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 ☐.
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.
| 1 |
NAME OF REPORTING PERSONS
Pentwater Capital Management LP
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
N/A |
|
| 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
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
30,358,382
|
|
| 8 |
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
30,358,382
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,358,382
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.09% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Crown Managed Accounts SPC
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,096,014
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
1,096,014
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,096,014
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.54% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
LMA SPC on behalf of MAP 98 Segregated Portfolio
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
305,450
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
305,450
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
305,450
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Investment Opportunities 3 SPC
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
1,528,950
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
1,528,950
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,528,950
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.76% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Oceana Master Fund Ltd.
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
3,743,213
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
3,743,213
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,743,213
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.86% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Equity Opportunities Master Fund Ltd.
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
2,421,644
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
2,421,644
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,421,644
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.20% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Merger Arbitrage Master Fund Ltd.
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
8,601,642
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
8,601,642
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,601,642
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.27% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
PWCM Master Fund Ltd.
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
5,222,591
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
5,222,591
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,222,591
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.60% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Unconstrained Master Fund. Ltd
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
173,996
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
173,996
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
173,996
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.09% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Pentwater Credit Master Fund Ltd.
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
WC
|
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
204,626
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
204,626
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
204,626
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022. |
| 1 |
NAME OF REPORTING PERSONS
Matthew Halbower
|
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
| 3 |
SEC USE ONLY
|
|
| 4 |
SOURCE OF FUNDS
PF |
|
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
|
☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
|
| 8 |
SHARED VOTING POWER
7,060,256
|
|
|
9
|
SOLE DISPOSITIVE POWER
0 |
|
|
10
|
SHARED DISPOSITIVE POWER
7,060,256
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,060,256
|
|
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.51% (1)
|
|
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
| (1) | Based on 201,231,446 common shares outstanding as set forth in the Issuer’s Management’s Discussion and Analysis attached
as an Exhibit to the Company’s Report on Form 6-K filed with the SEC on August 4, 2022 |
This Amendment No. 7 (this
“Amendment”) to Schedule 13D amends the Schedule 13D filed by Pentwater Capital Management LP, a Delaware limited partnership
registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed
Accounts SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio
company formed in the Cayman Islands (“MALT”), LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company
formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”),
Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater
Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Thanksgiving Fund
LP a limited partnership formed in the Cayman Islands (“PTHK”) (which is no longer a reporting person), PWCM Master Fund,
Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Metric Merger Arbitrage Fund LP, a limited
partnership formed in the Cayman Islands (“PWMM”) (which is no longer a reporting person), and Pentwater Unconstrained Master
Fund, Ltd. an exempted company formed in the Cayman Islands (“PWUM”), and Matthew Halbower, chief executive officer of Pentwater
Capital, as the same has been amended by Amendments Nos. 1, 2, 3, 4, 5 and 6 thereto (as amended, the “Schedule 13D”), including
to add Pentwater Credit Master Fund Ltd., an exempted company formed in the Cayman Islands (“PCMF”), as a reporting person.
Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM, PCMF and Matthew Halbower are collectively referred
to herein as the “Reporting Persons.” CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWCM Master, PWUM and PCMF are collectively
referred to herein as the “Funds.” Pentwater Capital is the investment adviser of each of the Funds.
Capitalized terms used but
not otherwise defined in this Amendment have the meanings ascribed to them in the Schedule 13D.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS |
Item 3 of the Schedule 13D is hereby amended
and restated in its entirety to read as follows:
The aggregate purchase price
for the 30,358,382 shares of Common Stock beneficially owned by the Reporting Persons is approximately $680,345,655. Such shares were
purchased using the investment capital of each applicable Fund. Prior to October 31, 2022, such securities were held primarily in
margin accounts and, on October 31, 2022, such shares were transferred into accounts that are not subject to margin arrangements. The
Reporting Persons may from time to time acquire shares in, or transfer shares to, margin accounts maintained with brokers, and such brokerage
firms may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin
regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts
would be pledged as collateral security for the repayment of debit balances in the accounts.
| ITEM 4. | PURPOSE OF THE TRANSACTION |
Item 4 of the Schedule 13D is hereby amended
and supplemented by adding the following:
On November 1, 2022,
each Reporting Person entered into an agreement (the “November 2022 Agreement”) with Parent and Rio Tinto, pursuant to which,
among other things, each Reporting Person agreed (i) to withhold (or cause to be withheld) its vote on all of its Subject Shares
(as defined in the November 2022 Agreement) at any meeting of the Company’s stockholders called to vote upon the Transaction or
at any adjournment or postponement thereof, (ii) to revoke any and all authorities pursuant to any proxy, voting instruction or similar
instrument with respect to the right to vote the Subject Shares that may conflict or be inconsistent with the matters set forth in the
November 2022 Agreement, (iii) to certain restrictions on its ability to transfer its Shares as well as certain restrictions on its
ability to grant proxies in respect of the Subject Shares and (iv) not to acquire any additional shares of Common Stock.
