Filing Details
- Accession Number:
- 0001104659-16-143328
- Form Type:
- 13D Filing
- Publication Date:
- 2016-09-07 06:01:06
- Filed By:
- Ares Corporate Opportunities Fund Ii, L.p.
- Company:
- Nortek Inc (NASDAQ:NTK)
- Filing Date:
- 2016-09-07
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Ares Corporate Opportunities Fund II | 0 | 0 | 0 | 0 | 0 | 0.0% |
ACOF Operating Manager II | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Management Inc | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Corporate Opportunities Fund III | 0 | 0 | 0 | 0 | 0 | 0.0% |
ACOF Operating Manager III | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Management Holdings | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Holdings Inc | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Management | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Management GP | 0 | 0 | 0 | 0 | 0 | 0.0% |
Ares Partners Holdco | 0 | 0 | 0 | 0 | 0 | 0.0% |
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
NORTEK, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
656559309
(CUSIP Number)
Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. | |||||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
5
CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
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CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
10
CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
11
CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
12
CUSIP No. | |||||
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| 1. | Names of Reporting Persons. | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
13
Item 1. Security and Issuer
This Amendment No. 6 to Schedule 13D (Amendment No. 6) amends and supplements the Schedule 13D originally filed on February 10, 2012 (the Original 13D), as amended by Amendment No. 1 to the statement on Schedule 13D filed on April 5, 2012 (Amendment No. 1), as amended by Amendment No. 2 to the statement on Schedule 13D filed on April 19, 2012 (Amendment No. 2), as amended by Amendment No. 3 to the statement on Schedule 13D filed on April 23, 2012 (Amendment No. 3), as amended by Amendment No. 4 to the statement on Schedule 13D filed on October 14, 2014 (Amendment No. 4), as amended by Amendment No. 5 to the statement on Schedule 13D filed on July 7, 2016 (Amendment No. 5, and together with the Original 13D and Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the Schedule 13D), and relates to the common stock, par value $0.01 per share, (the Common Stock), of Nortek Inc., a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 50 Kennedy Plaza, Providence, Rhode Island 02903-2360. This Amendment No. 6 is the final amendment to the Schedule 13D and is an exit filing for the Reporting Persons.
Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 or Amendment No. 5. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5, as the case may be.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is amended to add the following:
As previously disclosed, on July 6, 2016, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Melrose Industries plc, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (Parent), and Nevada Corp., a Delaware corporation and wholly owned subsidiary of Parent (Acquisition Sub), pursuant to which, among other things, Acquisition Sub commenced a tender offer to purchase all of the outstanding shares of Common Stock (the Offer) at a price of $86.00 per share. Pursuant to the terms of a Tender and Support Agreement entered into by ACOF II and ACOF III with Parent and Acquisition Sub, the Holders tendered all of their shares of Common Stock into the Offer.
On August 31, 2016, Acquisition Sub accepted for payment all shares of Common Stock validly tendered and not withdrawn in the Offer, including those shares tendered by the Holders. As a result, the Reporting Persons no longer beneficially own any Common Stock.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:
(a) Aggregate Number and Percentage of Securities. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.
(b) Power to Vote and Dispose. As described in Item 4 above, as a result of the completion of the Offer, the Reporting Persons ceased to beneficially own any Common Stock.
(c) Transactions within the past 60 days. Except as described in Item 4 above, the Reporting Persons have not effected any transactions in shares of Common Stock within the past 60 days.
(d) Certain Rights of Other Persons. Not applicable.
(e) Date Ceased to be a 5% Owner. August 31, 2016.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated as of August 31, 2016, among the Reporting Persons.
14
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.
Dated: August 31, 2016
| ARES CORPORATE OPPORTUNITIES FUND II, L.P., | ||
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| By: | ACOF OPERATING MANAGER II, L.P., | |
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| Its Manager | |
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| /s/ Naseem Sagati | |
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| By: | Naseem Sagati |
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| Its: | Authorized Signatory |
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| ACOF OPERATING MANAGER II, L.P. | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES MANAGEMENT, INC. | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES CORPORATE OPPORTUNITIES FUND III, L.P. | ||
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| By: | ACOF OPERATING MANAGER III, LLC | |
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| Its Manager | |
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| /s/ Naseem Sagati | |
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| By: | Naseem Sagati |
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| Its: | Authorized Signatory |
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| ACOF OPERATING MANAGER III, LLC | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES MANAGEMENT LLC | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES MANAGEMENT HOLDINGS L.P. | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES HOLDCO LLC | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory |
15
| ARES HOLDINGS INC. | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES MANAGEMENT, L.P. | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory for Ares Management GP LLC, general partner for Ares Management, L.P. | |
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| ARES MANAGEMENT GP LLC | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory | |
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| ARES PARTNERS HOLDCO LLC | ||
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| /s/ Naseem Sagati | ||
| By: | Naseem Sagati | |
| Its: | Authorized Signatory |
| ATTENTION |
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
16