SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
Overture Acquisition Corp.
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(Name of Issuer)
Ordinary Shares, $0.0001 par value per share
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(Title of Class of Securities))
G6830P100
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(CUSIP NUMBER)
Elizabeth W. Cochrane, Esq.
c/o Arrowgrass Capital Partners (US) LP
245 Park Avenue
New York, NY 10167
(212) 584-1161
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(Name, address and telephone number of person
authorized to receive notices and communications)
January 25, 2010
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(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 which 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 [x].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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. G6830P100 13D Page 2 of 11 Pages
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(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Partners (US) LP
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) [ ]
(b) [X]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (see instructions)
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(3) SEC USE ONLY OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,856,220 ordinary shares
OWNED BY ----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,856,220 ordinary shares
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,856,220 ordinary shares
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(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
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(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON (see instructions)
PN
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CUSIP No. 74347T103 13D Page 3 of 11 Pages
(1) NAME OF REPORTING PERSONS
Arrowgrass Capital Services (US) Inc.
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [X]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------------------
(4) SOURCE OF FUNDS (see instructions)
OO
- -------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- -------------------------------------------------------------------------------
(3) SEC USE ONLY OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ----------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,856,220 ordinary shares
OWNED BY ----------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ----------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,856,220 ordinary shares
- -------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,856,220 ordinary shares
- -------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
- -------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
9.9%
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(14) TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 74347T103 13D Page 4 of 11 Pages
Item 1. Security and Issuer.
This statement relates to the ordinary shares, par value $0.0001 per
share (the "Shares"), of Overture Acquisition Corp., a Cayman Islands
corporation (the "Company"). The Company's principal executive offices are
located at c/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand
Cayman KY1-1104, Cayman Islands.
Item 2. Identity and Background.
(a) This Statement is filed by:
(i) Arrowgrass Capital Partners (US) LP ("ACP"), with respect
to the Shares directly held by Arrowgrass Master Fund Ltd. a Cayman Islands
exempted company ("AMF"). ACP serves as the investment manager of AMF; and
(ii) Arrowgrass Capital Services (US) Inc. ("ACS"), which is
the General Partner of ACP, with respect to the Shares beneficially owned by
ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The address of the principal business and principal office of ACP and
ACS is 245 Park Avenue, 39th Floor, New York, New York 10167.
(c) The principal business of each of the Reporting Persons is the
management of investment funds and activities related thereto.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons 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, was, 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.
(f) ACP is a Delaware limited partnership. ACS is a Delaware corporation.
Schedule A attached hereto sets forth the information required by Instruction C
of the instructions to Schedule 13D.
Item 3. Source and Amount of Funds and Other Consideration.
The Shares purchased by AMF were acquired with working capital in open market
transactions at an aggregate cost (excluding commissions, if any) of
approximately $18,470,694.
CUSIP No. 74347T103 13D Page 5 of 11 Pages
Item 4. Purpose of the Transaction.
The Shares reported herein by the Reporting Persons were acquired for
investment purposes in the ordinary course of business.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, including in any Exhibits hereto, the Reporting
Persons have no present plan or proposal that would relate to or result in any
of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.
The Company was organized for the purpose of acquiring, through a
merger, capital stock, exchange, asset acquisition or other similar business
combination, an operating business (a "Business Combination"). The Company
consummated an initial public offering in January 2008 in connection with which
it raised gross proceeds of approximately $150 million, a significant portion of
which was placed in a trust account pending the consummation of a Business
Combination on or prior to January 30, 2010. Pursuant to certain provisions in
the Company's certificate of incorporation, as amended, a holder of Shares of
the Company issued in the Company's initial public offering may, if it votes
against the Business Combination, demand that the Company redeem its Shares into
cash (the "Redemption Rights"). A Business Combination will not be consummated
if the holders of more than 30% of the Shares vote against the Business
Combination and request Redemption Rights. On January 11, 2010, the Company
distributed a proxy statement for a vote of its stockholders on a proposed
Business Combination (the "Proposed Business Combination").
On January 25, 2010, the Reporting Persons entered into an Option
Purchase Agreement (the "Option Agreement") which is referenced as Exhibit 1
hereto with Malibu Capital Partners, LLC, a California limited liability company
("Malibu"). Pursuant to the terms of the Option Agreement, AMF granted to Malibu
an option to purchase from AMF all (but not less than all) of the Shares of AMF
reported herein. The option expires on or prior to the earlier to occur of (i)
the date the Company liquidates its trust account or (ii) the unilateral
decision of Malibu to terminate that is communicated to AMF in writing. If
Malibu exercises its Option, AMF is required to sell the Shares to Malibu and
Malibu is required to purchase from AMF the Shares at a price equal to that
certain pro rata portion of the Company's trust account due to its public
stockholders as set forth in the Company's final definitive proxy statement
filed with the U.S. Securities and Exchange Commission in connection with the
Proposed Business Combination. In the Option Agreement AMF agreed to vote its
Shares against the Proposed Business Combination. Upon exercise of the option by
Malibu and until the Shares are settled in Malibu's account, AMF agreed to
switch its vote to vote in favor of, abstain from voting upon, or vote against,
the Proposed Business Combination as requested in writing by Malibu.
CUSIP No. 74347T103 13D Page 6 of 11 Pages
The summary of the Option Agreement is not complete, and is qualified
in its entirety by reference to the full text of the agreements, which is
referenced as Exhibit 1 to this Schedule 13D. Confidential Treatment is
requested with respect to certain portions of the Option Agreement.***
On February 1, 2010 the Issuer announced that the Proposed Business
Combination will not occur because more than 30% of the Shares voted against the
Proposed Business Combination and requested Redemption Rights.
