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 Rule 13d-1(e), 13d-1(f) or 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 (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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CUSIP No. 36106P101
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SCHEDULE 13D
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Page 2 of 12
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1.
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NAME OF
REPORTING PERSON:
Magnetar Financial LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX 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
1,078,900
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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
1,078,900
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,900
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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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.98%
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14.
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TYPE OF REPORTING PERSON
IA; OO
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CUSIP No. 36106P101
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SCHEDULE 13D
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Page 3 of 12
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1.
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NAME OF
REPORTING PERSON:
Magnetar Capital Partners LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
|
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CHECK BOX 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
|
|
7.
|
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SOLE VOTING POWER
0
|
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8.
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SHARED VOTING POWER
1,078,900
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9.
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SOLE DISPOSITIVE POWER
0
|
|
10.
|
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SHARED DISPOSITIVE POWER
1,078,900
|
11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,900
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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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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.98%
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14.
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TYPE OF REPORTING PERSON
HC; OO
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CUSIP No. 36106P101
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SCHEDULE 13D
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Page 4 of 12
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1.
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NAME OF
REPORTING PERSON:
Supernova Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3.
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SEC USE ONLY
|
4.
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SOURCE OF FUNDS
OO
|
5.
|
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CHECK BOX 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
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
1,078,900
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
1,078,900
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,900
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.98%
|
14.
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TYPE OF REPORTING PERSON
HC; OO
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CUSIP No. 36106P101
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SCHEDULE 13D
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Page 5 of 12
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1.
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NAME OF
REPORTING PERSON:
Alec N. Litowitz
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2.
|
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
|
3.
|
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SEC USE ONLY
|
4.
|
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SOURCE OF FUNDS
OO
|
5.
|
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CHECK BOX 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
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
8.
|
|
SHARED VOTING POWER
1,078,900
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
10.
|
|
SHARED DISPOSITIVE POWER
1,078,900
|
11.
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,900
|
12.
|
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13.
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
9.98%
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14.
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TYPE OF REPORTING PERSON
HC; IN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This
Schedule 13D (this
Statement
) relates to the shares of common stock, par value $0.001 per share (the
Shares
), of Furiex Pharmaceuticals, Inc., a Delaware corporation (the
Company
). The
principal executive offices of the Company are located at 3900 Paramount Parkway, Suite 150, Morrisville, North Carolina 27560.
ITEM 2. IDENTITY
AND BACKGROUND
(a) The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company
(
Magnetar Financial
), Magnetar Capital Partners LP, a Delaware limited partnership (
Magnetar Capital Partners
), Supernova Management LLC, a Delaware limited liability company (
Supernova
Management
), and Alec N. Litowitz (
Mr. Litowitz
) (collectively, the
Reporting Persons
).
This Statement relates to Shares held for the accounts of each of (i) Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted
company (
Magnetar Capital Master Fund
), (ii) Magnetar Global Event Driven Master Fund, Ltd, a Cayman Islands exempted company (
Magnetar Event Driven Fund
), (iii) Hipparchus Master Fund Ltd, a Cayman
Islands exempted company (
Hipparchus Master Fund
), (iv) Spectrum Opportunities Master Fund Ltd, a Cayman Islands exempted company (
Spectrum Master Fund
and together with Magnetar Capital Master Fund,
Magnetar Event Driven Fund and Hipparchus Master Fund, collectively, the
Funds
) and (v) three managed accounts for clients of Magnetar Financial (the
Managed Accounts
).
Magnetar Financial is a Securities and Exchange Commission (
SEC
) registered investment adviser under Section 203 of
the Investment Advisers Act of 1940, as amended, and manager of private investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds and each of the Managed Accounts. In such capacity, Magnetar
Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds and each of the Managed Accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.
Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Litowitz.
(b)
The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13
th
Floor, Evanston, Illinois 60201.
(c) Each of the Funds is a private investment fund; each of the Managed Accounts is an account managed for a client of Magnetar Financial;
Magnetar Financial is a privately-held SEC registered investment adviser and manager of private investment funds and managed accounts, including each of the Funds and each of the Managed Accounts; Magnetar Capital Partners is a privately-held
limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Litowitz is
a citizen of the United States of America, manager of Supernova Management and Chief Investment Officer of Magnetar Financial.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a 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) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Litowitz is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds have come directly
from the assets of the Funds controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the
Reporting Persons in purchasing the Shares reported herein on behalf of the Managed Accounts have come directly from the assets of the Managed Accounts controlled by such Reporting Persons and their affiliates, which may, at any given time, have
included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds and the Managed Accounts was
$113,162,053.62.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares reported herein on behalf of the Funds and the Managed Accounts after the public announcement of the
Merger Agreement (as defined below) for purposes of receiving the Merger Consideration (as defined below) upon consummation of the Merger (as defined below).
Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated
transactions, or otherwise, to dispose of all or a portion of the Shares reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result
in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER
The Company reported in its Schedule 14A, filed with the SEC on June 4, 2014 (the
Definitive Proxy
Statement
), that 10,816,005 Shares were issued and outstanding as of June 3, 2014.
(a) Immediately prior to the
consummation of the Merger, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,078,900 Shares, which consists of (i) 212,004 Shares held by Magnetar Capital Master Fund, (ii) 335,213 Shares
held by Magnetar Event Driven Fund, (iii) 98,396 Shares held by Hipparchus Master Fund, (iv) 191,720 Shares held by Spectrum Master Fund and (v) 241,567 Shares in the aggregate
held by the Managed Accounts, and all such Shares represented beneficial ownership of approximately 9.98% of the Shares.
(b) Immediately
prior to the consummation of the Merger, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 1,078,900 Shares, which consists of (i) 212,004 Shares held by Magnetar Capital Master Fund,
(ii) 335,213 Shares held by Magnetar Event Driven Fund, (iii) 98,396 Shares held by Hipparchus Master Fund, (iv) 191,720 Shares held by Spectrum Master Fund and (v) 241,567 Shares in the aggregate held by the Managed Accounts,
and all such Shares represented beneficial ownership of approximately 9.98% of the Shares.
(c) Except as set forth on
Schedule A
attached hereto and as described in the immediately following paragraph below, the Reporting Persons had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on
Schedule A
attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each the Funds and each of the Managed Accounts. The transactions in the Shares set forth on
Schedule A
were effected
in open market transactions on the NASDAQ Global Select Market and various other trading markets.
On April 27, 2014, the Company
entered into an agreement and plan of merger (the
Merger Agreement
) with Forest Laboratories, Inc., a Delaware corporation (the
Parent
), and Royal Empress, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent (the
Merger Sub
), providing for the merger of Merger Sub with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the
terms of the Merger Agreement, upon completion of the Merger, each Share will be converted into the right to receive (i) $95.00 in cash, without interest, less any applicable withholding taxes (the
Cash Consideration
), plus
(ii) one contractual contingent value right which represents the right to receive a contingent payment of up to $30.00 in cash, without interest, less any applicable withholding taxes, upon the achievement of one of certain milestones, as
further described in the Definitive Proxy Statement (such contingent value right together with the Cash Consideration are collectively referred to herein as the
Merger Consideration
). On July 1, 2014, the shareholders of the
Company approved the Companys proposal to adopt the Merger Agreement at a special meeting of the shareholders, and the Merger was completed on July 2, 2014. In connection with the completion of the Merger, all of the Shares that may have
been deemed to be beneficially owned by each of the Reporting Persons were converted into the Merger Consideration, and the aggregate Cash Consideration received with respect to the Shares reported in this Statement was $102,495,500.
(d) Except for clients of Magnetar Financial who may have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, Shares reported herein, if any, held in Managed Accounts, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, any Shares that are beneficially owned by the Reporting Persons.
(e) As described in Item 5(c) above, each of the Reporting
Persons ceased to have beneficial ownership of greater than 5% of the Shares on July 2, 2014, upon consummation of the Merger.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE
ISSUER
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have
entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.
The Reporting
Persons purchased exchange-traded put contracts for $29,871.12 in the aggregate on behalf of the Funds and the Managed Accounts, which entitle the Funds and the Managed Accounts to put 550,000 Shares in the aggregate to the sellers of such put
contracts for $75 per Share. Such put contracts expire on July 19, 2014. A portion of such put contracts relating to (i) 108,100 Shares are for the benefit of Magnetar Capital Master Fund, (ii) 170,900 Shares are for the benefit of
Magnetar Event Driven Fund, (iii) 50,200 Shares are for the benefit of Hipparchus Master Fund, (iv) 97,700 Shares are for the benefit of Spectrum Master Fund and (v) 123,100 Shares are for the benefit of the Managed Accounts.
The Reporting Persons also purchased exchange-traded put contracts for $202,253.02 in the aggregate on behalf of the Funds and the Managed
Accounts, which entitle the Funds and the Managed Accounts to put 400,000 Shares in the aggregate to the sellers of such put contracts for $75 per Share. Such put contracts expire on October 18, 2014. A portion of such put contracts relating to
(i) 78,600 Shares are for the benefit of Magnetar Capital Master Fund, (ii) 124,200 Shares are for the benefit of Magnetar Event Driven Fund, (iii) 36,500 Shares are for the benefit of Hipparchus Master Fund, (iv) 71,100 Shares
are for the benefit of Spectrum Master Fund and (v) 89,600 Shares are for the benefit of the Managed Accounts.
