Page 4 of 7 – SEC Filing This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission (the “SEC”) on May 16, 2016 (the “Schedule 13D”) relating to the shares of Common Stock, par value $0.0001 per share (the “Shares”) of Pandora Media, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows. Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used the working capital of the Corvex Funds to purchase the 11,423,142 Shares reported herein and to acquire the physically-settled call options referenced in Item 5. The total purchase price for the Shares reported herein was approximately $127,010,078.97 and the purchase price to acquire such call options was approximately $19,817,709.19. Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Item 4. Purpose of Transaction
On July 27, 2016, a Petition (the “Petition”) for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as amended, was filed with the Federal Communications Commission (the “FCC”), which seeks a declaratory ruling that it is in the public interest for Corvex Master Fund LP to exercise options and to acquire additional Shares to increase its non-controlling voting and equity interest in the Issuer to up to and including a 9.99% non-controlling voting and equity interest, as well as seeking advance approval from the FCC to increase such interest, at some future time, up to and including a non-controlling interest of 14.99% without further FCC approval. The Reporting Persons presently expect that, shortly after receipt of such declaratory ruling, they will cause the approximately 9.9% aggregate economic interest in 22,762,657 Share equivalents reported herein to be held in the form of Shares. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise, including as contemplated by the Petition referred to above, and subject to any further approval of the FCC as required under applicable law or regulation; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. Follow Pandora Media Llc (NYSE:P)
Follow Pandora Media Llc (NYSE:P)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by Corvex Management LP and Keith Meister with the United States Securities and Exchange Commission (the “SEC”) on May 16, 2016 (the “Schedule 13D”) relating to the shares of Common Stock, par value $0.0001 per share (the “Shares”) of Pandora Media, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used the working capital of the Corvex Funds to purchase the 11,423,142 Shares reported herein and to acquire the physically-settled call options referenced in Item 5. The total purchase price for the Shares reported herein was approximately $127,010,078.97 and the purchase price to acquire such call options was approximately $19,817,709.19.
Various of the Reporting Persons may effect purchases of securities through margin accounts maintained for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
| Item 4. | Purpose of Transaction |
On July 27, 2016, a Petition (the “Petition”) for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, as amended, was filed with the Federal Communications Commission (the “FCC”), which seeks a declaratory ruling that it is in the public interest for Corvex Master Fund LP to exercise options and to acquire additional Shares to increase its non-controlling voting and equity interest in the Issuer to up to and including a 9.99% non-controlling voting and equity interest, as well as seeking advance approval from the FCC to increase such interest, at some future time, up to and including a non-controlling interest of 14.99% without further FCC approval. The Reporting Persons presently expect that, shortly after receipt of such declaratory ruling, they will cause the approximately 9.9% aggregate economic interest in 22,762,657 Share equivalents reported herein to be held in the form of Shares.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to their investments in the Issuer as they deem appropriate. These actions may include, without limitation: (i) acquiring additional Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are convertible into Shares, or are based upon or relate to the value of the Shares or the Issuer (collectively, “Securities”) in the open market or otherwise, including as contemplated by the Petition referred to above, and subject to any further approval of the FCC as required under applicable law or regulation; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Follow Pandora Media Llc (NYSE:P)
Follow Pandora Media Llc (NYSE:P)
We may use your email to send marketing emails about our services. Click here to read our privacy policy.
