This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on June 27, 2011, as amended by Amendment No. 1 filed on August 2, 2011 (as amended, 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 fourth, fifth and sixth paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:
“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., a Delaware limited partnership (“Equity Partners”), 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”).
TSL FOF, L.P., a Delaware limited partnership (“TSL FOF”), directly holds 2,125 shares of Common Stock of the Issuer (the “Tarrant FOF Shares”) reported herein. Tarrant is the general partner of TSL FOF. Because of the relationship between Tarrant and TSL FOF, Tarrant Capital may be deemed to beneficially own the TSL FOF Shares. In addition, Tarrant Capital directly holds 1 share of Common Stock of the Issuer (the “Tarrant Share” and together with the Tarrant TSL Shares and the Tarrant FOF Shares, the “Tarrant Shares”).
Messrs. Bonderman and Coulter are the directors, officers and sole stockholders of each of Tarrant Capital and Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Tarrant Capital and Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the TSL Shares and the Tarrant Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the TSL Shares and the Tarrant Shares except to the extent of their pecuniary interest therein. Because Mr. Waxman is a member of the board of managers of TSL Advisers, he may be deemed to beneficially own the TSL Shares. Mr. Waxman disclaims beneficial ownership of the TSL Shares except to the extent of his pecuniary interest therein.
The principal business of Group Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities (including TSL Advisers) engaged in making or recommending investments in securities of public and private companies. The principal business of Tarrant Capital is serving as the sole ultimate general partner, managing member or similar entity of related entities (including Equity Partners and TSL FOF) engaged in making or recommending investments in securities of public and private companies.”
Schedule I and Schedule II to Item 2 of this Amendment amend and restate Schedule I and Schedule II, respectively, to Item 2 of the Original Schedule 13d in their entirety.
.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 fifth paragraph thereof:
“Pursuant to the Subscription Agreement, dated as of December 2, 2011 (the “TSL FOF Subscription Agreement”), by and among the Issuer, TSL Advisers and TSL FOF, the Issuer delivered a capital drawdown notice to TSL FOF relating to the issuance of the TSL FOF Shares for a cash purchase price of $988.56 per share in a private placement, for an aggregate purchase price of $2,100,693 (the “December 2, 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 FOF with respect to the qualifications and ability of each to enter into and complete the private placement.
The December 2, 2011 Purchase Price will be funded by equity contributions from TSL FOF.
References to and descriptions of the TSL FOF Subscription Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the TSL FOF Subscription Agreement which is attached as Exhibit 5 hereto and incorporated herein by this reference.”
Item 4. Purpose of Transaction
This Amendment amends and restates the second and third paragraphs of Item 4 of the Original Schedule 13D in its entirety as set forth below:
“The Reporting Persons may seek to dispose all or part of the TSL Shares and/or the Tarrant Shares from time to time, subject to limitations in the Subscription Agreement or the TSL FOF Subscription Agreement, as applicable, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Persons and/or other investment considerations.
In addition to the foregoing, as required by the Subscription Agreement, the TSL FOF Subscription Agreement, or otherwise, each Reporting Person, at any time and from time to time may directly or indirectly acquire additional shares of Common Stock or, if any, associated rights or securities exercisable for or convertible into Common Stock, depending upon an ongoing evaluation of its investment in the Common Stock and any securities exercisable for or convertible into Common Stock, limitations in the Subscription Agreement or TSL FOF Subscription Agreement, applicable legal restrictions, prevailing market conditions, liquidity requirements of such Reporting Person and/or other investment considerations.”
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following disclosure assumes that there are a total of 163,799 shares of Common Stock of the Issuer outstanding as of December 2, 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 9,528 shares of Common Stock, which constitute approximately 5.8% 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 4.5% 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 4.5% of the outstanding Common Stock; and (iv) through Tarrant, Tarrant Capital may be deemed to beneficially own 7,490.8 shares of Common Stock, which constitute approximately 4.6% of the outstanding Common Stock.”
Item 7. Material to Be Filed as Exhibits
This Amendment amends and supplements Item 7 of the Original Schedule 13D by inserting the following at the end thereof:
| 5. | Subscription Agreement, dated as of December 2, between TPG Specialty Lending, Inc., TSL FOF, L.P. and TSL Advisers, LLC. |
