Sec Form 13D Filing - Stonepeak Magnet Holdings LP filing for AKUMIN INC. (AKUMQ) - 2023-07-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Akumin Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Adrienne Saunders

General Counsel

c/o Stonepeak Infrastructure Partners

55 Hudson Yards

550 W. 34th St., 48th Floor

New York, NY 10001

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing persons 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 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 the disclosures provided in a prior cover page.

The information required in 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).

1	NAMES OF REPORTING PERSONS
	STONEPEAK MAGNET HOLDINGS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	STONEPEAK ASSOCIATES IV LLC
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS IV LLC
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS HOLDINGS LP
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS UPPER HOLDINGS LP
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

1	NAMES OF REPORTING PERSONS
	STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

 

1	NAMES OF REPORTING PERSONS
	MICHAEL DORRELL
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			20,614,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			20,614,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	20,614,093 (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)
	19.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

Explanatory Note: This Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2021 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Schedule 13D.

Item 1 of the Original Schedule 13D is hereby amended and restated as follows:

This Schedule 13D relates to the Common Stock, par value $0.01 (the “Common Stock”), of Akumin Inc., a corporation incorporated in Ontario, Canada (the “Issuer” or “Company”).  The Issuer’s principal executive offices are located at 8300 W. Sunrise Boulevard, Plantation, Florida 33322.

Item 2 of the Original Schedule 13D is hereby amended and restated as follows:

(a-c, f) This Schedule 13D is filed jointly by each of the following persons (collectively, the “Reporting Persons”):

This Schedule 13D relates to the Common Stock and Warrants held directly by Stonepeak Magnet, an investment vehicle formed for the primary purpose of making this specific investment. Stonepeak Associates IV LLC is the sole general partner of Stonepeak Magnet.  Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC.  Stonepeak GP Investors Holdings LP is the managing member of Stonepeak GP Investors IV LLC. Stonepeak GP Investors Upper Holdings LP is the general partner of Stonepeak GP Investors Holdings LP.  Stonepeak GP Investors Holdings Manager LLC is the general partner of Stonepeak GP Investors Upper Holdings LP.  Mr. Michael B. Dorrell is the Chairman, Chief Executive Officer, co-founder and sole member of Stonepeak GP Investors Holdings Manager LLC.

Upon the completion of the Restructuring (as defined in Item 4 herein), each of Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, and Stonepeak GP Investors Holdings Manager LLC may be deemed to indirectly exercise voting and dispositive power over the Common Stock and Warrants held directly by Stonepeak Magnet, and have been added as Reporting Persons to the Schedule 13D.  Also upon completion of the Restructuring, Stonepeak GP Investors Manager LLC no longer may be deemed to indirectly exercise voting and dispositive power over the Common Stock and Warrants held directly by Stonepeak Magnet, and so has been removed as a Reporting Person from the Schedule 13D.

The principal business address of each Reporting Person is 55 Hudson Yards, 550 W. 34th Street, 48th Floor, New York, New York 10001.

The agreement among each of the Reporting Persons to file this Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 9.

(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.

Item 3 of the Original Schedule 13D is hereby amended by adding the following:

The response to Item 4 of this Schedule 13D is incorporated by reference herein.

Item 4 of the Original Schedule 13D is hereby amended by adding the following:

On June 26, 2023, the Reporting Persons completed an internal restructuring (the “Restructuring”), pursuant to which Stonepeak GP Investors Holdings LP, Stonepeak GP Investors Upper Holdings LP, and Stonepeak GP Investors Holdings Manager LLC were created and Stonepeak GP Investors Holdings LP replaced Stonepeak GP Investors Manager LLC as the managing member of Stonepeak GP Investors IV LLC.  Following the Restructuring, Stonepeak GP Investors Manager LLC ceased being a beneficial owner of any shares of Common Stock.

