Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

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 (Name of Issuer)

 (Title of Class of Securities)

(CUSIP Number)

 

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Michael Vinci

Twin Haven Capital Partners, L.L.C.

33 Riverside Avenue, 3rd Floor

Westport, Connecticut 06880

Telephone: (203) 293-1813

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Russell L. Leaf, Esq.

Michael E. Brandt, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

July 2, 2018

(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 § 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).

 

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On July 2, 2018, pursuant to the Merger Agreement, at the effective time of the Merger, each share of Common Stock and each restricted stock unit of the Company was converted, at each Reporting Person’s option and subject to proration procedures as set forth in the Merger Agreement, into (i) 1.6305 common shares of Parent, (ii) 0.6522 common shares of Parent plus $18.45 in cash or (iii) $30.75 in cash, in each case without interest and with fractional shares paid in cash.  Because the proration procedures have not been completed as of the date of this filing, it is not possible to determine the exact merger consideration to be received by each Reporting Person for each share of Common Stock and restricted stock unit disposed of in the Merger. The closing price of Parent’s common shares on July 2, 2018 was $15.65. As a result of the closing of the Merger, the Reporting Persons ceased to be the beneficial owner of any shares of Common Stock.