Parent, Rio Tinto and the
Reporting Persons also agreed pursuant to the November 2022 Agreement that, subject to completion of the Transaction, each Reporting Person
will be paid 80% of the consideration payable in respect of the Subject Shares within two business days following the effective date of
the Transaction with the remaining consideration (together with interest thereon) payable following the final determination of a dissent
proceeding. The parties to the November 2022 Agreement further agreed to conduct such dissent proceeding in accordance with procedures
set forth in the November 2022 Agreement.
Parent and Rio Tinto agreed
pursuant to the November 2022 Agreement, among other things, to either waive or amend the dissent condition set forth in the Arrangement
Agreement to allow the Transaction to be completed in circumstances where the holders of up to 17.5% of Shares issued and outstanding
as of the date of the Transaction validly exercise Dissent Rights (as defined in the Arrangement Agreement).
The November 2022 Agreement
provides that it will automatically terminate upon the termination of the Arrangement Agreement, at any time prior to the Effective Time
(as defined in the Arrangement Agreement), in accordance with its terms.
The foregoing description
of the November 2022 Agreement is a summary only, is not complete and is qualified in its entirety by reference to the complete text of
the November 2022 Agreement, a copy of which is filed as Exhibit C hereto.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and
restated in their entirety as follows:
(a) and (b) Each Reporting Person’s beneficial
ownership of Common Stock on the date of this Schedule 13D/Amendment 7 is reflected on that Reporting Person’s cover page. By virtue
of his position with Pentwater Capital, Mr. Halbower has the sole power to vote the shares of Common Stock owned by the Reporting Persons.
Subject to restrictions, Mr. Halbower has the sole power to dispose of the shares of Common Stock owned by the Reporting Persons.
(c) The transactions in the Common Stock that
have been effected on behalf of the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule
A and incorporated herein by reference. Other than those transactions and the transactions set forth in Schedule A to Amendment Nos. 3,
4, 5 and 6 to the Schedule 13D, there were no other such transactions in the securities by the Reporting Persons that were effected during
the past 60 days.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Item 7 of the Schedule 13D is hereby amended
by adding the following Exhibit:
| Exhibit C | Agreement, dated
November 1, 2022, among the Reporting Persons, the other parties listed on Schedule A thereto, Parent and Rio Tinto. |
SIGNATURE
After reasonable inquiry and
to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
| Dated: November 3, 2022 |
PENTWATER CAPITAL MANAGEMENT LP |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
CROWN MANAGED ACCOUNTS SPC |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
LMA SPC for and on behalf of MAP 98 Segregated Portfolio |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
INVESTMENT OPPORTUNITIES 3 SPC |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
OCEANA MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
PENTWATER MERGER ARBITRAGE MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
PWCM MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
PENTWATER UNCONSTRAINED MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
PENTWATER CREDIT MASTER FUND LTD. |
| |
By: Pentwater Capital Management LP, its investment manager |
| |
By: Halbower Holdings, Inc., its general partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Matthew C. Halbower |
| |
Name: |
Matthew Halbower |
| |
Title: |
Chief Executive Officer |
| |
|
|
| |
|
|
| |
MATTHEW C. HALBOWER |
| |
|
|
| |
|
|
| |
/s/ Matthew C. Halbower |
| |
Matthew C. Halbower |
Schedule A
Transactions in the shares of the Issuer
During the Past 60 Days
For account of Crown Managed Accounts SPC
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/10/2022 |
Buy |
2,275 |
29.502867 |
| 10/10/2022 |
Buy |
2,275 |
29.5097312 |
| 10/11/2022 |
Buy |
2,730 |
40.55803333* |
| 10/12/2022 |
Buy |
2,730 |
40.38755* |
| 10/13/2022 |
Buy |
18 |
40.195* |
| 10/14/2022 |
Buy |
9,100 |
40.09226* |
| 10/17/2022 |
Buy |
15,379 |
40.10407396* |
| 10/17/2022 |
Buy |
16,544 |
40.05492637* |
| 10/18/2022 |
Buy |
9,555 |
39.63543333* |
| 10/18/2022 |
Buy |
6,370 |
39.72874608* |
| 10/19/2022 |
Buy |
2,748 |
39.93493378* |
| 10/19/2022 |
Buy |
10,692 |
39.92601713* |
| 10/20/2022 |
Buy |
974 |
39.93373832* |
| 10/20/2022 |
Buy |
919 |
39.88490752* |
| 10/21/2022 |
Buy |
6,880 |
39.13284688* |
| 10/21/2022 |
Buy |
7,039 |
39.25439505* |
| 10/21/2022 |
Buy |
1,131 |
39.22466811* |
*Canadian dollars
For account of Investment Opportunities 3 SPC
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/10/2022 |
Buy |
2,275 |
29.502867 |
| 10/10/2022 |
Buy |
2,275 |
29.5097312 |
| 10/11/2022 |
Buy |
2,730 |
40.55803333* |
| 10/12/2022 |
Buy |
2,730 |
40.38755* |
| 10/13/2022 |
Buy |
18 |
40.195* |
| 10/14/2022 |
Buy |
9,100 |
40.09226* |
| 10/17/2022 |
Buy |
15,379 |
40.10407396* |
| 10/17/2022 |
Buy |
16,544 |
40.05492637* |
| 10/18/2022 |
Buy |
9,555 |
39.63543333* |
| 10/18/2022 |
Buy |
6,370 |
39.72874608* |
| 10/19/2022 |
Buy |
2,748 |
39.93493378* |
| 10/19/2022 |
Buy |
10,692 |
39.92601713* |
| 10/20/2022 |
Buy |
974 |
39.93373832* |
| 10/20/2022 |
Buy |
919 |
39.88490752* |
| 10/21/2022 |
Buy |
6,880 |
39.13284688* |
| 10/21/2022 |
Buy |
7,039 |
39.25439505* |
| 10/21/2022 |
Buy |
1,131 |
39.22466811* |
*Canadian dollars
For account of LMA SPC on behalf of MAP 98 Segregated
Portfolio
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/21/2022 |
Buy |
4,480 |
39.13284688* |
| 10/21/2022 |
Buy |
4,584 |
39.25439505* |
| 10/21/2022 |
Buy |
736 |
39.22466811* |
*Canadian dollars
For account of Oceana Master Fund Ltd.
