INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
This Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed on June 27, 2011 (the “Original Schedule 13D” and, as supplemented and amended by this Amendment, the “Schedule 13D”) by TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc. and Messrs. David Bonderman, James G. Coulter and Alan Waxman with respect to the common stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background
This Amendment amends and restates the second, third and fourth paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:
TSL Advisers, LLC, a Delaware limited liability company (“TSL Advisers”), directly holds 7,402 shares of Common Stock of the Issuer (the “TSL Shares”) reported herein. The business and affairs of TSL Advisers are managed by its board of managers, whose sole members are Messrs. Bonderman, Coulter and Waxman.
Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings II, L.P. (“Holdings II”), a Delaware limited partnership, which is a member of TSL Advisers. Because of the relationship between Holdings II and TSL Advisers, Group Advisors may be deemed to beneficially own the TSL Shares. Messrs. Bonderman and Coulter are the directors, officers, and sole stockholders of Group Advisors.
Tarrant Capital is the sole stockholder of Tarrant Advisors, Inc., a Texas corporation (“Tarrant”), which is the general partner of TSL Equity Partners, L.P. (“Equity Partners”), a Delaware limited partnership, which is a member of TSL Advisers. Because of the investment by Equity Partners in TSL Advisers, Tarrant Capital may be deemed to beneficially own 5,364.8 shares of the TSL Shares (the “Tarrant TSL Shares”). In addition, Tarrant directly holds 1 share of Common Stock of the Issuer (the “Tarrant Share” and, together with the Tarrant TSL Shares, the “Tarrant Shares”).
Item 3. Source and Amount of Funds or Other Consideration
This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following after the second paragraph thereof:
Pursuant to the Subscription Agreement, the Issuer delivered a capital drawdown notice to TSL Advisers relating to the issuance of the TSL Shares for a cash purchase price of $960.56 per share in a private placement, for an aggregate purchase price of $4,355,172 (the “August 1, 2011 Purchase Price”). The Subscription Agreement sets forth the terms and conditions of the private placement, and contains customary representations and warranties from the Issuer and TSL Advisers with respect to the qualifications and ability of each to enter into and complete the private placement.
The August 1, 2011 Purchase Price will be funded by equity contributions from Equity Partners and Holdings II.
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates Item 5 of the Original Schedule 13D in its entirety as set forth below:
The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.
(a)-(b) The following disclosure assumes that there are a total of 113,653 shares of Common Stock of the Issuer outstanding as of August 1, 2011, which figure is based on information provided to the Reporting Person by the Issuer. Pursuant to Rule 13d-3 of the Act, (i) through TSL Advisers and Tarrant, Messrs. Bonderman and Coulter may be deemed to beneficially own 7,403 shares Common Stock, which constitute approximately 6.7% of the outstanding Common Stock; (ii) through TSL Advisers, Mr. Waxman may be deemed to beneficially own 7,402 shares of Common Stock, which constitute approximately 6.7% of the outstanding Common Stock; (iii) through TSL Advisers, Group Advisors may be deemed to beneficially own 7,402 shares of Common Stock, which constitute approximately 6.7% of the outstanding Common Stock; and (iv) through Tarrant, Tarrant Capital may be deemed to beneficially own 5,365.8 shares Common Stock, which constitute approximately 4.8% of the outstanding Common Stock.
(c) None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, without independent verification, any person named in Item 2 hereof, has effected any transaction in the Common Stock since the filing of the Original Schedule 13D.
(d) Other than the Reporting Persons, no other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
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.
