SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LDK Solar Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.10 per share
(Title of Class of Securities)
50183L107
(CUSIP Number)
D. E. Shaw & Co., L.P.
Attn: Compliance Department
1166 Avenue of the Americas, 9th Floor
New York, NY 10036
212-478-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 1, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 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. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| D. E. Shaw Galvanic International, Inc. | |
| FEIN 98-0423613 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
| WC | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 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 | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| CO |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by American depositary shares (“ADS”) and a principal amount of $32,803,500 of 5.535% Convertible Senior Notes Due 2018 (the “Bonds”) exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
D. E. Shaw Galvanic Portfolios, L.L.C. | |
FEIN 46-0698436 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK 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 | |
18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
OO |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
D. E. Shaw Manager II, L.L.C. | |
FEIN 46-0698590 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK 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 | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
D. E. Shaw Adviser II, L.L.C. | |
FEIN 46-0698533 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK 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 | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
D. E. Shaw & Co., L.L.C. | |
FEIN 13-3799946 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK 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 | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| OO |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 1,980,468 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
D. E. Shaw & Co., L.P. | |
FEIN 13-3695715 |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK 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 | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IA, PN |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 2,058,042 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| CUSIP No. 50183L107 |
| 1 | NAME OF REPORTING PERSON |
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
David E. Shaw | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)¨ |
| (b)¨ |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (See Instructions) | |
AF | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER |
| 0 | ||
| 8 | SHARED VOTING POWER | |
| 18,206,556 (1) | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 10 | SHARED DISPOSITIVE POWER | |
| 18,206,556 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 18,206,556 (1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN | |
| SHARES (SEE INSTRUCTIONS) | ¨ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 4.9% (1) | ||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| IN |
| (1) | As of April 10, 2015, the number of shares beneficially owned includes 2,058,042 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details. |
| Item 1. | Security and the Issuer |
This statement on Schedule 13D relates to the Ordinary Shares, par value $0.10 per share (the “Ordinary Shares”) of LDK Solar Co., Ltd. (the “Issuer”). The principal executive offices of the Issuer are located at Hi-Tech Industrial Park Xinyu City, Jiangxi Province 338032, People’s Republic of China.
| Item 2. | Identity and Background |
(a), (f) This statement is filed on behalf of D. E. Shaw Galvanic International, Inc., a British Virgin Islands corporation (“Galvanic International”), D. E. Shaw Galvanic Portfolios, L.L.C., a Delaware limited liability company (“Galvanic Portfolios”), D. E. Shaw Manager II, L.L.C., a Delaware limited liability company (“Manager II”), D. E. Shaw Adviser II, L.L.C., a Delaware limited liability company (“Adviser II”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. Shaw,” and together with Galvanic International, Galvanic Portfolios, Manager II, Adviser II, DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 3 and incorporated herein by reference.
(b) The business address and principal office, as applicable, of all Reporting Persons is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.
(c) The principal business of Galvanic International is that of a corporation focusing primarily on credit and credit-linked securities related investment strategies. The principal business of Galvanic Portfolios is that of a limited liability company focusing primarily on credit and credit-linked securities related investment strategies. Galvanic International is a wholly owned subsidiary of Galvanic Portfolios, and neither has any executive officers or directors. The principal business of Manager II is to act as a manager to certain funds, including, without limitation, Galvanic Portfolios. The principal business of Adviser II is to act as an adviser to certain funds, including, without limitation, Galvanic Portfolios. The principal business of DESCO LLC is to act as a manager to certain entities, including, without limitation, Manager II. The principal business of DESCO LP is to act as a managing member of certain entities including, without limitation, Adviser II. D. E. Shaw & Co. II, Inc., a Delaware Corporation (“DESCO II Inc.”), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. David E. Shaw is the President and sole shareholder of each of DESCO II Inc. and DESCO Inc.
