Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
TURQUOISE HILL RESOURCES LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
900435108
(CUSIP Number)
Matthew Halbower
Pentwater Capital Management LP
1001 10th Avenue South, Suite 216
Naples, FL 34102
(239) 384-9750
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 26, 2022
(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 ☐.
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.
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Capital Management LP |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
N/A |
||
| 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
29,143,882 (1) |
|
| 8 |
SHARED VOTING POWER
0 |
||
|
9
|
SOLE DISPOSITIVE POWER
29,143,882 (1) |
||
|
10
|
SHARED DISPOSITIVE POWER
0 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,143,882 (1) |
||
| 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)
14.48% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA |
||
| (1) | This amount includes 40,000 shares issuable upon exercise of call options held by certain of the Funds (as defined below). |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Crown Managed Accounts SPC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,001,055 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,001,055 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,001,055 (1) |
||
| 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)
0.50% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | This amount includes 2,400 shares issuable upon exercise of call options held by the reporting person. |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
LMA SPC on behalf of MAP 98 Segregated Portfolio |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
297,250 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
297,250 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,250 (1) |
||
| 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)
0.15% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | This amount includes 1,600 shares issuable upon exercise of call options held by the reporting person. |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Investment Opportunities 3 SPC |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,431,591 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
1,431,591 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,431,591 |
||
| 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)
0.71% (1) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Oceana Master Fund Ltd. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
3,691,313 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
3,691,313 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,691,313 (1) |
||
| 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)
1.83% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | This amount includes 11,100 shares issuable upon exercise of call options held by the reporting person. |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Equity Opportunities Master Fund Ltd. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
2,385,944 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
2,385,944 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,385,944 (1) |
||
| 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)
1.19% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | This amount includes 6,300 shares issuable upon exercise of call options held by the reporting person. |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Merger Arbitrage Master Fund Ltd. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
7,761,278 (1) |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
7,761,278 (1) |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,761,278 (1) |
||
| 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)
3.86% (2) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | This amount includes 18,600 shares issuable upon exercise of call options held by the reporting person.. |
| (2) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
PWCM Master Fund Ltd. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
5,152,591 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
5,152,591 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,152,591 |
||
| 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)
2.56% (1) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Unconstrained Master Fund. Ltd |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
157,978 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
157,978 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,978 |
||
| 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)
0.08% (1) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Credit Master Fund Ltd. |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
WC |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
204,626 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
204,626 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,626 |
||
| 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)
0.10% (1) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
||
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| CUSIP No. 900435108 |
| 1 |
NAME OF REPORTING PERSONS
Matthew Halbower |
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒
| |
| 3 |
SEC USE ONLY
|
||
| 4 |
SOURCE OF FUNDS
PF |
||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ | |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
7,060,256 |
||
|
9
|
SOLE DISPOSITIVE POWER
0 |
||
|
10
|
SHARED DISPOSITIVE POWER
7,060,256 |
||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,060,256 |
||
| 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)
3.51% (1) |
||
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
||
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022 |
This Amendment No. 6 (this “Amendment”) to Schedule 13D amends the Schedule 13D filed by Pentwater Capital Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed Accounts SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Thanksgiving Fund LP a limited partnership formed in the Cayman Islands (“PTHK”) (which is no longer a reporting person), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Metric Merger Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”) (which is no longer a reporting person), and Pentwater Unconstrained Master Fund, Ltd. an exempted company formed in the Cayman Islands (“PWUM”), and Matthew Halbower, chief executive officer of Pentwater Capital, as the same has been amended by Amendments Nos. 1, 2, 3, 4 and 5 thereto (as amended, the “Schedule 13D”). Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM, and Matthew Halbower are collectively referred to herein as “Existing Reporting Persons.” The Existing Reporting Persons, together with Pentwater Credit Master Fund Ltd., an exempted company formed in the Cayman Islands (“PCMF”), are collectively referred to herein as the “Reporting Persons.” CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM and PCMF are collectively referred to herein as the “Funds.” Pentwater Capital is the investment adviser of each of the Funds.
Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a), (f) This statement is being filed on behalf of Pentwater Capital Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed Accounts SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Unconstrained Master Fund, Ltd. an exempted company formed in the Cayman Islands (“PWUM”), Pentwater Credit Master Fund Ltd., an exempted company formed in the Cayman Islands (“PCMF”), and Matthew Halbower, chief executive officer of Pentwater Capital. Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM, PCMF and Matthew Halbower are collectively referred to herein as “Reporting Persons.” CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM and PCMF are collectively referred to herein as the Funds.
(b) The business address of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c) The principal business of the Reporting Persons is investing for accounts under their management. Pentwater Capital is the investment manager for the Funds. Halbower Holdings Inc. is the general partner of Pentwater Capital, and Matthew Halbower is the chief executive officer and sole director of Halbower Holdings Inc.