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/21/2022 |
Buy |
28,800 |
39.13284688* |
| 10/21/2022 |
Buy |
29,466 |
39.25439505* |
| 10/21/2022 |
Buy |
4,734 |
39.22466811* |
*Canadian dollars
For account of Pentwater Equity Opportunities
Master Fund Ltd.
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/21/2022 |
Buy |
19,200 |
39.13284688* |
| 10/21/2022 |
Buy |
19,644 |
39.25439505* |
| 10/21/2022 |
Buy |
3,156 |
39.22466811* |
*Canadian dollars
For account of Pentwater Merger Arbitrage
Master Fund Ltd.
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/10/2022 |
Buy |
20,075 |
29.502867 |
| 10/10/2022 |
Buy |
20,075 |
29.5097312 |
| 10/11/2022 |
Buy |
24,090 |
40.55803333* |
| 10/12/2022 |
Buy |
24,090 |
40.38755* |
| 10/13/2022 |
Buy |
161 |
40.195* |
| 10/14/2022 |
Buy |
80,300 |
40.09226* |
| 10/17/2022 |
Buy |
135,707 |
40.10407396* |
| 10/17/2022 |
Buy |
145,985 |
40.05492637* |
| 10/18/2022 |
Buy |
84,315 |
39.63543333* |
| 10/18/2022 |
Buy |
56,210 |
39.72874608* |
| 10/19/2022 |
Buy |
24,251 |
39.93493378* |
| 10/19/2022 |
Buy |
94,353 |
39.92601713* |
| 10/20/2022 |
Buy |
8,592 |
39.93373832* |
| 10/20/2022 |
Buy |
8,110 |
39.88490752* |
| 10/21/2022 |
Buy |
60,640 |
39.13284688* |
| 10/21/2022 |
Buy |
62,042 |
39.25439505* |
| 10/21/2022 |
Buy |
9,968 |
39.22466811* |
*Canadian dollars
For account of Pentwater Unconstrained Master
Fund Ltd.
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/10/2022 |
Buy |
375 |
29.502867 |
| 10/10/2022 |
Buy |
375 |
29.5097312 |
| 10/11/2022 |
Buy |
450 |
40.55803333* |
| 10/12/2022 |
Buy |
450 |
40.38755* |
| 10/13/2022 |
Buy |
3 |
40.195* |
| 10/14/2022 |
Buy |
1,500 |
40.09226* |
| 10/17/2022 |
Buy |
2,535 |
40.10407396* |
| 10/17/2022 |
Buy |
2,727 |
40.05492637* |
| 10/18/2022 |
Buy |
1,575 |
39.63543333* |
| 10/18/2022 |
Buy |
1,050 |
39.72874608* |
| 10/19/2022 |
Buy |
453 |
39.93493378* |
| 10/19/2022 |
Buy |
1,763 |
39.92601713* |
| 10/20/2022 |
Buy |
160 |
39.93373832* |
| 10/20/2022 |
Buy |
152 |
39.88490752* |
| 10/21/2022 |
Buy |
1,120 |
39.13284688* |
| 10/21/2022 |
Buy |
1,146 |
39.25439505* |
| 10/21/2022 |
Buy |
184 |
39.22466811* |
*Canadian dollars
For account of PWCM Master Fund Ltd.
| Date |
Transaction Type |
Number of shares of
Common Stock |
Price ($US unless otherwise indicated) |
| 10/21/2022 |
Buy |
32,000 |
39.13284688* |
| 10/21/2022 |
Buy |
32,740 |
39.25439505* |
| 10/21/2022 |
Buy |
5,260 |
39.22466811* |
*Canadian dollars
