Johnathan Lennon‘s Pleasant Lake Partners send a letter to Magnachip Semiconductor Corp (NYSE:MX) discussing a potential acquisition of the company. Namely, Pleasant Lake Partners have been trying to complete diligence and achieve a binding agreement to acquire Magnachip Semiconductor Corp (NYSE:MX), but have come across various obstacles, such as the company’s resistance to make specific information to be of public knowledge and thus not making it possible for Pleasant Lake Partners to create a binding bid. Furthermore, Pleasant Lake Partners have demanded to work with other potential bidders for the company, to obtain Magnachip Semiconductor Corp (NYSE:MX) as a consortium, and are now asking the board to start working with them constructively in order to finally carry out the diligence needed to complete a binding bid in conjunction with one or more partners. If the board doesn’t answer to their demands they will not hold back from exercising any and all of their shareholders’ rights. According to the filing with the US SEC, Pleasant Lake Partners owns 3.53 million shares of Magnachip Semiconductor Corp (NYSE:MX), which account for 10.2% of the company’s outstanding stock. There has been a slight increase in the number of shares, compared to 3.42 million shares or 9.8% of the total amount of shares Pleasant Lake Partners reported holding in February in a previous 13D/A filing.
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Magnachip Semiconductor Corp is a holding company that produces mixed-signal and analog semiconductor products for a variety of applications such as industrial, automotive and computing to name a few. Year-to-date, the company’s stock is down by 7.94%. For the first quarter of 2016, Magnachip Semiconductor Corp (NYSE:MX) has reported a loss per share of $0.08 and revenue of $148 million, beating the estimates of a loss of $0.26 per share and $144 million, respectively. A couple of days ago, Magnachip Semiconductor’s board amended and restated bylaws of the company to declassify board.
According to Insider Monkey’s database, at the end of December 14 investors reported long positions in Magnachip Semiconductor Corp (NYSE:MX), versus 21 fund a quarter earlier. Marc Lasry’s Avenue Capital disclosed the most valuable position in the stock, worth around $21.6 million, and the second biggest position was held by Glenn W. Welling’s Engaged Capital, valued at $18.3 million. Other investors long the stock are Thomas Ellis and Todd Hammer’s North Run Capital, and Don Morgan’s Brigade Capital.
Among the investors who lost interest in Magnachip Semiconductor Corp (NYSE:MX), and sold off their positions are Charles Davidson’s Wexford Capital, which dropped a stake worth $9.9 million, followed by Stephen V. Raneri’s LionEye Capital Management, which dumped about $8 million worth of shares during the fourth quarter.
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 |
|---|---|---|---|---|---|---|
| Pleasant Lake Partners | 0 | 3,530,515 | 0 | 3,530,515 | 3,530,515 | 10.2% |
| PLP MM | 0 | 3,530,515 | 0 | 3,530,515 | 3,530,515 | 10.2% |
| Pleasant Lake Onshore GP | 0 | 3,530,515 | 0 | 3,530,515 | 3,530,515 | 10.2% |
| Pleasant Lake Offshore Master Fund | 0 | 3,530,515 | 0 | 3,530,515 | 3,530,515 | 10.2% |
| Jonathan Lennon | 0 | 3,530,515 | 0 | 3,530,515 | 3,530,515 | 10.2% |
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Page 1 of 8 – SEC Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL | |
| OMB Number:3235-0145 Expires: February 28, 2009 Estimated average burden hours per response… 10.4 | ||
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
| MagnaChip Semiconductor Corporation |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 55933J203 |
| (CUSIP Number) |
| Pleasant Lake Partners LLC |
| 110 Greene Street, Suite 604 |
| New York, NY 10012 |
| Tel. No.: 212-554-0680 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| May 12, 2016 |
| (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 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).
