UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Bounty Investments, LLC
c/o Renova U.S. Management LLC
601 Lexington Avenue, 58th Floor
New York, New York 10022
(212) 418-9600
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
* 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 (“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. | 244331302 |
1. | NAME OF REPORTING PERSON: Bounty Investments, LLC | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware, United States | |||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER: | |||||||||
0 | |||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
57.3%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
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CUSIP No. | 244331302 |
1. | NAME OF REPORTING PERSON: Santa Maria Overseas Ltd. | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Commonwealth of the Bahamas | |||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER: | |||||||||
0 | |||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
57.3%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
Page 3 of 16
CUSIP No. | 244331302 |
1. | NAME OF REPORTING PERSON: Mayflower Trust | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER: | |||||||||
0 | |||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
57.3%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
Page 4 of 16
CUSIP No. | 244331302 |
1. | NAME OF REPORTING PERSON: TZ Columbus Services Limited | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) o | |||||||||||
(b) þ | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
British Virgin Islands | |||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER: | |||||||||
0 | |||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
57.3%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
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1 | Based on 11,000,812 shares of Common Stock, 6,455,357 of which were outstanding as of May 14, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on May 17, 2010, 4,545,455 of which were issued by the Issuer pursuant to the Acquisition Agreement. | |
2 | Based on 15,133,043 shares of Common Stock, 6,455,357 of which were outstanding as of May 14, 2010 as reported in the Issuer’s quarterly report on Form 10-Q filed on May 17, 2010, 4,545,455 of which were issued by the Issuer pursuant to the Acquisition Agreement, and 4,132,231 shares of which are issuable by the Issuer upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of Convertible Notes as of the date of the Convertible Notes Agreement. |
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1. | Joint Filing Agreement, dated as of June 18, 2010, by and among the Reporting Persons.* | |
2. | Power of Attorney of Santa Maria Overseas Ltd., dated as of June 17, 2010.* | |
3. | Power of Attorney of TZ Columbus Services Limited on its own behalf and on behalf of Mayflower Trust, dated as of June 17, 2010.* | |
4. | Amended and Restated Bylaws of Deerfield Capital Corp. as adopted by the Board of Directors of Deerfield Capital Corp. on June 9, 2010 (incorporated by reference to Exhibit 3.1 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on June 15, 2010). | |
5. | Acquisition and Investment Agreement, dated as of March 22, 2010, by and among Deerfield Capital Corp., Bounty Investments, LLC and Columbus Nova Credit Investment Management, LLC (incorporated by reference to Exhibit 2.1 of Deerfield Capital Corp.’s Current Report on Form 8-K, filed on March 23, 2010). | |
6. | Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between Deerfield Capital Corp. and Bounty Investments, LLC (incorporated by reference to Exhibit 4.1 of Deerfield Capital Corp.’s Current Report on Form 8-K, filed on March 23, 2010). | |
7. | Stockholders Agreement between Deerfield Capital Corp. and Bounty Investments, LLC, dated as of June 9, 2010 (incorporated by reference to Exhibit 10.1 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on June 15, 2010). | |
8. | Registration Rights Agreement between Deerfield Capital Corp. and Bounty Investments, LLC, dated as of June 9, 2010 (incorporated by reference to Exhibit 10.2 of Deerfield Capital Corp.’s Current Report on Form 8-K filed on June 15, 2010). |
* | Filed herewith. |
Page 15 of 16
BOUNTY INVESTMENTS, LLC | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Chief Executive Officer | |||
SANTA MARIA OVERSEAS LTD. | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact | |||
MAYFLOWER TRUST | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact | |||
TZ COLUMBUS SERVICES LIMITED | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact |
Page 16 of 16