Page 4 of 6 – SEC Filing
CUSIP No. 61748W108
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Item 1. Security and Issuer.
The name of the issuer is Morgans Hotel Group Co., a Delaware
corporation (the ‘Issuer’). The address of the Issuer’s principal executive
offices is 475 Tenth Avenue, New York, New York, 10018.
This schedule relates to the Issuer’s Common Stock, par
value $0.01 per share (‘Shares’).
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Item 2. Identity and Background.
(a-c, f) This Schedule 13D is being filed by Pine River Capital Management
L.P., a Delaware limited partnership (the ‘Investment Manager’)
and Brian Taylor, the managing member of Pine River Capital Management LLC,
the general partner of the Investment Manager (the ‘Managing Member’)
(each a ‘Reporting Person’ and collectively the ‘Reporting Persons’).
The principal business address of the Investment Manager and the
Managing Member is located at 601 Carlson Parkway, 7th Floor, Minnetonka, MN
55305, United States of America.
(d) Brian Taylor has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are 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.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, Pine River Capital Management L.P. was deemed the
beneficial owner of 3,139,668 shares of the Issuer’s Shares.
As of the date hereof, Brian Taylor was deemed the beneficial owner of
3,139,668 shares of the Issuer’s Shares.
No borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary course of
business.
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Item 4. Purpose of Transaction.
The Reporting Persons initially acquired the Shares for investment
purposes and in the ordinary course of business, pursuant to investment
strategies, including merger arbitrage and event driven strategies, because
the Reporting Persons believed that the Shares, when purchased, represented
an attractive investment opportunity.
On May 9, 2016, Morgans Hotel Group Co. (the “Company”) announced it
had entered into a definitive agreement under which it will be acquired by
global lifestyle hospitality company SBE. Under the terms of the agreement,
SBE will acquire all outstanding shares of the Company’s common stock. The
transaction is expected to close in the third or fourth quarter of 2016, and
is subject to regulatory and shareholder approvals. As a shareholder of the
Company, Pine River Capital Management L.P. (“Pine River”) signed a voting
agreement in support of this transaction. Adam Stein, an employee of Pine
River, has been a member of the Company’s Board since November 4, 2015.
The Reporting Persons expect to review from time to time their investment
in the Issuer and may, depending on the market and other conditions:
(i) purchase additional Shares, options or related derivatives in the open
market, in privately negotiated transactions or otherwise and (ii) sell all
or a portion of the Shares, options or related derivatives now beneficially
owned or hereafter acquired by them. Also, consistent with their investment
intent, the Reporting Persons may engage in communications with, among others,
one or more shareholders of the Issuer, one or more officers of the Issuer
and/or one or more members of the board of directors of the Issuer regarding
the Issuer, including its operations, governance and control.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to, or could result in, any of the matters referred to
in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of
Schedule 13D. The Reporting Persons may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
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Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, Pine River Capital Management L.P. was
deemed to be the beneficial owner of 3,139,668 Shares, or 9.0% of the Shares
of the Issuer, based upon the 34,627,055 Shares issued and outstanding as of
March 11, 2016, according to the 10-Q filed March 14, 2016.
Pine River Capital Management L.P. had the sole power to vote or direct
the vote of 0 Shares to which this filing relates; shares the power to
vote or direct the vote of the 3,139,668 Shares; had the sole power to
dispose or direct the disposition of 0 Shares; and shares the power to dispose
or direct the disposition of the 3,139,668 Shares to which this filing relates.
Pine River Capital Management L.P. specifically disclaims beneficial
ownership in the Shares reported herein except to the extent of its
pecuniary interest therein.
(a, b) As of the date hereof, Brian Taylor was deemed to be the
beneficial owner of 3,139,668 Shares, or 9.0% of the Shares of the Issuer,
based upon the 34,764,261 Shares issued and outstanding as of March 11, 2016,
according to the 10-Q filed March 14, 2016.
Brian Taylor had the sole power to vote or direct the vote of 0 Shares
to which this filing relates; shares the power to vote or direct the vote
of the 3,139,668 Shares; had the sole power to dispose or direct the
disposition of 0 Shares; and shares the power to dispose or direct the
disposition of the 3,139,668 Shares to which this filing relates.
Brian Taylor specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
The Shares were acquired for investment purposes. The Reporting Persons may
acquire additional Shares, dispose of all or some of these Shares from time to
time, in each case purchased in a private transaction with the Issuer, block
sales or purchases or otherwise, or may continue to hold the Shares. Moreover,
the Reporting Persons may engage in any or all of the items discussed in Item 4
above.
(c) See Exhibit B for schedule of transactions.
(d) Inapplicable
(e) Inapplicable
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares of the Issuer
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