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Page 2 of 8 – SEC Filing
CUSIP No. 55933J203
| 1 | Names of Reporting Persons. Pleasant Lake Partners LLC | |
| 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): 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 3,530,515 shares | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 3,530,515 shares | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,530,515 shares | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.2% | |
| 14 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | |
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Page 3 of 8 – SEC Filing
| 1 | Names of Reporting Persons. PLP MM LLC | |
| 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): 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 3,530,515 shares | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 3,530,515 shares | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,530,515 shares | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.2% | |
| 14 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | |
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Page 4 of 8 – SEC Filing
| 1 | Names of Reporting Persons. Pleasant Lake Onshore GP LLC | |
| 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): 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 3,530,515 shares | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 3,530,515 shares | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,530,515 shares | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.2% | |
| 14 | Type of Reporting Person (See Instructions) OO (Limited Liability Company) | |
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Page 5 of 8 – SEC Filing
| 1 | Names of Reporting Persons. Pleasant Lake Offshore Master Fund L.P. | |
| 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): WC | |
| 5 | Check 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 3,530,515 shares | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 3,530,515 shares | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,530,515 shares | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.2% | |
| 14 | Type of Reporting Person (See Instructions) PN (Limited Partnership) | |
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Page 6 of 8 – SEC Filing
| 1 | Names of Reporting Persons. Jonathan Lennon | |
| 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): 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 3,530,515 shares | ||
| 9 Sole Dispositive Power 0 | ||
| 10 Shared Dispositive Power 3,530,515 shares | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,530,515 shares | |
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |
| 13 | Percent of Class Represented by Amount in Row (11) 10.2% | |
| 14 | Type of Reporting Person (See Instructions) IN | |
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Page 7 of 8 – SEC Filing
AMENDMENT NO. 6 TO SCHEDULE 13D
This Amendment No. 6 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of MagnaChip Semiconductor Corporation, a Delaware corporation (the “Issuer”), c/o MagnaChip Semiconductor S.A., 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on June 9, 2015 and amended on June 29, 2015, July 2, 2015, July 8, 2015, August 31, 2015 and February 17, 2016. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.
This Amendment is being filed to amend and supplement Items 4, 5 and 7 of the Schedule 13D as follows:
Item 4. Purpose of Transaction
Item 4 is hereby amended and supplemented to add the following:
On May 12, 2016, Pleasant Lake Partners LLC (“Pleasant Lake”) delivered a letter to the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and supplemented as follows:
(a) and (b) See items 7-11 of the cover pages above.
The percentage calculations herein are based on the Issuer’s statement in its Quarterly Report filed with the Securities and Exchange Commission on May 5, 2016 that there were 34,698,904 shares of Common Stock outstanding as of April 30, 2016.
(c) The Reporting Persons did not engage in any transactions involving securities of the Issuer during the sixty day period prior to the filing of this Schedule, except that on March 23, 2016, the Reporting Persons purchased 110,698 shares of Common Stock for the account of Pleasant Lake Offshore Master Fund L.P. at a price of $5.01 per share.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended and supplemented to add the following exhibit:
99.1 Letter from Pleasant Lake to the Issuer, dated May 12, 2016.
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Page 8 of 8 – SEC Filing
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.
Date: May 12, 2016
| PLEASANT LAKE PARTNERS LLC | |
| By: PLP MM LLC | |
| its Managing Member | |
| By: /s/ Jonathan Lennon | |
| By: /s/ Jonathan Lennon | |
| Jonathan Lennon, Manager | |
| PLP MM LLC | |
| By: /s/ Jonathan Lennon | |
| Jonathan Lennon, Manager | |
| PLEASANT LAKE ONSHORE GP LLC | |
| By: /s/ Jonathan Lennon | |
| Jonathan Lennon, Manager | |
| PLEASANT LAKE OFFSHORE MASTER FUND L.P. | |
| By: Pleasant Lake Onshore GP LLC | |
| its General Partner | |
| By: /s/ Jonathan Lennon | |
| Jonathan Lennon, Manager | |
| JONATHAN LENNON | |
| By: /s/ Jonathan Lennon | |
| Jonathan Lennon, Individually |
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