Filing Details

Accession Number:
0001193805-22-001474
Form Type:
13D Filing
Publication Date:
2022-11-02 20:00:00
Filed By:
Pentwater Capital Management
Company:
Turquoise Hill Resources Ltd. (NYSE:TRQ)
Filing Date:
2022-11-03
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Pentwater Capital Management 30,358,382 0 30,358,382 0 30,358,382 15.09%
Crown Managed Accounts SPC 0 1,096,014 0 1,096,014 1,096,014 0.54%
LMA SPC on behalf of MAP 0 305,450 0 305,450 305,450 0.15%
Investment Opportunities 0 1,528,950 0 1,528,950 1,528,950 0.76%
Oceana Master Fund Ltd 0 3,743,213 0 3,743,213 3,743,213 1.86%
Pentwater Equity Opportunities Master Fund Ltd 0 2,421,644 0 2,421,644 2,421,644 1.20%
Pentwater Merger Arbitrage Master Fund Ltd 0 8,601,642 0 8,601,642 8,601,642 4.27%
PWCM Master Fund Ltd 0 5,222,591 0 5,222,591 5,222,591 2.60%
Pentwater Unconstrained Master Fund. Ltd 0 173,996 0 173,996 173,996 0.09%
Pentwater Credit Master Fund Ltd 0 204,626 0 204,626 204,626 0.10%
Matthew Halbower 0 7,060,256 0 7,060,256 7,060,256 3.51%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

TURQUOISE HILL RESOURCES LTD.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

900435108

(CUSIP Number)

 

Matthew Halbower

Pentwater Capital Management LP

1001 10th Avenue South, Suite 216

Naples, FL 34102

(239) 384-9750

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 31, 2022

(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 §§ 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.

  

 

 

 

CUSIP No.  900435108

 

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.

  

 

 

 

CUSIP No.  900435108

 

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.

  

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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.

  

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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.

  

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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.

 

 

 

 

CUSIP No.  900435108

 

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 CAgreement, 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