In connection with their regular review of their investment in the Issuer, and based on current market conditions and other factors, the Reporting Persons are currently evaluating alternatives for their current investment and potential future investment in the Issuer, including but not limited to restructuring the terms of the Issuer’s existing debt instruments, a potential divestiture of certain assets, a potential sale of the Issuer, another form of extraordinary corporate transaction or other possible transactions. Towards that end, the Reporting Persons have engaged in and/or may engage in communications with, among others, members of the Issuer’s management, members of the Issuer’s board of directors, shareholders and/or debtholders of the Issuer, legal, financial, regulatory, technical, industry or other advisors, potential sources of financing, or other persons, regarding, among other things, the review and evaluation of strategic alternatives, opportunities to increase shareholder value, Issuer operations, governance and control, and other matters related to the Issuer or the Reporting Persons’ investment in the Issuer. In connection with such communications, the Reporting Persons may seek to enter into a non-disclosure agreement.

Item 5 of the Original Schedule 13D is hereby amended by adding the following:

(a) As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 20,614,093 shares of Common Stock, which represents approximately 19.2% of the outstanding shares of Common Stock.  This amount includes: (i) 3,500,000 shares of Common Stock held directly by Stonepeak Magnet; and (ii) 17,114,093 shares of Common Stock that the Reporting Persons currently have the right to acquire upon exercise of the Warrants held directly by Stonepeak Magnet.

The foregoing beneficial ownership percentage is based on the sum of (i) 90,498,491 shares of Common Stock outstanding as of May 8, 2023, based on the Issuer’s quarterly report on Form 10-Q, filed with the SEC on May 10, 2023, plus, (ii) for purposes of calculating the Reporting Person’s beneficial ownership pursuant to Rule 13d-3(d)(i) under the Act, the 17,114,093 shares of Common Stock issuable upon exercise of the Warrants, for a total of 107,612,584 shares of Common Stock outstanding.

(b) The Reporting Persons have shared voting power and shared dispositive power with regard to the 3,500,000 shares of Common Stock held directly by Stonepeak Magnet and the 17,114,093 shares of Common Stock that the Reporting Persons currently have the right to acquire upon exercise of the Warrants held directly by Stonepeak Magnet.

(e) This Item 5(e) is not applicable.

Item 6 of the Original Schedule 13D is hereby amended by adding the following:

The response to Item 4 of this Amendment No. 1 is incorporated by reference herein.

Item 7 of the Original Schedule 13D is hereby amended by adding the following:

Exhibit 9 – Joint Filing Agreement

SIGNATURE

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.

Attention: Intentional misstatements or omissions of act constitute federal v iolations (see 18 U.S.C. 1001).

	STONEPEAK MAGNET HOLDINGS LP
	By:	Stonepeak Associates IV LLC, its sole general partner
	By:	Stonepeak GP Investors IV LLC, its sole member
	By:	Stonepeak GP Investors Holdings LP, its managing member
	By:	Stonepeak GP Investors Upper Holdings LP, its general partner
	By:	Stonepeak GP Investors Holdings Manager LLC, its general partner
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	STONEPEAK ASSOCIATES IV LLC
	By:	Stonepeak GP Investors IV LLC, its sole member
	By:	Stonepeak GP Investors Holdings LP, its managing member
	By:	Stonepeak GP Investors Upper Holdings LP, its general partner
	By:	Stonepeak GP Investors Holdings Manager LLC, its general partner
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	STONEPEAK GP INVESTORS IV LLC
	By:	Stonepeak GP Investors Holdings LP, its managing member
	By:	Stonepeak GP Investors Upper Holdings LP, its general partner
	By:	Stonepeak GP Investors Holdings Manager LLC, its general partner
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	STONEPEAK GP INVESTORS HOLDINGS LP
	By:	Stonepeak GP Investors Upper Holdings LP, its general partner
	By:	Stonepeak GP Investors Holdings Manager LLC, its general partner
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	STONEPEAK GP INVESTORS UPPER HOLDINGS LP
	By:	Stonepeak GP Investors Holdings Manager LLC, its general partner
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC
	By:	/s/ Michael Dorrell
	Name: Michael Dorrell
	Title: Chairman, Chief Executive Officer and Co-Founder
	MICHAEL DORRELL
	By:	/s/ Michael Dorrell
July 6, 2023

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