The funds used by the
Reporting Persons in purchasing all such put contracts on behalf of the Funds have come directly from the assets of the Funds controlled by such Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by
brokerage firms in the ordinary course of business. The funds used by the Reporting Persons in purchasing all such put contracts on behalf of the Managed Accounts have come directly from the assets of the Managed Accounts controlled by such
Reporting Persons and their affiliates, which may, at any given time, have included margin loans made by brokerage firms in the ordinary course of business.
Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities
of the Company among or between the Reporting Persons or any other person or entity.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement, dated as of July 7, 2014, among the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 7, 2014
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MAGNETAR FINANCIAL LLC
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By: Magnetar Capital Partners LP, its Sole Member
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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MAGNETAR CAPITAL PARTNERS LP
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
|
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Title:
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Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP
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SUPERNOVA MANAGEMENT LLC
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By:
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/s/ Alec N. Litowitz
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Name:
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Alec N. Litowitz
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Title:
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Manager
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/s/ Alec N. Litowitz
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Alec N. Litowitz
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SCHEDULE A
|
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Date
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Number of Shares
Bought (Sold)
|
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Price Per Share($)(15)(16)
|
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4/28/2014
|
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213,700
|
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$
|
103.1842
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(1)
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4/28/2014
|
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4,600
|
|
|
$
|
103.9109
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(2)
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4/29/2014
|
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(12,677
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)
|
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$
|
103.3507
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(3)
|
6/18/2014
|
|
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75,344
|
|
|
$
|
104.2425
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(4)
|
6/19/2014
|
|
|
73,033
|
|
|
$
|
104.3691
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(5)
|
6/20/2014
|
|
|
46,000
|
|
|
$
|
104.3594
|
(6)
|
6/23/2014
|
|
|
33,020
|
|
|
$
|
104.0599
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(7)
|
6/24/2014
|
|
|
36,953
|
|
|
$
|
103.9555
|
(8)
|
6/25/2014
|
|
|
30,027
|
|
|
$
|
104.1164
|
(9)
|
6/26/2014
|
|
|
53,608
|
|
|
$
|
104.5055
|
(10)
|
6/27/2014
|
|
|
56,913
|
|
|
$
|
104.9054
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(11)
|
6/30/2014
|
|
|
65,808
|
|
|
$
|
105.1532
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(12)
|
6/30/2014
|
|
|
57,677
|
|
|
$
|
106.2269
|
(13)
|
7/1/2014
|
|
|
344,894
|
|
|
$
|
106.1933
|
(14)
|
(1)
|
Reflects a weighted average sale price of $103.1842 per share, at prices ranging from $102.77 to $103.77 per share.
|
(2)
|
Reflects a weighted average sale price of $103.9109 per share, at prices ranging from $103.78 to $104.00 per share.
|
(3)
|
Reflects a weighted average sale price of $103.3507 per share, at prices ranging from $103.25 to $103.47 per share.
|
(4)
|
Reflects a weighted average sale price of $104.2425 per share, at prices ranging from $104.10 to $104.40 per share.
|
(5)
|
Reflects a weighted average sale price of $104.3691 per share, at prices ranging from $104.17 to $104.50 per share.
|
(6)
|
Reflects a weighted average sale price of $104.3594 per share, at prices ranging from $104.15 to $104.50 per share.
|
(7)
|
Reflects a weighted average sale price of $104.0599 per share, at prices ranging from $103.75 to $104.29 per share.
|
(8)
|
Reflects a weighted average sale price of $103.9555 per share, at prices ranging from $103.64 to $104.35 per share.
|
(9)
|
Reflects a weighted average sale price of $104.1164 per share, at prices ranging from $103.75 to $104.35 per share.
|
(10)
|
Reflects a weighted average sale price of $104.5055 per share, at prices ranging from $104.13 to $104.80 per share.
|
(11)
|
Reflects a weighted average sale price of $104.9054 per share, at prices ranging from $104.55 to $105.00 per share.
|
(12)
|
Reflects a weighted average sale price of $105.1532 per share, at prices ranging from $104.74 to $105.74 per share.
|
(13)
|
Reflects a weighted average sale price of $106.2269 per share, at prices ranging from $105.75 to $106.72 per share.
|
(14)
|
Reflects a weighted average sale price of $106.1933 per share, at prices ranging from $105.90 to $106.55 per share.
|
(15)
|
Excludes commissions and other execution-related costs.
|
(16)
|
Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price will be provided.
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
|
|
99.1
|
|
Joint Filing Agreement, dated as of July 7, 2014, among the Reporting Persons.
|