-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GzsekepTTcHpOG/KVcfoJy/Eilm93wLeQTGjVEvJdEZtWLb1nG3LHyi0BTYM76cJ J3PUixobC7xDuSKGnFk25Q== 0000919574-07-005618.txt : 20071121 0000919574-07-005618.hdr.sgml : 20071121 20071121161313 ACCESSION NUMBER: 0000919574-07-005618 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Avantair, Inc CENTRAL INDEX KEY: 0001303849 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 201635240 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80587 FILM NUMBER: 071263540 BUSINESS ADDRESS: STREET 1: 4311 GENERAL HOWARD DR CITY: CLEARWATER STATE: FL ZIP: 33762 BUSINESS PHONE: 727-539-0071 MAIL ADDRESS: STREET 1: 4311 GENERAL HOWARD DR CITY: CLEARWATER STATE: FL ZIP: 33762 FORMER COMPANY: FORMER CONFORMED NAME: Ardent Acquisition CORP DATE OF NAME CHANGE: 20040922 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hound Partners, LLC CENTRAL INDEX KEY: 0001353316 IRS NUMBER: 201434967 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 212-984-2497 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D 1 d830300_13d.htm d830300_13d.htm
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.____________)*


Avantair, Inc.
(Name of Issuer)


Common Stock, $.0001 Par Value
(Title of Class of Securities)


0530T101
(CUSIP Number)

Hound Partners, LLC
101 Park Avenue, 48th Floor
New York, New York 10178
Telephone- (212) 984-2500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 13, 2007
(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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 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.
0530T101
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Hound Partners, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[x]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF, 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
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
4,997,148
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 





10.
SHARES DISPOSITIVE POWER
 
[_]
     
 
4,997,148
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
4,997,148
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
 
[_] 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
25.88%
 

14.
TYPE OF REPORTING PERSON
 
     
 
OO
 
     



 

CUSIP No.
0530T101
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Hound Performance, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[x]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF, 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
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
4,997,148
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 





10.
SHARES DISPOSITIVE POWER
 
[_]
     
 
4,997,148
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
     
 
4,997,148
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
 
[_] 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
25.88%
 

14.
TYPE OF REPORTING PERSON
 
     
 
OO
 
     





CUSIP No.
0530T101
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Jonathan Auerbach
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[x]

3.
SEC USE ONLY
 
     
     

4.
SOURCE OF FUNDS
 
     
 
AF, 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
 
     
 
United States of America
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
4,997,148
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 





10.
SHARES DISPOSITIVE POWER
 
[_]
     
 
4,997,148
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
4,997,148
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
 
[_] 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
25.88%
 

14.
TYPE OF REPORTING PERSON
 
     
 
IN
 
     



 

CUSIP No.
0530T101
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Hound Partners, LP
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[x]

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
 
     
 
Delaware
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     

7.
SOLE VOTING POWER
 
     
 
0
 

8.
SHARED VOTING POWER
 
     
 
2,484,697
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 





10.
SHARES DISPOSITIVE POWER
 
[_]
     
 
2,484,697
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,484,697
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
 
[_] 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
14.40%
 

14.
TYPE OF REPORTING PERSON
 
     
 
PN
 
     





CUSIP No.
0530T101
   

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Hound Partners Offshore Fund, LP
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
(a)
[_]
   
(b)
[x]

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
 
     
 
2,512,451
 

9.
SOLE DISPOSITIVE POWER
     
 
0
 





10.
SHARES DISPOSITIVE POWER
 
[_]
     
 
2,512,451
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
2,512,451
 
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES*
 
 
[_] 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
     
 
14.54%
 

14.
TYPE OF REPORTING PERSON
 
     
 
PN
 
     





CUSIP No.
0530T101
   
     

Item 1.
Security and Issuer.
 

 
The name of the issuer is Avantair, Inc. (formerly Ardent Acquisition Corporation) (the "Issuer").  The address of the Issuer's principal office is 4311 General Howard Drive, Clearwater, Florida 33762.  This Schedule 13D relates to the Issuer's Common Stock, $0.0001 par value (the "Shares").
 
     

Item 2.
Identity and Background.
 

 
(a)-(c), (f)
This Schedule 13D is being filed jointly by (i) Hound Partners, LLC, a Delaware limited liability company, (ii) Hound Performance, LLC, a Delaware limited liability company, (iii) Jonathan Auerbach, a United States citizen, (iv) Hound Partners, LP, a Delaware limited partnership, and (v) Hound Partners Offshore Fund, LP, a Cayman Islands exempted limited partnership (collectively, the “Reporting Persons”).
 
