UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
GLG Partners, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
37929X 107
---------------------------------------------------------
(CUSIP Number)
Sage Summit LP
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
Attention: Alejandro San Miguel, Esq.
General Counsel and Corporate Secretary
(212) 224-7200
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
Attention: Sey-Hyo Lee, Esq.
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 15, 2009
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(Date of Event which Requires Filing of this Statement)
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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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
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 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 2 of 13 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit LP
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
12,851,142 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,851,142 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Sage Summit
LP may be deemed to have beneficial ownership of these shares. Sage Summit
LP disclaims beneficial ownership of these shares, except for the
12,851,142 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Company's 5.00% convertible subordinated
notes due 2014 (the "Notes"). Including as outstanding shares 58,904,993
shares of Common Stock into which all Exchangeable Shares are exchangeable,
the percentage would be 4.2%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 3 of 13 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Sage Summit Limited
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
12,851,142 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,851,142 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Sage Summit
Limited may be deemed to have beneficial ownership of these shares. Sage
Summit Limited disclaims beneficial ownership of these shares, except for
the 12,851,142 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 4.2%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 4 of 13 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Granite Limited
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
12,851,142 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,851,142 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mount
Granite Limited may be deemed to have beneficial ownership of these shares.
Mount Granite Limited disclaims beneficial ownership of these shares,
except for the 12,851,142 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 4.2%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 5 of 13 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lavender Heights Capital LP
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
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 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
8,567,429 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,567,429 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Lavender
Heights Capital LP may be deemed to have beneficial ownership of these
shares. Lavender Heights Capital LP disclaims beneficial ownership of these
shares, except for the 8,567,429 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 2.8%.
SCHEDULE 13D
--------------------- --------------------
CUSIP No. 37929X 107 Page 6 of 13 Pages
--------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Mount Garnet Limited
--------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
--------- ---------------------------------------------------------------------
3 SEC USE ONLY
--------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
--------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
--------- ---------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
166,940,946 shares(1)
OWNED BY
------- ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
8,567,429 shares
REPORTING
------- ---------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
-0-
WITH
--------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,567,429 shares
--------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
--------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% of outstanding shares of Common Stock(2)
--------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ---------------------------------------------------------------------
(1) Represents an aggregate of 166,940,946 shares held by the parties to the
Voting Agreement dated as of June 22, 2007 described in Item 6. Mount
Garnet Limited may be deemed to have beneficial ownership of these shares.
Mount Garnet Limited disclaims beneficial ownership of these shares, except
for the 8,567,429 shares reported in row 11.
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 2.8%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 7 of 13 Pages
Item 1. Security and Issuer.
This Amendment No. 1 ("Amendment No. 1") to the Schedule 13D dated
November 2, 2007 (the "Schedule 13D"), jointly filed by Sage Summit LP, Sage
Summit Limited, Lavender Heights Capital LP, Mount Garnet Limited and Mount
Granite Limited (each a "Reporting Person"), relates to shares of common stock,
par value $0.0001 per share (the "Common Stock"), of GLG Partners, Inc., (the
"Company"), and shares of Series A voting preferred stock, par value $0.0001 per
share, of the Company ("Series A Preferred Stock"), and Exchangeable Class B
ordinary shares of FA Sub 2 Limited, a British Virgin Islands Company and
subsidiary of the Company ("Exchangeable Shares"), and the Company's 5.00%
dollar-denominated convertible subordinated notes due May 15, 2014 (the
"Notes"), which are exchangeable for or convertible into shares of Common Stock.
The Series A Preferred Stock and the Exchangeable Shares are referred to
collectively as the "Exchangeable Securities". This Amendment No. 1 is being
filed to report the collective acquisition of $30 million aggregate principal
amount of the Notes by the Trustees through certain of their affiliates
completed on May 15, 2009 as more fully described in Item 6 and to reflect other
changes in stock ownership since the filing of the Schedule 13D. Unless
otherwise defined in this Amendment No. 1, capitalized terms have the meanings
set forth in the Schedule 13D.
The Company's principal executive office is located at 399 Park Avenue,
38th Floor, New York, New York 10022.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended to include the following information:
(a) As a result of the execution and delivery of the Voting Agreement,
each of the Reporting Persons may be deemed to have acquired beneficial
ownership of an aggregate of 166,940,946 shares (including Exchangeable
Securities exchangeable into 58,904,993 shares of Common Stock and 8,064,516
shares of Common Stock issuable upon conversion of $30 million aggregate
principal amount of the Notes), which are owned directly by the parties to the
Voting Agreement or over which the parties to the Voting Agreement have the
power to vote (the "Subject Shares"). These Subject Shares represent
approximately 53.2% of the outstanding shares of Common Stock (assuming the
exchange of all Exchangeable Securities into Common Stock and the conversion of
all $30 million aggregate principal amount of the Notes into Common Stock). The
Reporting Persons expressly disclaim beneficial ownership of securities held by
any other person or entity party to the Voting Agreement.
