sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
GSI Group Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36229U102
(CUSIP Number)
Tennenbaum Capital Partners, LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22, 2009
(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 persons 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).
(Continued on the following pages)
Page 1 of 9 Pages
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CUSIP No. |
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36229U102 |
SCHEDULE 13D |
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tennenbaum Capital Partners, LLC (1) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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AF |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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1,325,135 shares |
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SHARES |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 shares |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,325,135 shares |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,325,135 shares |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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2.8%(2) |
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14 |
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TYPE OF REPORTING PERSON |
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IA, OO |
(1) Tennenbaum Capital Partners, LLC serves as investment advisor to,
inter alia, Special Value Opportunities Fund, LLC, a Delaware limited liability company (SVOF),
Special Value Expansion Fund, LLC, a Delaware limited liability company (SVEF), Special Value Continuation Partners, LP, a Delaware limited partnership (SVCP), and Tennenbaum Opportunities Partners V, LP, a Delaware limited partnership (TOP V),
which are the registered holders of shares of Common Stock of GSI Group Inc.
beneficially owned by Tennenbaum Capital Partners, LLC.
(2) Based on 47,591,899 shares of Common Stock of GSI Group Inc. outstanding as set forth by GSI Group Inc. in its Rule 424(b)(3) Prospectus filed with the Securities and Exchange Commission on October 23, 2008.
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CUSIP No. |
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Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, no par value (the Common Stock),
of GSI Group Inc., a company continued and existing under the laws of the Province of New
Brunswick, Canada (the Issuer). The Issuers principal executive offices are located at
125 Middlesex Turnpike, Bedford, Massachusetts 01730.
Item 2. Identity and Background.
(a) This Statement is being filed by Tennenbaum Capital Partners, LLC, a Delaware limited
liability company (TCP or the Reporting Person).
(b) The address of the Reporting Persons principal office is located at 2951 28th
Street, Suite 1000, Santa Monica, California 90405.
(c) The principal business of the Reporting Person is investment advising.
(d) During the last five years, the Reporting Person has not been convicted in any criminal
proceeding (excluding traffic violations and other similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction as a result of which such
person was or is subject to any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Not applicable.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock reported herein were acquired through an automatic cashless
exercise of the Warrants (as defined in Item 4 below) issued to the Reporting Person (or its
affiliates) (the Original TCP Warrants). The Original TCP Warrants were issued to the
Reporting Person (or its affiliates) in connection with its purchase of the Notes (as defined in
Item 4 below) pursuant to the Securities Purchase Agreement (as defined in Item 4 below) (the Notes
so purchased, the Original TCP Notes). The Original TCP Notes and the Original TCP
Warrants were acquired using the sources of funds described in Item 4 on the Cover Page hereof. A
total of $47,500,000 was paid to acquire the Original TCP Notes and the Original TCP Warrants.
Item 4. Purpose of Transaction.
The Reporting Person (or its affiliates) acquired the shares of Common Stock for investment
purposes upon an automatic cashless exercise of the Original TCP Warrants. The Reporting Person
intends to monitor and evaluate its investment in the shares of Common Stock on a continuing basis.
The Reporting Person may be deemed to beneficially own 1,325,135 shares of Common Stock,
representing approximately 2.8% of the shares of Common Stock outstanding based on 47,591,899
shares of Common Stock outstanding as set forth by the Issuer in its Rule 424(b)(3) Prospectus
filed with the Securities and Exchange Commission (the SEC) on October 23, 2008.
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On July 9, 2008, pursuant to a Securities Purchase Agreement (the Securities Purchase
Agreement), by and among the Issuer, GSI Group Corporation (the Subsidiary), the
Reporting Person (or its affiliates) and certain other parties thereto (together, the
Lenders), the Reporting Person (or its affiliates) purchased (a) 11% Senior Notes (the
Notes) of the Subsidiary issued pursuant to that certain Indenture, dated as of August
20, 2008 (the Indenture), between the Subsidiary, the Issuer and Eagle Acquisition
Corporation, as guarantors, and The Bank of New York Mellon Trust Company, N.A., as trustee (in
such capacity, the Trustee) and (b) Warrants to Purchase Common Stock (the
Warrants) pursuant to the Warrant Agreement, dated August 20, 2008, by and among the
Issuer and the Lenders (the Warrant Agreement).
Concurrently with the closing of the transactions contemplated by the Securities Purchase
Agreement, the Issuer and the Lenders entered into a Registration Rights Agreement (the
Registration Rights Agreement), pursuant to which the Issuer agreed to provide certain
registration rights with respect to the shares of Common Stock issuable upon exercise of the
Warrants under the Securities Act of 1933, as amended (the 1933 Act) and the rules and
regulations promulgated thereunder, and applicable state securities laws.
The Securities Purchase Agreement, the Registration Right Agreement, the Indenture and the
Warrant, copies of which are referenced, respectively, as Exhibits 1, 2, 3 and 4 hereto (which
incorporates by reference Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on
July 11, 2008, and Exhibits 10.3, 10.1 and 10.2, respectively, of the Current Report on Form 8-K
filed by the Issuer on August 21, 2008) are each incorporated herein by reference.