(d) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) On September 16, 2013, DESCO LP entered into a settled administrative proceeding (the “Settlement”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to inadvertent violations of Rule 105 (“Rule 105”) of Regulation M under the Securities Exchange Act of 1934. Rule 105 prohibits buying an equity security made available through a public offering, conducted on a firm basis, from an underwriter or broker or dealer participating in the offering after having sold short the same security during the restricted period as defined in the rule. Rule 105 applies irrespective of the short seller’s intent in effecting the short sale. Pursuant to the Settlement, DESCO LP paid $447,794 in disgorgement, $18,192.37 in pre-judgment interest, and a civil penalty of $201,506. The Settlement also requires that DESCO LP “cease and desist from committing or causing any violations and any future violations of Rule 105.” The SEC order implementing the Settlement notes that in determining to accept DESCO LP’s offer to enter into the Settlement, the SEC considered “remedial acts promptly undertaken” by DESCO LP and “cooperation afforded to [SEC] staff” by DESCO LP. Except with respect to the matter described above, no Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
In acquiring 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds, Galvanic International expended approximately $10,808,127 (excluding commissions) of its working capital.
| Item 4. | Purpose of Transaction |
Prior to December 17, 2014, Galvanic International owned a principal amount of RMB199,800,000 of the Issuer’s US$-Settled 10.00% Senior Notes due 2014 (the “Senior Notes”), representing 11.75% of the Senior Notes. The Issuer and several subsidiaries subsequently entered into restructuring proceedings in courts in the Cayman Islands, Hong Kong, and the United States. Galvanic International was a participant in the Issuer’s restructuring activities, insofar as it served on an ad hoc committee of holders of Senior Notes. As discussed in the Issuer’s 6-K filed December 18, 2014, the Issuer’s restructuring proceedings closed on December 17, 2014. As a result of these restructuring proceedings, in exchange for the principal amount of RMB199,800,000 Senior Notes, Galvanic International received 1,979,844 Ordinary Shares, or 1.0% of the outstanding Ordinary Shares represented by ADSs, and a principal amount of $32,803,500 of the Bonds, or 12.4% of the outstanding Bonds. Prior to April 1, 2015, the Bonds were convertible at a rate of 50 Ordinary Shares per $1,000 of the principal amount if such conversion occurred on or before March 31, 2015. Therefore, prior to April 1, 2015, Galvanic International’s interest in the Ordinary Shares represented by ADSs represented 1.0% of the Ordinary Shares, and the Bonds were exercisable into 0.8% of the Ordinary Shares. After April 1, 2015, the Bonds became convertible at a rate calculated as the number of Ordinary Shares into which $1,000 of the principal amount of the Bonds can be converted into at the average volume-weighted average price during the 20-trading-day period immediately prior to (but excluding) the relevant date (the “Floating Conversion Rate”). On April 1, 2015, based on Galvanic International’s estimate of the Floating Conversion Rate on that day of $0.16, Galvanic International held 0.5% of the Ordinary Shares represented by ADSs, and the Bonds were exercisable into 35.2% of the Ordinary Shares.
Galvanic International will review its investment in the Ordinary Shares and the Bonds from time to time and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Ordinary Shares, the Bonds, or other securities related to the Issuer, and other general market and investment conditions, Galvanic International may determine to:
• acquire additional Ordinary Shares or Bonds through open market purchases or otherwise; or
• sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to the Ordinary Shares or the Bonds through the open market or otherwise.
Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.
| Item 5. | Interest in Securities of the Issuer |
(a), (b) Based upon the Issuer’s Form T-3/A, filed with the SEC on February 17, 2015, there were 235,523,289 Ordinary Shares issued and outstanding as of February 17, 2015. The 1,979,844 Ordinary Shares represented by ADSs beneficially owned by Galvanic International represent approximately 0.5% of the fully diluted Ordinary Shares issued and outstanding (the “Galvanic Shares”), and the principal amount of $32,803,500 of the Bonds beneficially owned by Galvanic International represents approximately 36.6% of the fully diluted Ordinary Shares issued and outstanding (the “Galvanic Bonds”) based on an estimated Floating Conversion Rate of $0.15 as of April 10, 2015. Galvanic Portfolios, as the sole director and sole shareholder of Galvanic International, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares and the Galvanic Bonds. Ordinary Shares represented by ADSs are also beneficially owned by D. E. Shaw Valence Portfolios, L.L.C. (“Valence Portfolios”), and D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus Portfolios”). The 77,574 Ordinary Shares represented by ADSs beneficially owned by Valence Portfolios represent approximately 0.0% of the fully diluted Ordinary Shares issued and outstanding (the “Valence Shares”). The 624 Ordinary Shares represented by ADSs beneficially owned by Oculus Portfolios represent approximately 0.0% of the fully diluted Ordinary Shares issued and outstanding (the “Oculus Shares”).
Manager II, as the manager of Galvanic Portfolios, and Adviser II, as the investment adviser of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares and the Galvanic Bonds.
DESCO LLC, as the managing member of Manager II and the manager of Oculus Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares, the Galvanic Bonds, and the Oculus Shares.
DESCO LP, as the managing member and investment adviser of Valence Portfolios, the investment adviser of Oculus Portfolios, and the managing member of Adviser II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares, the Galvanic Bonds, the Oculus Shares, and the Valence Shares (collectively the “Subject Shares”). On April 10, 2015, the Reporting Persons beneficially owned 37.2% of the outstanding shares. None of DESCO LP, DESCO LLC, Adviser II, or Manager II owns any of the Ordinary Shares or the Bonds directly, and each of DESCO LP, DESCO LLC, Adviser II, and Manager II disclaims beneficial ownership of the Subject Shares and Bonds.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, which in turn is the managing member and investment adviser of Valence Portfolios, the investment adviser of Oculus Portfolios, and the managing member of Adviser II, and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Oculus Portfolios and the managing member of Manager II, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares as described above. Therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.
As of April 1, 2015, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owned any Ordinary Shares other than those set forth in Item 5.
(c) None of the Reporting Persons has transacted in the Ordinary Shares, including ADSs or the Bonds during the past sixty days.
(d) No person other than the Reporting Persons or any of the persons set forth in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.
(e) On April 13, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the fully diluted Ordinary Shares issued and outstanding, pursuant to the deed poll discussed in Item 6.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Valence Portfolios maintains an open short position of 7 Ordinary Shares, represented by ADSs, and D. E. Shaw Asymptote Portfolios, L.L.C. maintains an open short position of 9,690 Ordinary Shares, represented by ADSs.
These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts.
Galvanic International has executed a deed poll for the benefit of the Issuer whereby Galvanic International has agreed that it will not issue, nor will it cause or instruct any other party to issue on its behalf, a conversion notice in respect of any securities in which Galvanic International has beneficial ownership if giving such a conversion notice will, or may reasonably be expected to, result in Galvanic International and its affiliates, collectively having beneficial ownership of more than 4.9% of the total outstanding Ordinary Shares of the Issuer. The deed poll is attached hereto as Exhibit 4 and incorporated herein by reference.
Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the person listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
| Item 7. | Material to be filed as Exhibits |
| Exhibit 1 | Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated December 16, 2014. |
| Exhibit 2 | Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated December 16, 2014. |
| Exhibit 3 | Joint Filing Agreement, by and among the Reporting Persons, dated April 13, 2015. |
| Exhibit 4 | Noteholder’s Deed Poll for D. E. Shaw Galvanic International, Inc., dated April 13, 2015. |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated December 16, 2014, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto as Exhibits 1 and 2 and incorporated herein by reference.
Dated: April 13, 2015
| D. E. Shaw Galvanic International, Inc. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw Galvanic Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw Manager II, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw Adviser II, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Attorney-in-Fact for David E. Shaw | ||