Amended Statement of Beneficial Ownership (sc 13d/a)
March 20 2017 - 4:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Mitel
Networks Corporation
(Name of Issuer)
Common Shares
(Title of
Class of Securities)
60671Q104
(CUSIP Number)
Francisco
Partners GP II, L.P.
One Letterman Drive
Building C, Suite 410
San Francisco, California 94129
Attention: Benjamin Ball
Telephone: (415) 418-2900
with a copy to:
Steve Eisner
Francisco
Partners Management, L.P.
One Letterman Drive
Building C, Suite 410
San Francisco, California 94129
Telephone: (415) 418-2900
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
August 17, 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. ☐
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*
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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.
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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 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to
all other provisions of the Exchange Act (however, see the Notes).
Page 1 of 14 Pages
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CUSIP No. 60671Q104
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Page 2 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Arsenal Holdco I, S.a.r.l.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Luxembourg
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0*
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8.
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Shared Voting Power
6,281,568*
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9.
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Sole Dispositive Power
0*
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10.
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Shared Dispositive Power
6,281,568*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,281,568*
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.2%**
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14.
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Type of Reporting Person (See
Instructions)
OO
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 3 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Arsenal Holdco II, S.a.r.l.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Luxembourg
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,424,603*
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,424,603*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,424,603*
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
2.0%**
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14.
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Type of Reporting Person (See
Instructions)
OO
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 4 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners II (Cayman), L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0*
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8.
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Shared Voting Power
6,344,038*
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9.
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Sole Dispositive Power
0*
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10.
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Shared Dispositive Power
6,344,038*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,344,038*
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%**
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14.
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Type of Reporting Person (See
Instructions)
PN
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 5 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners GP II (Cayman), L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0*
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8.
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Shared Voting Power
6,344,038*
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9.
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Sole Dispositive Power
0*
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10.
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Shared Dispositive Power
6,344,038*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,344,038*
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%**
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14.
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Type of Reporting Person (See
Instructions)
PN
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 6 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners GP II Management (Cayman) Limited
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0*
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8.
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Shared Voting Power
6,344,038**
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9.
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Sole Dispositive Power
0*
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|
10.
|
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Shared Dispositive Power
6,344,038**
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,344,038**
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
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13.
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Percent of Class Represented by Amount
in Row (11)
5.3%**
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14.
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Type of Reporting Person (See
Instructions)
CO
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 7 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners Parallel Fund II,
L.P. 20-4495943
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,425,461*
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9.
|
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Sole Dispositive Power
2,425,461
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|
10.
|
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Shared Dispositive Power
2,424,603*
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|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,425,461*
|
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.0%**
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 8 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners GP II, L.P. 20-2134312
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
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6.
|
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Citizenship or Place of
Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
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7.
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|
Sole Voting Power
0
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8.
|
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Shared Voting Power
2,425,461*
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9.
|
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Sole Dispositive Power
0
|
|
|
10.
|
|
Shared Dispositive Power
2,425,461*
|
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,425,461*
|
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.0%**
|
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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CUSIP No. 60671Q104
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Page 9 of 14 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Francisco Partners GP II Management,
LLC 20-3134326
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
|
4.
|
|
Source of Funds (See Instructions)
AF, OO (see Item 3)
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5.
|
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
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6.
|
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Citizenship or Place of
Organization
Delaware
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
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7.
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Sole Voting Power
0
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8.
|
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Shared Voting Power
2,425,461*
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9.
|
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Sole Dispositive Power
0
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10.
|
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Shared Dispositive Power
2,425,461*
|
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11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,425,461*
|
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12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
2.0%**
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14.
|
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Type of Reporting Person (See
Instructions)
PN
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**
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Based on 121,986,009 common shares outstanding as reported in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 1, 2017.