The Original TCP Warrants were automatically exercised into 1,325,135 shares of Common Stock
pursuant to the terms of the Warrant Agreement on a cashless basis at the time the registration
statement filed by the Issuer pursuant to the Registration Rights Agreement was declared effective
by the SEC.
On December 4, 2008, the Reporting Person (or its affiliates) delivered a notice of default
pursuant to Section 6.01(4) of the Indenture to the Subsidiary (the Default Notice),
which set forth a default by the Subsidiary pursuant to Section 4.02(a) of the Indenture, as a
result of the Issuers failure to (a) timely file its Quarterly Report on Form 10-Q for the
quarterly period ended September 26, 2008 (the September 2008 10-Q) with the SEC within
the time periods specified in the SECs rules and regulations, (b) furnish a copy of the same to
the Trustee for delivery to the Holders (as defined in the Indenture) of the Notes and (c) post the
same on the Issuers website or otherwise make the same available to the prospective purchasers of
the Notes. The Issuer has not filed the September 2008 10-Q to date.
On February 6, 2009, the Subsidiary and the Reporting Person (or its affiliates) entered into
a Forbearance Agreement pursuant to which TCP agreed to forebear from taking any action or
exercising any remedies under the Indenture related to the above mentioned Event of Default (the
Forbearance Agreement). The Forbearance Agreement terminated on February 27, 2009.
The Subsidiary and the Reporting Person (or its affiliates) have come to preliminary,
non-binding terms to be used to restructure the debt outstanding under the Indenture (the
Restructuring). The proposed terms of the Restructuring were determined as of June 22,
2009 to include the reduction of the amount of debt outstanding under the Indenture to $95,000,000,
the granting of a first priority lien with respect to the remaining debt outstanding under the
Indenture, the issuance to the holders of Notes (collectively, the Noteholders) of a
substantial equity interest in the Issuer in exchange for the reduction in debt (which interest, in
the aggregate, would represent up to 80% of the Issuers equity on a pro forma basis), the
transition to a board of directors that would be reflective of such equity ownership, the deletion
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of certain restrictive covenants in the Indenture and the implementation of a new management
stock and option incentive plan. The complete preliminary terms of the Restructuring are set forth
in a non-binding term sheet (the Term Sheet), a copy of which is referenced as Exhibit 5
hereto (which incorporates by reference Exhibit 99.1 of the Current Report on Form 8-K filed by the
Issuer on June 30, 2009) and is incorporated herein by reference.
Upon information and belief, certain of the other Noteholders have agreed with the Subsidiary
to the proposed terms of the Restructuring set forth in the Term Sheet.
The Reporting Person may act in concert with the other Noteholders solely in their capacity as
creditors of the Issuer in connection with the Restructuring. By virtue of such actions, the
Noteholders may be deemed to form a group within the meaning of Rule 13d-5 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), however the Reporting Person
expressly disaffirms the existence of a group with regard to the Common Stock. The Reporting
Person does not have any plans or proposals to exercise any remedy available to the Reporting
Person by virtue of the Reporting Persons beneficial ownership of equity securities of the Issuer.
Except as provided above, the Reporting Person currently has no plans or proposals that relate
to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of
Item 4 of Schedule 13D. The Reporting Person may, however, at any time and from time to time in
its discretion, review or reconsider its position with respect to the shares of Common Stock and
any such matters. The Reporting Person retains the right to (a) change its investment intent, (b)
make further acquisitions of shares of Common Stock from one or more sellers in the open market or
otherwise, (c) dispose of all or a portion of the shares of Common Stock in the open market or
otherwise, (d) acquire or dispose of beneficial ownership of other securities of the Issuer, (e)
review the performance of the Issuer with the Issuers management and/or the board of directors,
(f) communicate with other debt or equity holders of the Issuer, (g) exercise its rights, if any,
as a holder of the Notes and Common Stock in connection with a bankruptcy, restructuring or other
case or proceeding of the Issuer, and/or (h) take any other action with respect to the Issuer, its
stockholders or any of the Issuers debt or equity securities, including, but not limited to, the
Notes and Common Stock, in any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The shares of Common Stock identified pursuant to Item 1 constitute approximately 2.8%
of the outstanding shares of Common Stock, based on 47,591,899 shares of Common Stock outstanding
as set forth by the Issuer in its Rule 424(b)(3) Prospectus filed with the SEC on October 23, 2008.
The Reporting Person has sole voting and dispositive power over the shares of Common Stock.
The Reporting Person hereby expressly disclaims (a) the existence of, and any membership in,
any group for purposes of Section 13(d) of the Exchange Act with any other Noteholder and (b) any
beneficial ownership of securities held by any person or entity (including any other Noteholder)
other than the shares of Common Stock beneficially owned by the Reporting Person (or its
affiliates).