The entering into the Option Agreement may result in the Reporting
Persons being deemed a "group" with Malibu and certain of its affiliates (the
"Malibu Reporting Persons") within the meaning of Section 13(d) of the Act.
Although the Reporting Persons and the Malibu Reporting Persons may be deemed to
be a "group" with each other within the meaning of Section 13(d) of the Act, the
Reporting Persons do not believe that they are part of a group with the Malibu
Reporting Persons and expressly disclaim membership in any "group" with the
Malibu Reporting Persons. The Reporting Persons expressly disclaim beneficial
ownership of any Shares that may be deemed to be beneficially owned by the
Malibu Reporting Persons. On information and belief, the Malibu Reporting
Persons beneficially own 367,200 Shares, representing approximately 2.0% of the
outstanding Shares(the "Malibu Position").
Item 5. Interest in Securities of the Issuer.
A. Arrowgrass Capital Partners (US) LP
(a) As of the date hereof, not including the Malibu Position
described in Item 4 above, ACP may be deemed the beneficial
owner of the 1,856,220 Shares held by AMF.
Percentage: Not including the Malibu Position described in
Item 4 above, approximately 9.9% as of the date hereof. The
percentages used herein and in the rest of the Schedule 13D
are calculated based upon 18,750,000 Shares outstanding,
which reflects the number of Shares outstanding, as of
January 7, 2010, as reported in the Company's prospectus
filed pursuant to Rule 424(b)(2) filed on January 11, 2010.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty days on
behalf of AMF, which were all in the open market unless
otherwise noted, are set forth in Schedule B, and are
incorporated herein by reference.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Shares.
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
CUSIP No. 74347T103 13D Page 7 of 11 Pages
(e) Not applicable.
B. Arrowgrass Capital Services (US) Inc.
(a) As of the date hereof, not including the Malibu Position
described in Item 4 above, ACS, as the General Partner of
ACP, may be deemed the beneficial owner of the 1,856,220
Shares held by AMF.
Percentage: Not including the Malibu Position described in
Item 4 above, approximately 9.9% as of the date hereof.
(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: See item (a) above.
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
See item (a) above.
(c) The transactions in the Shares within the last sixty days on
behalf of AMF, which were all in the open market unless
otherwise noted, are set forth in Schedule B, and are
incorporated herein by reference.
(d) No person other than the Reporting Persons is known to have
the right to receive, or the power to direct the receipt of
dividends from, or proceeds from the sale of, such shares of
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Option Agreement, for which the Reporting Persons are
requesting Confidential Treatment with respect to certain portions thereof***,
and the Joint Filing Agreement attached as Exhibit 2 hereto, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.
CUSIP No. 74347T103 13D Page 8 of 11 Pages
Item 7. Materials to be Filed as Exhibits.
*Exhibit 1: Option Agreement dated January 25, 2010 by and among the parties
named on the signature pages date thereto.
Exhibit 2: Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Act.
*Confidential treatment is requested for certain portions of this exhibit
pursuant to 17 C.F.R. Section 200.8(b)(4) and 240.24b-2.
CUSIP No. 74347T103 13D Page 9 of 11 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 5, 2010
ARROWGRASS CAPITAL PARTNERS (US) LP ARROWGRASS CAPITAL SERVICES (US) INC.
By: Arrowgrass Capital Services (US) By: /s/ Sean Flynn
Inc., its General Partner ---------------
Name: Sean Flynn
Title Director
By: /s/ Sean Flynn
--------------
Name: Sean Flynn
Title Director
CUSIP No. 74347T103 13D Page 10 of 11 Pages
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS OF CERTAIN REPORTING PERSONS
The following sets forth the name, position, address, principal
occupation and citizenship of each director and executive officer of the
applicable Reporting Persons (the "Instruction C Persons"). To the best of the
Reporting Persons' knowledge, (i) none of the Instruction C Persons during the
last five years has been convicted in a criminal proceeding (excluding traffic
violations or other similar misdemeanors) or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was 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 and (ii) none of the Instruction C Persons owns any Shares or is party
to any contract or agreement as would require disclosure in this Schedule 13D.
ARROWGRASS CAPITAL SERVICES (US) INC.
Sean Flynn serves as director of ACS. His business address is PO Box 242, Grand
Cayman, KY1-1104 Cayman Islands. His principal occupation is serving as Director
- - HF Fund Services Ltd, at PO Box 242, Grand Cayman, KY1-1104 Cayman Islands.
Mr. Flynn is a citizen of Ireland.
CUSIP No. 74347T103 13D Page 11 of 11 Pages
Schedule B
EQUITY
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)
- ---- ---------------- ---------------- -------------------
12/01/09 Purchase 39,500 9.97
12/18/09 Purchase 280,000 10.00
12/24/09 Purchase 3,900 10.00
12/28/09 Purchase 19,200 10.00
12/29/09 Purchase 5,300 10.00
OPTIONS
DATE TRANSACTION TYPE NUMBER OF SHARES PRICE PER SHARE ($)
- ---- ---------------- --------- ------ -------------------
*1/25/09 Sale of Call Option 1,856,220 ***
* Private party negotiation between the Reporting Persons and Malibu. See Items
4 and 6 and Exhibit 1 for more details.
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment in accordance with Rule 24b-2 of the Securities Exchange Act of 1934,
as amended.