As of the date hereof, the Reporting Persons have the following
interests in the Common Stock, Exchangeable Securities and Notes:
Sage Summit LP
(i) Amount beneficially owned: 12,851,142 shares
CUSIP NO. 37929X 107 SCHEDULE 13D Page 8 of 13 Pages
(ii) Percent of class: 5.2% of outstanding shares of Common
Stock(1)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
shares of voting stock (including (1)
Exchangeable Securities which are exchangeable
for 58,904,993 shares of Common Stock and (2)
$30 million aggregate principal amount of the
Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to
the Voting Agreement)
(c) Sole power to dispose or direct the disposition:
12,851,142 shares
(d) Shared power to dispose or direct the
disposition: -0-
Sage Summit Limited
(i) Amount beneficially owned: 12,851,142 shares
(ii) Percent of class: 5.2% of outstanding shares of Common
Stock(1)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
shares of voting stock (including (1)
Exchangeable Securities which are exchangeable
for 58,904,993 shares of Common Stock and (2)
$30 million aggregate principal amount of the
Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to
the Voting Agreement)
(c) Sole power to dispose or direct the disposition:
12,851,142 shares
(d) Shared power to dispose or direct the
disposition: -0-
Mount Granite Limited
(i) Amount beneficially owned: 12,851,142 shares
--------
(1) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 4.2%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 9 of 13 Pages
(ii) Percent of class: 5.2% of outstanding shares of Common
Stock(1)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
shares of voting stock (including (1)
Exchangeable Securities which are exchangeable
for 58,904,993 shares of Common Stock and (2)
$30 million aggregate principal amount of the
Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to
the Voting Agreement)
(c) Sole power to dispose or direct the disposition:
12,851,142 shares
(d) Shared power to dispose or direct the
disposition: -0-
Lavender Heights Capital LP
(i) Amount beneficially owned: 8,567,429 shares
(ii) Percent of class: 3.5% of outstanding shares of Common
Stock(2)
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
shares of voting stock (including (1)
Exchangeable Securities which are exchangeable
for 58,904,993 shares of Common Stock and (2)
$30 million aggregate principal amount of the
Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to
the Voting Agreement)
(c) Sole power to dispose or direct the disposition:
8,567,429 shares
(d) Shared power to dispose or direct the
disposition: -0-
Mount Garnet Limited
(i) Amount beneficially owned: 8,567,429 shares
(ii) Percent of class: 3.5% of outstanding shares of Common
Stock(2)
--------
(2) Excludes as outstanding shares 58,904,993 shares of Common Stock into which
all Exchangeable Shares are exchangeable and shares of Common Stock
issuable upon conversion of the Notes. Including as outstanding shares
58,904,993 shares of Common Stock into which all Exchangeable Shares are
exchangeable, the percentage would be 2.8%.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 10 of 13 Pages
(iii) Number of shares as to which such person has:
(a) Sole power to vote or direct the vote: -0-
(b) Shared power to vote or direct the vote:
166,940,946 shares (consisting of 166,940,946
shares of voting stock (including (1)
Exchangeable Securities which are exchangeable
for 58,904,993 shares of Common Stock and (2)
$30 million aggregate principal amount of the
Notes, which are convertible into 8,064,516
shares of Common Stock) held by the parties to
the Voting Agreement)
(c) Sole power to dispose or direct the disposition:
8,567,429 shares
(d) Shared power to dispose or direct the
disposition: -0-
Section (b) of Item 5 is supplemented as follows:
o On November 2, 2008, Sage Summit LP and Lavender Heights Capital
LP (the "Partnerships") distributed 2,378,358 shares and 1,585,571
shares of Common Stock, respectively, to certain of their
respective limited partners upon the satisfaction of certain
vesting conditions under the partnership agreements of the
Partnerships. The shares of Common Stock were received from the
Partnerships as part of the consideration paid for the acquisition
by the Company of equity interests in GLG Partners LP and its
affiliated entities.
o On May 15, 2009, the Trustees collectively acquired $30 million
aggregate principal amount of the Notes through certain of their
affiliates as more fully described in Item 6.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
Item 6 is amended to include the following information:
On May 15, 2009, the Company completed the sale of $214 million
aggregate principal amount of Notes pursuant to a Purchase Agreement with the
initial purchasers of the Notes named therein (the "Initial Purchasers"). The
Notes were issued pursuant to an Indenture, dated as of May 15, 2009, between
the Company and The Bank of New York Mellon, as trustee (the "Indenture").