(c) There have been no purchases or sales of the shares of Common Stock during the past 60
days.
(d)-(e) Not applicable.
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Item 6. |
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
As described in Item 4 above, in connection with the issuance of the Original TCP Notes and
the Original TCP Warrants, on July 9, 2008, the Issuer, the Subsidiary and the Lenders entered into
the Securities Purchase Agreement and upon the consummation of the transactions contemplated by the
Securities Purchase Agreement, on August 20, 2008, the Issuer and the Lenders entered into the
Registration Right Agreement, copies of which are referenced as Exhibits 1 and 2 hereto,
respectively (which incorporates by reference Exhibit 10.1 of the Current Report on Form 8-K filed
by the Issuer on July 11, 2008 and Exhibit 10.3 of the Current Report on Form 8-K filed by the
Issuer on August 21, 2008), and the Subsidiary issued to the Reporting Person (or its affiliates)
the Original TCP Notes pursuant to the Indenture and the Issuer issued to the Reporting Person (or
its affiliates) the Original TCP Warrants pursuant to the Warrant Agreement, copies of which are
referenced as Exhibits 3 and 4 hereto, respectively (which incorporates by reference Exhibits 10.1
and 10.2 of the Current Report on Form 8-K filed by the Issuer on August 21, 2008).
As described in Item 4 above, on December 4, 2008, the Reporting Person (or its affiliates)
delivered the Default Notice to the Issuer.
As described in Item 4 above, on February 6, 2009, the Reporting Person (or its affiliates)
entered into a Forbearance Agreement with the Subsidiary.
As described in Item 4 above, the Subsidiary and the Reporting Person (or its affiliates) have
come to preliminary, non-binding terms to effect the Restructuring, which, on June 22, 2009, were
determined to include the terms set forth in the Term Sheet, a copy of which is referenced as
Exhibit 5 hereto (which incorporates by reference Exhibit 99.1 of the Current Report on Form 8-K
filed by the Issuer on June 30, 2009).
Except as otherwise set forth herein, the Reporting Person does not have any contract,
arrangement, understanding or relationship with any person with respect to securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1
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Securities Purchase Agreement, dated July 8, 2008, by and among
the Issuer, the Subsidiary, the Reporting Person (or its
affiliates) and certain other parties thereto (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by GSI Group Inc. on July 11, 2008). |
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Exhibit 2
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Registration Rights Agreement, dated August 20, 2008, by and
among GSI Group Inc. and the Lenders (incorporated by reference
to Exhibit 10.3 to the Current Report on Form 8-K filed by GSI
Group Inc. on August 21, 2008). |
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Exhibit 3
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Indenture (including the Forms of Notes), dated August 20, 2008,
by and among GSI Group Corporation, as Issuer, GSI Group Inc.,
as a Guarantor, Eagle Acquisition Corporation, as a Guarantor,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by GSI Group Inc. on August 21, 2008). |
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Exhibit 4
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Warrant Agreement, dated August 20, 2008, by and among GSI Group
Inc. and the Lenders (incorporated by reference to Exhibit 10.2
to the Current Report on Form 8-K filed by GSI Group Inc. on
August 21, 2008). |
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Exhibit 5
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Term Sheet (incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K filed by the Issuer on June 30,
2009). |
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SIGNATURE
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, the
undersigned certifies that the information set forth in this statement is true, complete and
correct.
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Dated: July 2, 2009 |
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TENNENBAUM CAPITAL PARTNERS, LLC, a |
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Delaware limited liability company |
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By:
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/s/ Elizabeth Greenwood
Name: Elizabeth Greenwood
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Title: General Counsel & |
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Chief Compliance Officer |
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CUSIP No. |
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Exhibit Index
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Exhibit 1
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Securities Purchase Agreement, dated July 8, 2008, by and among
the Issuer, the Subsidiary, the Reporting Person (or its
affiliates) and certain other parties thereto (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by GSI Group Inc. on July 11, 2008). |
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Exhibit 2
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Registration Rights Agreement, dated August 20, 2008, by and
among GSI Group Inc. and the Lenders (incorporated by reference
to Exhibit 10.3 to the Current Report on Form 8-K filed by GSI
Group Inc. on August 21, 2008). |
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Exhibit 3
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Indenture (including the Forms of Notes), dated August 20, 2008,
by and among GSI Group Corporation, as Issuer, GSI Group Inc.,
as a Guarantor, Eagle Acquisition Corporation, as a Guarantor,
and The Bank of New York Mellon Trust Company, N.A., as Trustee
(incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by GSI Group Inc. on August 21, 2008). |
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Exhibit 4
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Warrant Agreement, dated August 20, 2008, by and among GSI Group
Inc. and the Lenders (incorporated by reference to Exhibit 10.2
to the Current Report on Form 8-K filed by GSI Group Inc. on
August 21, 2008). |
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Exhibit 5
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Term Sheet (incorporated by reference to Exhibit 99.1 of the
Current Report on Form 8-K filed by the Issuer on June 30,
2009). |