In connection with the closing (the “Closing”) on June 24,
2020 (the “Closing Date”) of the transactions contemplated by the
share transfer agreement (“Share Transfer Agreement”), dated as of
May 6, 2020, by and among the Seller, Chesham, the Company and
certain other holders of Senior PIK Notes, the Seller transferred
to Chesham an aggregate of 16,478,978 Ordinary Shares in the
Company (the “GIC Shares”) as consideration for Chesham’s surrender
of its €111,524,660 principal amount of the Senior PIK Notes.
Item 4. |
Purpose of Transaction.
|
The Reporting Persons invested in the Senior PIK Notes, and
ultimately took control of the GIC Shares, for investment purposes,
subject to the following:
The information in Item 6 of this Schedule 13D is incorporated
herein by reference.
The Reporting Persons intend to review on a continuing basis their
investments in the Company. The Reporting Persons may communicate
with the board of directors of the Company (the “Board”), members
of management and/or other stockholders from time to time with
respect to operational, strategic, financial or governance matters
or otherwise work with management and the Board with a view to
maximizing stockholder value. Such discussions and actions may be
preliminary and exploratory in nature, and may not rise to the
level of a plan or proposal. Subject to the agreements described
herein, the Reporting Persons may seek to acquire additional
securities of the Company (which may include rights or securities
exercisable or convertible into securities of the Company) from
time to time, in each case, in open market or private transactions,
block sales or otherwise, including in connection with
extraordinary corporate transactions, such as a tender offer,
merger or consolidation that would result in the de-listing of the Ordinary Shares,
and/or may seek to sell or otherwise dispose of some or all of the
Company’s securities from time to time. The Reporting Persons
expect to continue to actively evaluate such transactions, and to
take other actions intended to position the Reporting Persons to
opportunistically engage in one or more of such transactions in the
future. Subject to the agreements described herein, any transaction
that any of the Reporting Persons may pursue may be made at any
time and from time to time without prior notice and will depend on
a variety of factors, including, without limitation, the price and
availability of the Company’s securities, subsequent developments
affecting the Company, the Company’s business and the Company’s
prospects, other investment and business opportunities available to
such Reporting Persons, general industry and economic conditions,
the securities markets in general, tax considerations and other
factors deemed relevant by such Reporting Persons.
Pursuant to its right to designate one nominee for election to the
Board under the Director Nomination Agreement (defined in Item 6
below), Chesham designated Mr. Roberto Rittes, the CEO of
Nextel Telecom, to serve as a member of the Board. In such
capacity, Mr Rittes and the Reporting Persons may have influence
over the corporate activities of the Company, including activities
which may relate to items described in Item 4 of this
Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do
not have any present plans or proposals that relate to or would
result in any of the actions described in Item 4 of this Schedule
13D, although, subject to the agreements described herein, the
Reporting Persons, at any time and from time to time, may review,
reconsider and change their position and/or change their purpose
and/or develop such plans and may seek to influence management of
the Company or the Board with respect to the business and affairs
of the Company and may from time to time consider pursuing or
proposing such matters with advisors, the Company or other
persons.
Item 5. |
Interest in Securities of the Issuer.
|
(a) – (b) Calculations of the percentage of Ordinary Shares
beneficially owned are calculated in accordance with Rule
13d-3 and assumes that
there are 71,179,765 Ordinary Shares outstanding.
The aggregate number and percentage of Ordinary Shares beneficially
owned by each Reporting Person and, for each Reporting Person, the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition, are set forth on rows 7
through 11 and row 13 of the cover pages of this Schedule 13D and
are incorporated herein by reference.