On May 15, 2009, the Trustees acquired collectively $30 million
aggregate principal amount of Notes from the Initial Purchasers as part of the
offering, through certain of their affiliates.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 11 of 13 Pages
The Company will pay 5.00% cash interest on the Notes semi-annually in
arrears on May 15 and November 15 of each year, beginning on November 15, 2009.
The Notes will mature on May 15, 2014.
The Notes are convertible into shares of Common Stock, based on an
initial conversion rate, subject to adjustment, of 268.8172 shares per $1,000
principal amount of Notes (which represents an initial conversion price of
approximately $3.72 per share). Subject to the restrictions on ownership of the
Common Stock, holders may convert their Notes at any time on or prior to the
close of business on the business day immediately preceding the maturity date.
Upon conversion, subject to certain exceptions, holders will not receive any
cash payment representing accrued and unpaid interest, including any additional
interest.
Notwithstanding the foregoing conversion rights, if at any time after
May 15, 2012, the third anniversary of the original issuance date of the Notes,
the volume-weighted average price of the Common Stock exceeds 150% of the
conversion price on at least 20 of 30 consecutive trading days, the Company may
withdraw the conversion rights with prior notice.
If certain designated events occur, holders of the Notes may require
the Company to repurchase all or a portion of their Notes for cash at a
repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued and unpaid interest to, but excluding, the
repurchase date.
The Notes are unsecured subordinated obligations and will be
subordinated in right of payment to all of the Company's existing and future
senior indebtedness, structurally subordinated to existing and future
indebtedness and other liabilities of the Company's subsidiaries and effectively
subordinated to the Company's secured debt to the extent of the value of the
security. The Notes are subordinated to the outstanding obligations under the
Company's senior secured credit facility.
A copy of the Indenture (including the form of the Note) is filed
herewith as Exhibit 7 and incorporated herein by reference.
The holders of at least 10% of the outstanding principal amount of the
Notes, under certain circumstances, have the right to request that the Company
prepare, file and cause to become effective a shelf registration for the resale
of the Notes and the shares of Common Stock issuable upon conversion of the
Notes.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits and replace, to the extent
applicable, the previously filed or incorporated exhibit:
Exhibit 3 Schedule 13D, as amended, filed by Noam Gottesman, the
Gottesman GLG Trust and Leslie J. Schreyer, in his capacity as
trustee of the Gottesman GLG Trust, is incorporated herein by
reference.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 12 of 13 Pages
Exhibit 4 Schedule 13D, as amended, filed by Emmanuel Roman, the Roman
GLG Trust, Jeffrey A. Robins, in his capacity as trustee of the
Roman GLG Trust, and Jackson Holding Services Inc., is
incorporated herein by reference.
Exhibit 5 Schedule 13D, as amended, filed by Pierre Lagrange, the
Lagrange GLG Trust, G&S Trustees Limited, in its capacity as
trustee of the Lagrange GLG Trust, and Point Pleasant Ventures
Ltd., is incorporated herein by reference.
Exhibit 7 Indenture for the Company's 5.00% Dollar-Denominated
Convertible Subordinated Notes due May 15, 2014 dated as of May
15, 2009 between the Company and The Bank of New York Mellon, as
trustee, (including the Form of Note), filed as Exhibit 4.1 to
the Company's Current Report on Form 8-K dated May 18, 2009, is
incorporated herein by reference.
CUSIP NO. 37929X 107 SCHEDULE 13D Page 13 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned hereby certify that the information set forth in this statement
is true, complete and correct.
Dated: May 22, 2009 SAGE SUMMIT LP
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
SAGE SUMMIT LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
MOUNT GRANITE LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
LAVENDER HEIGHTS CAPITAL LP
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
MOUNT GARNET LIMITED
By: /s/ Alejandro San Miguel
------------------------------------
Alejandro San Miguel
Attorney-in-fact
Schedule A
General Partners, Executive Officers and Directors of the Reporting Persons.
The following table sets forth the name, business address, present
principal occupation or employment (and address of such organization),
beneficial ownership of securities, place of organization and nationality of
each general partner, executive officers and directors of the Reporting Persons.
