UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Orbitz Worldwide, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
68557K109
(CUSIP Number of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
With a copy to:
Peter H. Lieberman, Esq.
Todd A. Mazur, Esq.
Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 3100
Chicago, Illinois 60601
(312) 456-8400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 15, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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 240.13d-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 (“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).
SCHEDULE 13D
| CUSIP No. 68557K109 | Page 2 of 11 |
| 1. | Name of reporting person:
Magnetar Financial LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
2,355,690 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
2,355,690 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
2,355,690 | |||||
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
2.1% | |||||
| 14. | Type of reporting person
IA; OO | |||||
SCHEDULE 13D
| CUSIP No. 68557K109 | Page 3 of 11 |
| 1. | Name of reporting person:
Magnetar Capital Partners LP | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
2,355,690 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
2,355,690 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
2,355,690 | |||||
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
2.1% | |||||
| 14. | Type of reporting person
HC; OO | |||||
SCHEDULE 13D
| CUSIP No. 68557K109 | Page 4 of 11 |
| 1. | Name of reporting person:
Supernova Management LLC | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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) ¨
| |||||
| 6. | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
2,355,690 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
2,355,690 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
2,355,690 | |||||
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
2.1% | |||||
| 14. | Type of reporting person
HC; OO | |||||
SCHEDULE 13D
| CUSIP No. 68557K109 | Page 5 of 11 |
| 1. | Name of reporting person:
Alec N. Litowitz | |||||
| 2. | Check the appropriate box if a member of a group (a) ¨ (b) ¨
| |||||
| 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) ¨
| |||||
| 6. | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with
| 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
2,355,690 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
2,355,690 | |||||
| 11. | Aggregate amount beneficially owned by each reporting person
2,355,690 | |||||
| 12. | Check box if the aggregate amount in Row (11) excludes certain shares ¨
| |||||
| 13. | Percent of class represented by amount in Row (11)
2.1% | |||||
| 14. | Type of reporting person
HC; IN | |||||
SCHEDULE 13D
This Amendment No. 2 (the “Amendment”) relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”) with the SEC on March 16, 2015, as amended by Amendment No. 1 to such statement filed with the SEC on May 6, 2015 (“Amendment No. 1”) (as further amended by this Amendment, the “Schedule 13D”).
Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended to add the following information for updating:
The aggregate amount of funds used by the Reporting Persons in purchasing the 50,225 Shares reported herein onSchedule A on behalf of PRA Master Fund have come directly from the assets of PRA Master Fund controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein onSchedule A on behalf of PRA Master Fund was $585,164 (excluding commissions and other execution-related costs).
The aggregate amount of funds used to purchase the 1,589 Shares reported herein onSchedule A on behalf of Magnetar Capital Master Fund have come directly from the assets of Magnetar Capital Master Fund, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used to purchase the 1,589 Shares reported herein onSchedule A on behalf of Magnetar Capital Master Fund was $18,427.49 (excluding commissions and other execution-related costs).
The aggregate amount of funds used by the Reporting Persons in purchasing the 500,000 Shares reported herein onSchedule A on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts that were bought to cover the remaining portion of the short position described in the Schedule 13D that was established on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts have come directly from the assets of the Funds (other than PRA Master Fund) and the Managed Accounts controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business and proceeds from the short sale of Shares. The aggregate amount of funds used by the Reporting Persons in purchasing such 500,000 Shares reported herein onSchedule A on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts was $5,793,775.38 (excluding commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended to add the following information for updating:
Since the filing of Amendment No. 1 with the SEC on May 6, 2015, the Reporting Persons acquired the additional 50,225 Shares reported herein onSchedule A on behalf of PRA Master Fund for purposes of receiving the merger consideration described in the Schedule 13D upon consummation of the Merger. The Reporting Persons currently intend to vote all the Shares reported on behalf of PRA Master Fund in favor of the Merger.
The Reporting Persons previously reported a 2,002,329 Share short position that was established after the public announcement of the Merger Agreement on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts as a hedge against the call options contracts described in the Schedule 13D purchased on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts. Since the filing of Amendment No. 1 with the SEC on May 6, 2015, 500,000 Shares have been purchased by the Reporting Persons on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts to close out the remaining 500,000 Shares of such short position.
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended to add the following information for updating:
The Company reported in Form 10-Q filed with the SEC on May 7, 2015, that 111,723,746 Shares were issued and outstanding as of April 30, 2015.
(a) As of the close of business on May 15, 2015, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,355,690 Shares, which consists of (i) 2,354,948 Shares held by Magnetar PRA Fund and (ii) 742 Shares held by Magnetar Capital Master Fund, and all such Shares represented beneficial ownership of approximately 2.1% of the Shares.
(b) As of the close of business on May 15, 2015, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 2,355,690 Shares, which consists of (i) 2,354,948 Shares held by Magnetar PRA Fund and (ii) 742 Shares held by Magnetar Capital Master Fund, and all such Shares represented beneficial ownership of approximately 2.1% of the Shares.
(c) Except as set forth onSchedule A attached hereto and as described below in this paragraph, the Reporting Persons had no transactions in the Shares since the filing of Amendment No. 1 on May 6, 2015, through the close of business on May 15, 2015. All of the purchases set forth onSchedule A attached hereto under the heading “PRA Master Fund” were effected for the account of PRA Master Fund. All of the purchases and sales set forth onSchedule A attached hereto under the heading “Magnetar Capital Master Fund” were effected for the account of Magnetar Capital Master Fund. All of the purchases set forth onSchedule A attached hereto under the heading “Funds (other than PRA Master Fund) and the Managed Accounts” were effected for the accounts of each of the Funds (other than PRA Master Fund) and each of the Managed Accounts. The transactions in the Shares set forth onSchedule A were effected in open market transactions on the New York Stock Exchange and various other trading markets. On May 13, 2015, the Reporting Persons sold on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts 10,000 of the call options contracts previously reported in the Schedule 13D for $50,000 in the aggregate (excluding commissions and other execution-related costs). The sale of such 10,000 call options contracts was effected in open market transactions on the NYSE Amex Options Exchange and various other trading markets.
