Page 6 of 11 – SEC Filing
Item 1. Security and Issuer.
| This Statement on Schedule 13D relates to the Common Shares (the “Shares”) of Turquoise Hill Resources Ltd. (the “Issuer”). The address of the principal executive offices of the Issuer is 200 Granville Street, Suite 354, Vancouver, British Columbia V6C 1S4. |
Item 2. Identity and Background.
| This Statement on Schedule 13D is being jointly filed by: (i) SailingStone Capital Partners LLC, a Delaware limited liability company registered as an investment adviser with the U.S. Securities and Exchange Commission (“SailingStone”); (ii) SailingStone Holdings LLC, a Delaware limited liability company (“SailingStone Holdings”), which is the general partner of SailingStone GP LP, which is a Delaware limited partnership that serves as managing member of SailingStone; (iii) MacKenzie B. Davis, a United States citizen who is a managing member of SailingStone Holdings and a control person of SailingStone and SailingStone Holdings (“Davis”) and (iv) Kenneth L. Settles Jr., a United States citizen who is a managing member of SailingStone Holdings and a control person of SailingStone and SailingStone Holdings (“Settles”). (SailingStone, SailingStone Holdings, Davis and Settles are sometimes also referred to herein individually as a “Reporting Person” and collectively as the “Reporting Persons”). Further information regarding the identity and background of certain of the Reporting Persons is set forth in Exhibit B which is attached hereto. |
| During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their respective executive officers, their respective managing members or any persons controlling their respective managing members has: (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. |
Item 3. Source and Amount of Funds or Other Consideration.
| The Shares herein reported as being beneficially owned by the Reporting Persons were acquired by SailingStone directly acting solely on behalf of its investment advisory clients. SailingStone has purchased a total of 227,684,945 Shares in open-market purchases for an aggregate consideration of $732,938,185 (exclusive of brokerage commissions). To the best knowledge of the Reporting Persons, the funds used in such purchases were from SailingStone’s available investment capital and none of the consideration for such Shares was represented by borrowed funds. |
Item 4. Purpose of Transaction.
| The Reporting Persons have acquired the Shares for investment purposes and will continue to analyze their investment in the Issuer on an ongoing basis. As part of this investment analysis process, the Reporting Persons reserve the right to engage in discussions with management of the Issuer and with third parties that may have an interest in the business affairs of the Issuer in order to monitor their investment and consider possible strategic alternatives. |
| Depending upon such discussions and consideration of strategic alternatives, the Reporting Persons could support one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate other purposes, plans or proposals regarding the Issuer to the extent deemed advisable by the Reporting Persons in light of current market conditions generally and specifically as they relate to the Issuer. The Reporting Persons further reserve the right to add to or reduce their holdings in the Issuer at any time as circumstances warrant without prior notice. |
Item 5. Interest in Securities of the Issuer.
| Based on the most recently available filing information submitted to the Securities and Exchange Commission by the Issuer, there are 2,012,313,965 Shares of the Issuer outstanding. As of January 31, 2018, the Reporting Persons collectively may be deemed to beneficially own 227,684,945 Shares, which represents 11.31% of the outstanding Shares. The number of Shares which may be deemed to be beneficially owned by the Reporting Persons are as follows: |
| Shares Deemed to be Beneficially Owned By: | Nature of Ownership | Percentage of Class |
| (A) SailingStone: | ||
| 227,684,945 | Sole Voting and Sole Dispositive Power (1) | 11.31% |
| (B) SailingStone Holdings: | ||
| 227,684,945 | Shared Voting and Shared Dispositive Power (2) | 11.31% |
| (C) Davis: | ||
| 227,684,945 | Shared Voting and Shared Dispositive Power (3) | 11.31% |
| (D) Settles: | ||
| 227,684,945 | Shared Voting and Shared Dispositive Power (4) | 11.31% |
____________________
| (1) | Such Shares are owned by investment advisory clients of SailingStone. By reason of its investment advisory relationship with such clients, SailingStone is deemed to have sole voting and sole dispositive power over such Shares. The economic interest in such Shares is held by such clients. |
| (2) | Because SailingStone Holdings is the general partner of SailingStone GP LP which serves as managing member of SailingStone, SailingStone Holdings could be deemed to share the power to vote and dispose or direct the disposition of such Shares. |
| (3) | Because Davis is a managing member of SailingStone Holdings and a control person of SailingStone Holdings and SailingStone, he could be deemed to share the power to vote and dispose or direct the disposition of such Shares. |
| (4) | Because Settles is a managing member of SailingStone Holdings and a control person of SailingStone Holdings and SailingStone, he could be deemed to share the power to vote and dispose or direct the disposition of such Shares. |
| TRANSACTIONS |
| Information regarding transactions in the Shares that have been effected by the Reporting Persons during the last sixty days are set forth in Exhibit C which is attached hereto. |
Item 6. Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.
| None. |
Item 7. Materials Filed as Exhibits.
The following exhibits are attached hereto:
| Exhibit A – Joint Filing Agreement of the Reporting Persons |
| Exhibit B – Executive Officers and Control Persons of the Reporting Persons |
| Exhibit C – Transactions in Securities of the Issuer During the Past Sixty Days by the Reporting Persons |
| Exhibit D – Letter to the Board of Directors of the Issuer |
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Reporting Persons expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.
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