--------------------- ------------------------------------- ------------------ --------------------
Name Present Principal Occupation or Beneficial Percentage of
Employment Ownership Class
--------------------- ------------------------------------- ------------------ --------------------
Sage Summit LP c/o GLG Partners, Inc. 12,851,142 5.2%
(United Kingdom) 399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Sage Summit Limited General Partner of Sage Summit LP 12,851,142 5.2%
(British Virgin
Islands) c/o GLG Partners, Inc.,
399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Leslie J. Schreyer Attorney at Chadbourne & Parke LLP See item 5 of See item 5 of
(Director) Schedule 13D Schedule 13D
30 Rockefeller Plaza filed as exhibit 3 filed as exhibit 3
New York, NY 10112
Advisor to GLG Partners, Inc. In addition, Mr. In addition Mr.
Schreyer owns Schreyer owns shares
c/o GLG Partners, Inc., 590,541 shares personally which
399 Park Avenue, 38th Floor, personally represent 0.2% of
New York, New York 10022. Common Stock
--------------------- ------------------------------------- ------------------ --------------------
Jeffrey A. Robins Attorney at Chadbourne & Parke LLP See item 5 of See item 5 of
(Director) Schedule 13D filed Schedule 13D
30 Rockefeller Plaza, as exhibit 5 filed as exhibit 5
New York, NY 10112.
--------------------- ------------------------------------- ------------------ --------------------
Nigel Bentley Director at G&S Trustees Limited See item 5 of See item 5 of
(Director) United Schedule 13D Schedule 13D
Kingdom citizen Rathbone House 15 Esplanade St. filed as exhibit 4 filed as exhibit 4
Helier JE1 1RB,
Jersey, Channel Islands
--------------------- ------------------------------------- ------------------ --------------------
Anthony Roncalli Attorney at Chadbourne & Parke LLP 0 0
(Secretary)
30 Rockefeller Plaza,
New York, NY 10112.
--------------------- ------------------------------------- ------------------ --------------------
--------------------- ------------------------------------- ------------------ --------------------
Name Present Principal Occupation or Beneficial Percentage of
Employment Ownership Class
--------------------- ------------------------------------- ------------------ --------------------
Alejandro R. San General Counsel and Corporate 251,565 0.1%
Miguel (Assistant Secretary, GLG Partners, Inc.,
Secretary)
399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Mount Granite Limited c/o GLG Partners, Inc., 12,851,142 5.2%
(British Virgin
Islands) 399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Noam Gottesman Co-CEO and Chairman, GLG Partners, See item 5 of See item 5 of
(Director) Inc., Schedule 13D Schedule 13D
399 Park Avenue, 38th Floor, filed as exhibit 3 filed as exhibit 3
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Pierre Lagrange Managing Director, GLG Partners LP, See item 5 of See item 5 of
(Director) Belgian 1 Curzon Street, London, W1J 5HB. Schedule 13D Schedule 13D
citizen filed as exhibit 4 filed as exhibit 4
--------------------- ------------------------------------- ------------------ --------------------
Emmanuel Roman Co-CEO GLG Partners, Inc., See item 5 of See item 5 of
(Director) French Schedule 13D Schedule 13D
citizen 399 Park Avenue, 38th Floor, filed as exhibit 5 filed as exhibit 5
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Lavender Heights c/o GLG Partners, Inc., 8,567,429 3.5%
Capital LP (Delaware)
399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Mount Garnet Limited General Partner of Lavender Heights 8,567,429 3.5%
(British Virgin Capital LP.
Islands)
c/o GLG Partners, Inc.,
399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------
Leslie J. Schreyer Attorney at Chadbourne & Parke LLP See item 5 of See item 5 of
(Director, Assistant Schedule 13D Schedule 13D
Secretary) 30 Rockefeller Plaza, filed as exhibit 3 filed as exhibit 3
New York, NY 10112.
Advisor to GLG Partners, Inc. In addition, Mr. In addition Mr.
Schreyer owns Schreyer owns shares
c/o GLG Partners, Inc., 590,541 shares personally which
399 Park Avenue, 38th Floor, personally represent 0.2% of
New York, New York 10022. Common Stock
--------------------- ------------------------------------- ------------------ --------------------
Alejandro R. San General Counsel, GLG Partners, Inc., 251,565 0.1%
Miguel (Director,
Secretary) 399 Park Avenue, 38th Floor,
New York, New York 10022.
--------------------- ------------------------------------- ------------------ --------------------