(d) (e) During the last five years, neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed on Exhibit A or named in this Item 2, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been 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.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit B.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS |
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The aggregate purchase price for the 29,143,882 shares of Common Stock, inclusive of call options with respect to 40,000 shares of Common Stock held by the Reporting Persons, is approximately $644,211,770 (including $6,071,302 for the shares of Common Stock reported herein as beneficially owned by PCMF). Such securities were purchased using the investment capital of each applicable Fund. The shares of Common Stock owned by the Funds are held primarily in margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The Funds’ collective indebtedness in their margin accounts associated with their investments in securities of the Issuer was approximately $464,770,753 as of October 5, 2022. The Reporting Persons may from time to time acquire shares in, or transfer shares to, cash accounts that would not be subject to such margin account arrangements.
| ITEM 4. | PURPOSE OF THE TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
PCMF is managed by Pentwater Capital and acquired the shares of Common Stock reported herein as being beneficially owned by it for the purposes previously disclosed in the Schedule 13D with respect to the other Reporting Persons.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D/Amendment 6 is reflected on that Reporting Person’s cover page. By virtue of his position with Pentwater Capital, Mr. Halbower has the sole power to vote the shares of Common Stock owned by the Reporting Persons. Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.
(c) The transactions in the Common Stock that have been effected on behalf of the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D are set forth in Schedule A and incorporated herein by reference. Other than those transactions and the transactions set forth in Schedule A to Amendment Nos. 3, 4 and 5 to the Schedule 13D, there were no other such transactions in the securities by the Reporting Persons that were effected during the past 60 days.
(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, the shares of Common Stock.
(e) Not applicable.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Item 7 of the Schedule 13D is hereby amended by adding the following Exhibit:
Exhibit B Joint Filing Agreement, dated as of October 6, 2022, by and among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 6, 2022 |
PENTWATER CAPITAL MANAGEMENT LP | |
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| CROWN MANAGED ACCOUNTS SPC | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| LMA SPC for and on behalf of MAP 98 Segregated Portfolio | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| INVESTMENT OPPORTUNITIES 3 SPC | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| OCEANA MASTER FUND LTD. | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| PENTWATER MERGER ARBITRAGE MASTER FUND LTD. | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| PWCM MASTER FUND LTD. | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| PENTWATER UNCONSTRAINED MASTER FUND LTD. | ||
| By: Pentwater Capital Management LP, its investment manager | ||
| By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
PENTWATER CREDIT MASTER FUND LTD. | ||
By: Pentwater Capital Management LP, its investment manager | ||
By: Halbower Holdings, Inc., its general partner | ||
| By: | /s/ Matthew Halbower | |
| Name: | Matthew Halbower | |
| Title: | Chief Executive Officer | |
| MATTHEW C. HALBOWER | ||
| /s/ Matthew Halbower | ||
| Matthew C. Halbower | ||
Schedule A
Transactions in the shares of the Issuer During the Past 60 Days
For account of Crown Managed Accounts SPC
| Date | Transaction Type |
Number of shares of Common Stock |
Price ($) |
| 9/30/22 | Buy | 3,468 | 40.855500* |
| 10/3/22 | Buy | 246 | 40.913704* |
| 10/3/22 | Buy | 664 | 40.814055* |
| 10/3/22 | Buy | 13,650 | 41.000000 * |
| 10/5/22 | Buy | 1,729 | 40.864763* |
*Canadian dollars
For account of Investment Opportunities 3 SPC
| Date | Transaction Type |
Number of shares of Common Stock |
Price ($) |
| 9/26/22 | Buy | 65,020 | 40.790205* |
| 9/26/22 | Buy | 8,454 | 40.665922* |
| 9/29/22 | Buy | 39,626 | 40.937192* |
| 9/30/22 | Buy | 3,332 | 40.855500* |
| 10/3/22 | Buy | 246 | 40.913704* |
| 10/3/22 | Buy | 664 | 40.814055* |
| 10/3/22 | Buy | 13,650 | 41.000000* |
| 10/5/22 | Buy | 1,729 | 40.864763* |
*Canadian dollars
For account of Pentwater Merger Arbitrage Master Fund Ltd.
| Date | Transaction Type |
Number of shares of Common Stock |
Price ($) |
| 9/30/22 | Buy | 26,690 | 40.855500* |
| 10/3/22 | Buy | 2,168 | 40.913704* |
| 10/3/22 | Buy | 5,862 | 40.814055* |
| 10/3/22 | Buy | 120,450 | 41.000000* |
| 10/5/22 | Buy | 15,257 | 40.864763* |
*Canadian dollars
For account of Pentwater Unconstrained Master Fund Ltd.
| Date | Transaction Type |
Number of shares of Common Stock |
Price ($) |
| 10/3/22 | Buy | 40 | 40.913704* |
| 10/3/22 | Buy | 110 | 40.814055* |
| 10/3/22 | Buy | 2,250 | 41.000000* |
| 10/5/22 | Buy | 285 | 40.864763* |
*Canadian dollars
For account of Pentwater Credit Master Fund Ltd.
| Date | Transaction Type |
Number of shares of Common Stock |
Price ($) |
| 9/26/22 | Buy | 181,080 | 40.790205* |
| 9/26/22 | Buy | 23,546 | 40.665922* |
*Canadian dollars