(Amendment No. )*
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
_____________________________________________________________________________________
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. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 69290Y109
|
SCHEDULE 13D
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Page 2 of 10
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1.
|
NAME
OF REPORTING PERSON:
Magnetar Financial LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3.
|
SEC
USE ONLY
|
4.
|
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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¨
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
4,959,998
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EACH
REPORTING
PERSON
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9.
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SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
4,959,998
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,959,998
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
|
14.
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TYPE
OF REPORTING PERSON
IA; OO
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CUSIP No. 69290Y109
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SCHEDULE 13D
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Page
3 of 10
|
1.
|
NAME OF REPORTING PERSON:
Magnetar Capital
Partners LP
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) ¨
|
|
(b) x
|
|
|
3.
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SEC USE ONLY
|
|
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4.
|
SOURCE OF FUNDS
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7.
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED VOTING POWER
4,959,998
|
EACH REPORTING
PERSON
|
9.
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED DISPOSITIVE POWER
4,959,998
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,959,998
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
|
14.
|
TYPE OF REPORTING PERSON
HC; OO
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CUSIP No. 69290Y109
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SCHEDULE 13D
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Page
4 of 10
|
1.
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NAME OF REPORTING PERSON:
Supernova Management LLC
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) ¨
|
|
(b) x
|
|
|
3.
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SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
OO
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7.
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED VOTING POWER
4,959,998
|
EACH REPORTING
PERSON
|
9.
|
SOLE DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED DISPOSITIVE POWER
4,959,998
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,959,998
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
|
14.
|
TYPE OF REPORTING PERSON
HC; OO
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CUSIP
No. 69290Y109
|
SCHEDULE
13D
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Page 5
of 10
|
1.
|
NAME
OF REPORTING PERSON:
Alec
N. Litowitz
|
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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
|
7.
|
SOLE
VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
8.
|
SHARED
VOTING POWER
4,959,998
|
EACH
REPORTING
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
4,959,998
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,959,998
|
12.
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.33%
|
14.
|
TYPE
OF REPORTING PERSON
HC; IN
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SCHEDULE 13D
item 1.
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security
and issuer
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This
Schedule 13D (this “Statement”) relates to the common stock, $0.00001 par value (the “Shares”),
of PAE Incorporated, a company incorporated in Delaware (the “Company”). The principal executive offices of the Company
is 7799 Leesburg Pike, Suite 300, Falls Church, VA 22043.
Item 2.
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identity
and background
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(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 PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”),
(ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar Systematic
Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), collectively (the “Funds”).
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 investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the
Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the
Funds. 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, 13th Floor, Evanston, Illinois 60201.
(c) Each
of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment
funds and 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
Executive 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.
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source
and amount of funds or other consideration
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The aggregate amount of funds used by the Reporting
Persons in purchasing the 4,959,998 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, 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 on behalf of the Funds was $49,057,998.28 (excluding commissions and other
execution-related costs).
ITEM 4.
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PURPOSE
OF TRANSACTION
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The Reporting Persons acquired
the 4,959,998 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below)
for purposes of receiving the merger consideration described below upon consummation of the Merger (as described 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 and/or other securities 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.
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INTEREST
IN SECURITIES OF THE ISSUER
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The Company reported in their
Form 8-K filed on October 25, 2021 that 93,117,234 Shares were issued and outstanding as of October 18, 2021.
(a) As
of the close of business November 1, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,959,998
Shares, which consisted of (i) 2,884,656 Shares held for the benefit of PRA Master Fund, (ii) 1,546,506 Shares held for the benefit of
Constellation Fund; and (iii) 528,836 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial
ownership of approximately 5.33% of the Shares.
(b) As
of the close of business November 1, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct the
disposition of 4,959,998 Shares, which consisted of (i) 2,884,656 Shares held for the benefit of PRA Master Fund, (ii) 1,546,506 Shares
held for the benefit of Constellation Fund; and (iii) 528,836 Shares held for the benefit of Systematic Master Fund, and all such Shares
represented beneficial ownership of approximately 5.33% of the Shares.
(c) Except
as set forth on Schedule A attached hereto and Item 6, the Funds 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 of the Funds. The transactions in the Shares set forth on Schedule
A were effected in open market transactions on the NASDAQ and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on October
25, 2021:
On October 25, 2021, PAE Incorporated,
a Delaware corporation (the “Company” or “PAE”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Amentum Government Services Holdings LLC, a Delaware corporation (“Parent”) and Pinnacle Virginia
Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), providing for the
merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company of the
Merger and an indirect wholly-owned subsidiary of Parent (the “Surviving Corporation”).
The board of directors of the Company
(the “Board”) unanimously, among other things, (1) determined that the Merger Agreement and the transactions contemplated
thereby, including the Merger (collectively, the “Transactions”), are fair to and in the best interests of the Company and
its stockholders, (2) approved, adopted and declared advisable the Merger Agreement and the Transactions, including the Merger,
(3) directed that the Merger Agreement be submitted to the Company stockholders for their adoption, and (4) resolved to recommend
that the Company stockholders approve and adopt the Merger Agreement. In addition, the Company’s largest stockholder, PE Shay Holdings,
LLC, a Delaware limited liability company (“PE Shay”), that beneficially owns approximately 22.5% of the outstanding shares
of PAE common stock, entered into a voting agreement with Parent pursuant to which it agreed, among other things, to vote all of its
shares of PAE common stock in favor of the Merger and against any Company Acquisition Proposal (as defined in the Merger Agreement).
(d) 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.
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.
A client of Magnetar Financial
has entered into a total return swap agreement giving it economic exposure to the Company.
Magnetar Asset Management
LLC (“Magnetar Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar
Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management. Certain clients of Magnetar Asset
Management have entered into total return swap agreements giving them economic exposure to the Company.
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.
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MATERIAL TO BE FILED AS EXHIBITS
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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: November
2, 2021
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magnetar
financial llc
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|
|
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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:
|
Alec N. Litowitz
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|
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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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By:
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/s/ Alec N. Litowitz
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|
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Name:
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Alec N. Litowitz
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|
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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
Funds
Date
|
|
|
Number of Shares Bought
|
|
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Price Per Share($) (1)(2)
|
|
10/25/2021
|
|
|
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3,156,653
|
|
|
|
9.88325
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(3)
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10/26/2021
|
|
|
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898,246
|
|
|
|
9.89218
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(4)
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10/27/2021
|
|
|
|
318,941
|
|
|
|
9.90074
|
(5)
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10/28/2021
|
|
|
|
300,256
|
|
|
|
9.92687
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(6)
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10/29/2021
|
|
|
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209,812
|
|
|
|
9.91644
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(7)
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11/1/2021
|
|
|
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76,090
|
|
|
|
9.92853
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(8)
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(1) Excludes commissions
and other execution-related costs.
(2) Upon request by the staff of the Securities and Exchange
Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.
(3) Reflects a weighted average purchase price
of $9.88325 per share, at prices ranging from $9.85 to $9.93 per share.
(4) Reflects a weighted average purchase price
of $9.89218 per share, at prices ranging from $9.87 to $9.91 per share.
(5) Reflects a weighted average purchase price
of $9.90074 per share, at prices ranging from $9.89 to $9.91 per share.
(6) Reflects a weighted average purchase price
of $9.92687 per share, at prices ranging from $9.90 to $9.95 per share.
(7) Reflects a weighted average purchase price
of $9.91644 per share, at prices ranging from $9.90 to $9.93per share.
(8) Reflects a weighted average purchase price
of $9.92853 per share, at prices ranging from $9.92 to $9.93 per share.
EXHIBIT INDEX