,962 issued and outstanding shares as reported by the Issuer in its filing on Form 424B5 dated January 27, 2014.
| CUSIP NO. 45166R204 | 13D | PAGE 5 OF 10 |
| 1. | NAME OF REPORTING PERSON, S.S. OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON |
| | SAK Corporation, 04-3334541 |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | The Commonwealth of Massachusetts |
| | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 8. | WITH SHARED VOTING POWER |
| 9. | WITH SOLE DISPOSITIVE POWER |
| 10. | WITH SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* |
| 14. | TYPE OF REPORTING PERSON |
* The percentage ownership in the Issuer’s Common Stock, $0.001 par value, is based upon 150,720,962 issued and outstanding shares as reported by the Issuer in its filing on Form 424B5 dated January 27, 2014.
| CUSIP NO. 45166R204 | 13D | PAGE 6 OF 10 |
| 1. | NAME OF REPORTING PERSON, S.S.OR I.R.S. IDENTIFICATION NO.OF ABOVE PERSON |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS) |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | The United States of America |
| | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
| 8. | WITH SHARED VOTING POWER |
| 9. | WITH SOLE DISPOSITIVE POWER |
| 10. | WITH SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)* |
| 14. | TYPE OF REPORTING PERSON |
HC
* The percentage ownership in the Issuer’s Common Stock, $0.001 par value, is based upon 150,720,962 issued and outstanding shares as reported by the Issuer in its filing on Form 424B5 dated January 27, 2014.
| CUSIP NO. 45166R204 | 13D | PAGE 7 OF 10 |
Reference is hereby made to the Statement on Schedule 13D filed with the Securities and Exchange Commission by the Reporting Persons with respect to the Common Stock of the Issuer on November 1, 2013 (the "Schedule 13D"). Terms defined in the Schedule 13D are used herein as so defined.
ITEM 3. Source and Amount of Funds or Other Considerations
The total amount of funds used for the purchase of shares of Common Stock reported in Item 5(c) was $106,731,566. The source of funds for such purchase was the capital of the Investment Funds.
ITEM 4. Purpose of Transaction
The Common Stock was acquired for investment in the ordinary course of business. For additional information, please see the Issuer's filing on Form 8-K on January 27, 2014. The Reporting Persons do not have, as of the date of this filing, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. From time to time, the Reporting Persons have engaged, and expect to engage, in discussions with management and the board of directors of the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with other holders of Common Stock and other relevant parties concerning the business, operations, governance, strategy, capitalization, ownership and future plans of the Issuer and the management and board composition of the Issuer. Additionally, the Reporting Persons were granted observer rights with respect to meetings of the board of directors of the Issuer and the committees of the Issuer's board of directors, however, such rights do not include the right to vote at any such meetings. The Reporting Persons may change their plans or proposals in the future. Depending on various factors including, without limitation, the Issuer's financial position, strategic direction, business and prospects, anticipated future developments, existing and anticipated market conditions from time to time, actions taken by the management and board of directors of the Issuer, price levels of the Common Stock, general economic conditions and regulatory matters, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as it deems appropriate including, without limitation, purchasing additional Common Stock or other securities of the Issuer, selling some or all of their Common Stock or engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, to the extent permitted under applicable law, or engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Issuer. Any such transactions, if they occur at all, may take place at any time and without prior notice.
The Reporting Persons reserve the right to change their intention with respect to any or all of the matters referred to in this Item 4.
| CUSIP NO. 45166R204 | 13D | PAGE 8 OF 10 |
ITEM 5. Interests in Securities of the Issuer
| (a) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (b) | The responses to Items 7-13 of the cover pages of this Schedule 13D are incorporated herein by reference. |
| (c) | The trading dates, price per share and number of shares of Common Stock purchased or sold in the open market within the last 60 days, are set forth below: |
| Name | Date* | Price Per Share | Number of Shares Purchased/(Sold)** |
| Baupost | 1/31/14 | $6.50 | 16,420,241 |
* Securities purchased on this date were purchased through a registered direct offering with the Issuer.
This statement on Schedule 13D is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Value Partners, L.P. - IV ("BVPIV"), Baupost Limited Partnership 1983 C-1 ("BLPC"), SAK Corporation and Seth A. Klarman. Baupost is a registered investment adviser and acts as an investment adviser to certain private investment limited partnerships, including BVPIV and BLPC. SAK Corporation is the Manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended, of the securities beneficially owned by Baupost. Securities reported on this statement on Schedule 13D as being beneficially owned by Baupost were purchased on behalf of various private investment limited partnerships, including including BVPIV and BLPC.
Pursuant to Rule 13d-4, Seth A. Klarman and SAK Corporation declare that the filing of this statement on Schedule 13D shall not be deemed an admission by either or both of them that they are, for the purposes of Sections 13(d) or 13(g) the beneficial owner of any securities covered by this statement on Schedule 13D.
** Securities reported above as purchased by Baupost were purchased on behalf of various private investment limited partnerships including BVPIV and BLPC.
| (d) | No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock set forth above. |
ITEM 7. Material to be Filed as Exhibits
A. Joint Filing Agreement dated as of February 4, 2014 by and among Baupost, BVPIV, BLPC, SAK and Seth A. Klarman.
| CUSIP NO. 45166R204 | 13D | PAGE 9 OF 10 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete, and correct.
Dated: February 4, 2014.
The Baupost Group, L.L.C.
By: SAK Corporation
its Manager
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
Baupost Value Partners, L.P. - IV
By: The Baupost Group, L.L.C.
its Managing General Partner
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
Baupost Limited Partnership 1983 C-1
By: The Baupost Group, L.L.C.
its Managing General Partner
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
SAK Corporation
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
/s/ Seth A. Klarman
Seth A. Klarman
| CUSIP NO. 45166R204 | 13D | PAGE 10 OF 10 |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.001 par value per share, of Idenix Pharmaceuticals, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The execution and filing of this Agreement shall not be construed as an admission that the undersigned Reporting Persons are a group, or have agreed to act as a group.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of February 4, 2014.
The Baupost Group, L.L.C.
By: SAK Corporation
its Manager
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
Baupost Value Partners, L.P. - IV
By: The Baupost Group, L.L.C.
its Managing General Partner
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
Baupost Limited Partnership 1983 C-1
By: The Baupost Group, L.L.C.
its Managing General Partner
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
SAK Corporation
By: /s/ Seth A. Klarman
Name: Seth A. Klarman
Title: President
/s/ Seth A. Klarman
Seth A. Klarman
