Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
FERRO CORPORATION
(Name of Issuer)
Common Stock, par value $1.00
(Title of Class of Securities)
315405100
(CUSIP Number of Class of Securities)
Alec N. Litowitz
Magnetar Capital LLC
1603 Orrington Ave.
Evanston, Illinois 60201
(847) 905-4400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 14, 2021
(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 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. 315405100 | SCHEDULE 13D | Page 2 of 10 |
|
1. NAME OF REPORTING PERSON:
Magnetar Financial LLC
| |
|
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
Delaware
| |
|
NUMBER OF SHARES |
7. SOLE VOTING POWER 0 |
|
BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER 4,881,152 |
|
EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 0 |
| WITH |
10. SHARED DISPOSITIVE POWER 4,881,152 |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,881,152 | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91% | |
|
14. TYPE OF REPORTING PERSON
IA; OO | |
| CUSIP No. 315405100 | SCHEDULE 13D | 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. 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 4,881,152 |
|
EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 0 |
| WITH |
10. SHARED DISPOSITIVE POWER 4,881,152 |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,881,152 | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91% | |
|
14. TYPE OF REPORTING PERSON
HC; OO | |
| CUSIP No. 315405100 | SCHEDULE 13D | Page 4 of 10 |
|
1. NAME OF REPORTING PERSON:
Supernova Management LLC
| |
|
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
Delaware
| |
|
NUMBER OF SHARES |
7. SOLE VOTING POWER 0 |
|
BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER 4,881,152 |
|
EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 0 |
| WITH |
10. SHARED DISPOSITIVE POWER 4,881,152 |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,881,152 | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91% | |
|
14. TYPE OF REPORTING PERSON
HC; OO | |
| CUSIP No. 315405100 | SCHEDULE 13D | 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 4,881,152 |
|
EACH REPORTING PERSON |
9. SOLE DISPOSITIVE POWER 0 |
| WITH |
10. SHARED DISPOSITIVE POWER 4,881,152 |
|
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,881,152 | |
|
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ | |
|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.91% | |
|
14. TYPE OF REPORTING PERSON
HC; IN | |
SCHEDULE 13D
| item 1. | security and issuer |
This Schedule 13D (this “Statement”) relates to the common stock, no par value (the “Shares”), of Ferro Corporation, a company incorporated in Ohio (the “Company”). The principal executive offices of the Company is 6060 Parkland Boulevard, Suite 250, Mayfield Heights, OH 44124.
| 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 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. | source and amount of funds or other consideration |
The aggregate amount of funds used by the Reporting Persons in purchasing the 4,881,152 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 $105,575,218.98 (excluding commissions and other execution-related costs).
| ITEM 4. | PURPOSE OF TRANSACTION |
The Reporting Persons acquired the 4,881,152 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. | INTEREST IN SECURITIES OF THE ISSUER |
The Company reported in their Form 8-K filed on May 11, 2021 that 82,626,789 Shares were issued and outstanding as of May 10, 2021.
(a) As of the close of business May 14, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 4,881,152 Shares, which consisted of (i) 2,540,033 Shares held for the benefit of PRA Master Fund, (ii) 1,736,922 Shares held for the benefit of Constellation Fund; and (iii) 604,197 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.91% of the Shares.
(b)< /font> As of the close of business May 14, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 4,881,152 Shares, which consisted of (i) 2,540,033 Shares held for the benefit of PRA Master Fund, (ii) 1,736,922 Shares held for the benefit of Constellation Fund; and (iii) 604,197 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 5.91% 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 NYSE and various other trading markets.
As disclosed by the Company in the 8-K filed with the SEC on May 11, 2021:
On May 11, 2021, Ferro Corporation, an Ohio corporation (“Ferro”), PMHC II Inc., a Delaware corporation (“Prince”) and PMHC Fortune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prince (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Ferro (the “Merger”), with Ferro continuing as the surviving corporation in the Merger and as a direct or indirect wholly owned subsidiary of Prince. The board of directors of Ferro has approved the Merger Agreement.
On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock of Ferro (“Ferro Common Stock”) that is issued and outstanding immediately prior to the Effective Time (other than (i) shares of Ferro Common Stock held by Ferro as treasury stock or held directly by Prince or any subsidiary of Prince (including Merger Sub) immediately prior to the Effective Time (which will be canceled without payment of any consideration), (ii) shares of Ferro Common Stock for which dissenters rights have been properly exercised and perfected and not withdrawn and (iii) shares of restricted stock) will be converted into the right to receive $22.00 in cash, without interest (the “Merger Consideration”).
Pursuant to the Merger Agreement, as of the Effective Time, each option to acquire shares of Ferro Common Stock, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash (less any applicable withholding taxes) equal to (A) the number of shares of Ferro Common Stock subject to such option, multiplied by (B) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such option.
(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. | MATERIAL TO BE FILED AS EXHIBITS |
| Exhibit No. | Description |
| 99.1 | Joint Filing Agreement, dated as of May 21, 2021 among the Reporting Persons. |
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: May 21, 2021
| magnetar financial llc | |||
| By: Magnetar Capital Partners LP, its Sole Member | |||
| By: | /s/ Alec N. Litowitz | ||
| Name: | Alec N. Litowitz | ||
| Title: | Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP | ||
| magnetar capital partners LP | |||
| By: | /s/ Alec N. Litowitz | ||
| Name: | Alec N. Litowitz | ||
| Title: | Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP | ||
| supernova management llc | |||
| By: | /s/ Alec N. Litowitz | ||
| Name: | Alec N. Litowitz | ||
| Title: | Manager | ||
| /s/ Alec N. Litowitz | |||
| Alec N. Litowitz | |||
SCHEDULE A
Funds
| Date | Number of Shares Bought | Price Per Share($) (1)(2) | ||
| 5/11/2021 | 2,049,206 | 21.63101(3) | ||
| 5/12/2021 | 1,011,997 | 21.57408(4) | ||
| 5/13/2021 | 447,778 | 21.62179(5) | ||
| 5/14/2021 | 880,984 | 21.69624(6) | ||
| 5/17/2021 | 491,187 | 21.62131(7) |
(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 $21.63101 per share, at prices ranging from $21.47 to $21.88 per share.
(4) Reflects a weighted average purchase price of $21.57408 per share, at prices ranging from $21.49 to $21.70 per share.
(5) Reflects a weighted average purchase price of $21.62179 per share, at prices ranging from $21.57 to $21.74 per share.
(6) Reflects a weighted average purchase price of $21.69624 per share, at prices ranging from $21.595 to $21.80 per share.
(7) Reflects a weighted average purchase price of $21.62131 per share, at prices ranging from $21.51 to $21.82 per share.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated as of May 21, 2021, among the Reporting Persons. |