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Page
10
of 14 Pages
This Amendment No. 6 to Schedule 13D is being filed jointly by the following (each a
“
Reporting Person
” and collectively, the “
Reporting Persons
”): (1) Arsenal Holdco I, S.a.r.l., a Luxembourg
societe a responsabilite limitee
(“
Arsenal I
”), (2) Arsenal Holdco II, S.a.r.l., a
Luxembourg
societe a responsabilite limitee
(“
Arsenal II
”), (3) Francisco Partners II (Cayman), L.P., a Cayman exempted limited partnership (“
FP II Cayman
”), (4) Francisco Partners GP II (Cayman), L.P., a
Cayman exempted limited partnership (“
FP GP II Cayman
”), (5) Francisco Partners GP II Management (Cayman) Limited, a Cayman exempted company (“
FP Management Cayman
”), (6) Francisco Partners Parallel Fund II, L.P., a
Delaware limited partnership (“
FP Parallel Fund
”), (7) Francisco Partners GP II, L.P., a Delaware limited partnership (“
FP GP II
”), and (8) Francisco Partners GP II Management, LLC, a Delaware limited liability
company (“
FP Management
”), to supplement and amend the Schedule 13D filed on behalf of the Reporting Persons. Each item below amends and supplements the information disclosed under the corresponding item of Schedule 13D. Capitalized
terms defined in the Schedule 13D are used herein with their defined meaning.
Item 5. Interest in
Securities of the Issuer
The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following:
The following disclosure assumes there are 121,986,009 Common Shares outstanding, which the Company represented in its Annual Report on
Form
10-K
filed on March 1, 2017 as the number of Common Shares outstanding as of December 31, 2016.
Pursuant to Rule
13d-5
of the Exchange Act, by reason of the relationships described herein and in the
Schedule 13D, the Reporting Persons may be deemed to share beneficial ownership of an aggregate of 8,769,499 Common Shares, which, based on calculations made in accordance with Rule
13d-3
of the Exchange Act,
would constitute approximately 7.3% of the outstanding Common Shares. The filing of this Statement shall not be construed as an admission that any Reporting Person beneficially owns those shares held directly by any other Reporting Person, and the
Reporting Persons hereby disclaim such beneficial ownership.
As of the date hereof, Arsenal I directly owns 6,281,568 Common Shares and
FP II Cayman directly owns 62,470 Common Shares, which, based on calculations made in accordance with Rule
13d-3
of the Exchange Act, would constitute in the aggregate approximately 5.3% of the outstanding
Common Shares. FP II Cayman is the sole member of Arsenal I, FP GP II Cayman is the general partner of FP II Cayman, and FP Management Cayman is the general partner of FP GP II Cayman. As a result of these relationships, FP II Cayman may also be
deemed to share voting and dispositive power of the Common Shares beneficially owned by Arsenal I, and FP GP II Cayman and FP Management Cayman may be deemed to share voting and dispositive power of the Common Shares beneficially owned by FP II
Cayman. Each of FP II Cayman (except for the Common Shares held directly by FP II Cayman), FP GP II Cayman and FP Management Cayman expressly disclaims beneficial ownership of any Common Shares, except to the extent of its pecuniary interest
therein.
As of the date hereof, Arsenal II directly owns 2,424,603 Common Shares and FP Parallel Fund directly owns 858 Common Shares,
which, based on calculations made in accordance with Rule
13d-3
of the Exchange Act, would constitute in the aggregate approximately 2.0% of the outstanding Common Shares. FP Parallel Fund is the controlling
member of Arsenal II, FP GP II is the general partner of FP Parallel Fund, and FP Management is the general partner of FP GP II. As a result of these relationships, FP Parallel Fund may also be deemed to share voting and dispositive power of the
Common Shares beneficially owned by Arsenal II, and FP GP II and FP Management may be deemed to share voting and dispositive power of the Common Shares beneficially owned by FP Parallel Fund. Each of FP Parallel Fund (except for the Common Shares
held directly by FP Parallel Fund), FP GP II and FP Management expressly disclaims beneficial ownership of any Common Shares, except to the extent of its pecuniary interest therein.
The above does not include an additional 327,520 Common Shares issuable upon exercise of director options issued to an affiliate of the
Reporting Persons, and 82,405 shares of Common Stock held by an affiliate of the Reporting Persons, 52,405 of which were issued upon exercise of director options and 30,000 of which were issued upon vesting of restricted stock units. This Statement
shall not be construed as an admission that the Reporting Persons beneficially own those shares, and the Reporting Persons hereby disclaim such beneficial ownership.