(e) Each of the Reporting Persons ceased to have beneficial ownership of greater than 5% of the Shares on May 15, 2015, immediately following expiration of the call options contracts described in the Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended to add the following information for updating:
As described in the Schedule 13D, the Reporting Persons previously reported that they purchased exchange-traded call options contracts on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts, which entitled the Funds (other than PRA Master Fund) and the Managed Accounts to purchase 4,949,700 Shares in the aggregate from the sellers of such call options contracts for $12 per Share. 10,000 of such call options contracts were sold as described above in Item 5, and the rest of the call options contracts held on behalf of the Funds (other than PRA Master Fund) and the Managed Accounts expired on May 15, 2015, without being exercised.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 18, 2015
| MAGNETAR FINANCIAL LLC | ||||
| By: Magnetar Capital Partners LP, its Sole Member | ||||
| By: | /s/ Alec N. Litowitz | |||
| Name: | Alec N. Litowitz | |||
| Title: | Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP | |||
| MAGNETAR CAPITAL PARTNERS LP | ||||
| By: | /s/ Alec N. Litowitz | |||
| Name: | Alec N. Litowitz | |||
| Title: | Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP | |||
| SUPERNOVA MANAGEMENT LLC | ||||
| By: | /s/ Alec N. Litowitz | |||
| Name: | Alec N. Litowitz | |||
| Title: | Manager | |||
/s/ Alec N. Litowitz | ||||
| Alec N. Litowitz | ||||
SCHEDULE A
PRA Master Fund
Date | Number of Shares Bought (Sold) | Price Per Share($)(2)(3) | ||||||
5/6/2015 | 50,225 | $ | 11.65085 | (1) | ||||
| (1) | Reflects a weighted average purchase price of $11.65085 per share, at prices ranging from $11.615 to $11.71 per share. |
| (2) | Excludes commissions and other execution-related costs. |
| (3) | Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price will be provided. |
Magnetar Capital Master Fund
Date | Number of Shares Bought (Sold) | Price Per Share($)(8)(9) | ||||||
5/7/2015 | (110 | ) | $ | 11.50155 | (1) | |||
5/8/2015 | 113 | $ | 11.55655 | (2) | ||||
5/11/2015 | 1,476 | $ | 11.60 | (3) | ||||
5/12/2015 | (238 | ) | $ | 11.588 | (4) | |||
5/13/2015 | (253 | ) | $ | 11.571 | (5) | |||
5/14/2015 | (302 | ) | $ | 11.5855 | (6) | |||
5/15/2015 | (210 | ) | $ | 11.62162 | (7) | |||
| (1) | Reflects a weighted average sale price of $11.50155 per share, at prices ranging from $11.45 to $11.58 per share. |
| (2) | Reflects a weighted average purchase price of $11.55655 per share, at prices ranging from $11.55 to $11.56 per share. |
| (3) | Reflects a weighted average purchase price of $11.60 per share, at prices ranging from $11.58 to $11.62 per share. |
| (4) | Reflects a weighted average sale price of $11.588 per share, at prices ranging from $11.57 to $11.62 per share. |
| (5) | Reflects a weighted average sale price of $11.571 per share, at prices ranging from $11.57 to $11.58 per share. |
| (6) | Reflects a weighted average sale price of $11.5855 per share, at prices ranging from $11.57 to $11.60 per share. |
| (7) | Reflects a weighted average sale price of $11.62162 per share, at prices ranging from $11.61 to $11.63 per share. |
| (8) | Excludes commissions and other execution-related costs. |
| (9) | Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased or sold at each separate price will be provided. |
Funds (other than PRA Master Fund) and the Managed Accounts
Date | Number of Shares Bought (Sold) | Price Per Share($)(7)(8) | ||||||
5/6/2015 | 100,000 | $ | 11.66094 | (1) | ||||
5/7/2015 | 100,000 | $ | 11.50539 | (2) | ||||
5/12/2015 | 52,600 | $ | 11.57429 | (3) | ||||
5/13/2015 | 49,800 | $ | 11.57176 | (4) | ||||
5/14/2015 | 97,600 | $ | 11.57537 | (5) | ||||
5/15/2015 | 100,000 | $ | 11.62306 | (6) | ||||
| (1) | Reflects a weighted average purchase price of $11.66094 per share, at prices ranging from $11.62 to $11.68 per share. |
| (2) | Reflects a weighted average purchase price of $11.50539 per share, at prices ranging from $11.30 to $11.575 per share. |
| (3) | Reflects a weighted average purchase price of $11.57429 per share, at prices ranging from $11.55 to $11.58 per share. |
| (4) | Reflects a weighted average purchase price of $11.57176 per share, at prices ranging from $11.55 to $11.58 per share. |
| (5) | Reflects a weighted average purchase price of $11.57537 per share, at prices ranging from $11.56 to $11.59 per share. |
| (6) | Reflects a weighted average purchase price of $11.62306 per share, at prices ranging from $11.61 to $11.63 per share. |
| (7) | Excludes commissions and other execution-related costs. |
| (8) | Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price will be provided. |