Gigamon Inc. (NYSE:GIMO): Paul Singer’s Elliott Associates, L.P. filed an amended 13D.
You can check out Elliott Associates, L.P.’s latest holdings and filings here.
Please follow Elliott Associates, L.P. (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Elliott Associates, L.P. or update its stock holdings.
Follow Paul Singer's Elliott Management
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Elliott Associates | 842,048 | 0 | 842,048 | 0 | 842,048 | 2.2% |
| Elliott International | 0 | 1,789,352 | 0 | 1,789,352 | 1,789,352 | 4.7% |
| Elliott International Capital Advisors Inc | 0 | 1,789,352 | 0 | 1,789,352 | 1,789,352 | 4.7% |
Page 1 of 8 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 (Amendment No. 1) | |
| Gigamon Inc. | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 37518B102 | |
| (CUSIP Number) | |
| Elliott Associates, L.P. c/o Elliott Management Corporation 40 West 57th Street New York, NY 10019 with a copy to: Eleazer Klein, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| October 26, | |
| (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 Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 8 Pages)
______________________________
* 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).
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 2 of 8 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott Associates, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 842,048 (1) | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER 842,048 (1) | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 842,048 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
(1) Excludes cash-settled swaps disclosed in Item 5 representing
economic exposure comparable to 954,904 additional shares of Common Stock (as defined below), which if aggregated with such beneficially
owned shares, represent an aggregate economic interest in 1,796,952 shares representing of 4.8% of the outstanding shares.
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 3 of 8 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott International, L.P. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER 0 | ||
| 8 | SHARED VOTING POWER 1,789,352 (1) | |||
| 9 | SOLE DISPOSITIVE POWER 0 | |||
| 10 | SHARED DISPOSITIVE POWER 1,789,352 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,789,352 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% | |||
| 14 | TYPE OF REPORTING PERSON PN | |||
(1) Excludes cash-settled swaps disclosed in Item 5 representing
economic exposure comparable to 2,029,168 additional shares of Common Stock (as defined below), which if aggregated with such beneficially
owned shares, represent an aggregate economic interest in 3,818,520 shares representing of 10.1% of the outstanding shares.
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 4 of 8 – SEC Filing
| 1 | NAME OF REPORTING PERSON Elliott International Capital Advisors Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS OO | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING 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 1,789,352 (1) | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 1,789,352 (1) | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,789,352 (1) | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% | |||
| 14 | TYPE OF REPORTING PERSON CO | |||
(1) Excludes cash-settled swaps disclosed in Item 5 representing
economic exposure comparable to 2,029,168 additional shares of Common Stock (as defined below), which if aggregated with such beneficially
owned shares, represent an aggregate economic interest in 3,818,520 shares representing of 10.1% of the outstanding shares.
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 5 of 8 – SEC Filing
The following constitutes Amendment No.1 to the Schedule 13D filed
by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 is hereby amended to add the following:
On October 26, 2017, Ginsberg Holdco, Inc. (“Newco”) | |
| At the Effective Time, each share (“Shares”) of Common Stock issued and outstanding as of immediately prior to the Effective Time (including Shares of Restricted Stock and excluding Dissenting Shares) will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to $38.50, without interest thereon (the “Merger Consideration”). Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal impediments, the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approval by the Issuer’s stockholders. | |
| The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 99.2 and is incorporated herein by reference. | |
| If the Merger is effected, it would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, the acquisition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, the delisting of the Common Stock from the New York Stock Exchange and the Common Stock becoming eligible for termination from registration pursuant to Section 12(b) of the Act. | |
| In connection with the entry of the Merger Agreement, the Elliott Funds have delivered to the Issuer a Voting Agreement obligating the Elliott Funds to vote all Shares owned by them in favor of the Merger. | |
| The foregoing description of the Voting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Voting Agreement, which is attached as Exhibit 99.3 and is incorporated herein by reference. | |
| Newco has obtained equity and debt financing commitments to fund (together with cash on hand of the Issuer) the Merger Consideration pursuant to a commitment letter (the “Equity Commitment Letter”) from the Elliott Funds of up to $838,039,574 in the aggregate and a debt commitment letter from Jefferies Finance LLC, providing commitments for up to $550,000,000 in term loans. The Elliott Funds have also agreed to rollover and contribute to Newco 2,631,400 shares of Common Stock, which will be cancelled at the Effective Time without any consideration paid therefor. The Elliott Funds intend to syndicate a portion of their equity commitment pursuant to existing and future equity commitments from third parties. | |
| The foregoing description of the Equity Commitment Letter does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Equity Commitment Letter, which is attached as Exhibit 99.4 and is incorporated herein by reference. | |
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 6 of 8 – SEC Filing
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Item 5(a) is hereby amended and restated as follows: | |
| (a) As of the date hereof, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 14.9% of the shares of Common Stock outstanding. | |
| The aggregate percentage of Common Stock reported owned by each person named herein is based upon 37,778,136 As of the date hereof, Elliott beneficially owned 842,048 shares | |
| As of the date hereof, Elliott International beneficially owned | |
| Collectively, Elliott, Elliott International and EICA beneficially Collectively, Elliott, Elliott International and EICA have economic | |
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
| Item 6 is hereby amended and restated as follows: | |
| Elliott, | |
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 7 of 8 – SEC Filing
| On |
| Except as described in Item 4 and above in this Item 6, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer. |
| Item 7. | EXHIBITS |
|
Item 7 is hereby amended to add the following:
| |
| Exhibit | Description |
| Exhibit 99.2 | Agreement and Plan of Merger, dated as of October 26, 2017, by and among Ginsberg Holdco, Inc., Ginsberg Merger Sub, Inc., and Gigamon Inc. (incorporated herein by reference to Exhibit 2.1 of Gigamon Inc.’s Current Report on Form 8-K filed October 26, 2017). |
| Exhibit 99.3 | Voting Agreement, by and among Elliott Associates, L.P., Elliott |
| Exhibit 99.4 | Equity Commitment Letter, dated as of October 26, 2017, by and among Elliott Associates, L.P., Elliott International, L.P. and Ginsberg Holdco, Inc. |
Follow Gigamon Inc. (NYSE:GIMO)
Follow Gigamon Inc. (NYSE:GIMO)
Page 8 of 8 – SEC Filing
SIGNATURES
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.
DATE: October 30, 2017
| ELLIOTT ASSOCIATES, L.P. | |||
| By: Elliott Capital Advisors, L.P., as General Partner | |||
| By: Braxton Associates, Inc., as General Partner | |||
| /s/ Elliot Greenberg | |||
| Name: Elliot Greenberg | |||
| Title: Vice President | |||
| ELLIOTT INTERNATIONAL, L.P. | |||
| By: Elliott International Capital Advisors Inc., as Attorney-in-Fact | |||
| /s/ Elliot Greenberg | |||
| Name: Elliot Greenberg | |||
| Title: Vice President | |||
| ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. | |||
| /s/ Elliot Greenberg | |||
| Name: Elliot Greenberg | |||
| Title: Vice President | |||