Page
11
of 14 Pages
Schedule I annexed hereto lists all transactions in the Common Shares since the most recent
filing of Schedule 13D by the Reporting Persons.
Francisco Partners Management, L.P. is an investment adviser that provides investment
management services to FP Management Cayman and FP Management. Mr. Dipanjan Deb, Mr. Ezra Perlman, Mr. David Golob, and Mr. Keith Geeslin are the members of the Investment Committee of Francisco Partners Management, L.P. As such,
pursuant to Rule
13d-5
of the Exchange Act, each of these individuals may be deemed to share voting and dispositive power of the Common Shares beneficially owned by Arsenal I and Arsenal II.
Each of these individuals expressly disclaims such beneficial ownership.
The filing of this Amendment to Schedule 13D shall not be construed as an admission that any of the Reporting Persons share beneficial
ownership for purposes of Section 13(d) of the Exchange Act.
Page
12
of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: March 20, 2017
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ARSENAL HOLDCO I, S.A.R.L.
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By:
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/s/ Benjamin Ball
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Name:
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Benjamin Ball
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Title:
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Manager
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ARSENAL HOLDCO II, S.A.R.L.
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|
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By:
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/s/ Benjamin Ball
|
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Name:
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Benjamin Ball
|
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Title:
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Manager
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FRANCISCO PARTNERS II (CAYMAN), L.P.
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By: FRANCISCO PARTNERS GP II (CAYMAN),
L.P., its General Partner
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By: FRANCISCO PARTNERS GP II
MANAGEMENT (CAYMAN) LIMITED, its General
Partner
|
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|
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By:
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/s/ Benjamin Ball
|
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Name:
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Benjamin Ball
|
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Title:
|
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Director
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FRANCISCO PARTNERS GP II (CAYMAN), L.P.
|
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By: FRANCISCO PARTNERS GP II
MANAGEMENT (CAYMAN) LIMITED, its
General Partner
|
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|
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By:
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/s/ Benjamin Ball
|
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Name:
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Benjamin Ball
|
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Title:
|
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Director
|
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|
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FRANCISCO PARTNERS GP II MANAGEMENT
(CAYMAN) LIMITED
|
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|
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By:
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/s/ Benjamin Ball
|
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Name:
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Benjamin Ball
|
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Title:
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Director
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FRANCISCO PARTNERS PARALLEL FUND II, L.P.
|
|
By: FRANCISCO PARTNERS GP II, L.P., its
General Partner
|
|
By: FRANCISCO PARTNERS GP II
MANAGEMENT, LLC, its General Partner
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Benjamin Ball
|
|
Name:
|
|
Benjamin Ball
|
|
Title:
|
|
Managing Member
|
Page
13
of 14 Pages
|
|
|
|
|
FRANCISCO PARTNERS GP II, L.P.
|
|
By: FRANCISCO PARTNERS GP II
MANAGEMENT, LLC, its General Partner
|
|
|
|
|
By:
|
|
/s/ Benjamin Ball
|
|
Name:
|
|
Benjamin Ball
|
|
Title:
|
|
Managing Member
|
|
|
|
FRANCISCO PARTNERS GP II MANAGEMENT,
LLC
|
|
|
|
|
By:
|
|
/s/ Benjamin Ball
|
|
Name:
|
|
Benjamin Ball
|
|
Title:
|
|
Managing Member
|
Page
14
of 14 Pages
Schedule I
Transactions in the Common Shares since the Most Recent Filing of Schedule 13D
The following transactions were effected by Arsenal Holdco I, S.a.r.l. in the Common Shares since the most recent filing:
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Number of Shares
Distributed
|
|
|
Price
per Share
|
|
|
March 9, 2016
|
|
|
721,892
|
|
|
$
|
7.25
|
|
|
August 17, 2016
|
|
|
1,586,010
|
|
|
$
|
7.93
|
|
The following transactions were effected by Arsenal Holdco II, S.a.r.l. in the Common Shares since the most recent filing:
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Number of Shares
Distributed
|
|
|
Price
per Share
|
|
|
March 9, 2016
|
|
|
278,108
|
|
|
$
|
7.25
|
|
|
August 17, 2016
|
|
|
606,365
|
|
|
$
|
7.93
|
|
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