The principal business address of the Reporting Persons is 101 Park Avenue, 48th Floor, New York, New York 10178.
 
Jonathan Auerbach is the managing member of Hound Performance, LLC and Hound Partners, LLC, investment management firms that serve as the general partner and investment manager, respectively, to Hound Partners, LP and Hound Partners Offshore Fund, LP.  The principal business of Hound Partners, LP and Hound Partners Offshore Fund, LP is purchasing, holding and selling securities for investment purposes.
 

 
(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 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 funds for the purchase of the Shares beneficially owned by the Reporting Persons came from the working capital of Hound Partners, LP and Hound Partners Offshore Fund, LP.
 
The total cost for the Shares that the Reporting Persons may be deemed to beneficially own is $16,312,752.
 
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
 

Item 4.
Purpose of Transaction.
 

  
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase of additional Shares desirable, the Reporting Persons may endeavor to increase their position in the Issuer through, among other things, the purchase of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
 
 

 
 
Item 5.
Interest in Securities of the Issuer.
 
     

 
(a)-(e)
As of the date hereof, Hound Partners, LLC, Hound Performance, LLC and Jonathan Auerbach may be deemed to be the beneficial owner of 4,997,148 Shares or 25.88% of the Shares of the Issuer, based upon the 15,220,817 Shares outstanding as of November 14, 2007, according to the Issuer's most recent Form 10-Q.  As of the date hereof, Hound Partners, LP may be deemed to be the beneficial owner of 2,484,697 Shares or 14.40% of the Shares of the Issuer, and Hound Partners Offshore Fund, LP may be deemed to be the beneficial owner of 2,512,451 Shares or 14.54% of the Shares of the Issuer.  The 4,997,148 Shares include 2,150,000 Shares that may be acquired upon the exercise of a Warrant to Purchase Common Stock (the "Warrant") and 1,941,7748 Shares that may be acquired upon the conversion of Series A Convertible Preferred Stock into Common Stock.
 
Each of Hound Partners, LLC, Hound Performance, LLC and Jonathan Auerbach has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 4,997,148 Shares.  Hound Partners, LP has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,484,697 Shares.  Hound Partners Offshore Fund, LP has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 2,512,451 Shares.
 
Each of Hound Partners, LLC, Hound Performance, LLC and Jonathan Auerbach has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 4,997,148 Shares.  Hound Partners, LP has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,484,697 Shares.  Hound Partners Offshore Fund, LP has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 2,512,451 Shares.
 
The trading date, number of Shares purchased and the price per share for all transactions in the Shares during the past 60 days by the Reporting Persons are set forth in Exhibit B and were effected in private sales and open market transactions.
 
The aforementioned Shares were acquired for investment purposes. Hound Partners, LP and Hound Partners Offshore Fund, LP may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares.                                
 
 

     
The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
 
The percentage of shares for the Issuer beneficially owned by the Reporting Persons is calculated in accordance with the applicable SEC rules such that (1) the numerator is based on the 905,400 shares owned by the Reporting Persons, plus the 1,941,748 Shares that may be acquired upon the conversion of the Series A Convertible Preferred Stock into Common Stock, and the 2,150,000 Shares that may be acquired upon the exercise of the Warrant and (2) the denominator is based on the 15,220,817 shares the Issuer reported outstanding as of November 14, 2007, according to the Issuer's most recent Form 10-Q, plus the 1,941,748 Shares that may be acquired upon the conversion of the Series A Convertible Preferred Stock into Common Stock, and the 2,150,000 Shares that may be acquired upon the exercise of the Warrant, by way of clarification, excluding all other outstanding warrants.
 
  

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.
 
     

Item 7.
Material to be Filed as Exhibits.
 

 
A.  An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A.
 
B.  A description of the transactions in the Shares that were effected by the Reporting Persons during past 60 days is filed herewith as Exhibit B.
 
 
     





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.

 
November 21, 2007
 
(Date)

HOUND PARTNERS, LLC
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member

HOUND PERFORMANCE, LLC
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member

JONATHAN AUERBACH
    /s/ Jonathan Auerbach

HOUND PARTNERS, LP
By:  Hound Performance, LLC, its general partner
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member

HOUND PARTNERS OFFSHORE FUND, LP
By:  Hound Performance, LLC, its general partner
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member


Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).




Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D dated November 21, 2007, relating to the Common Stock par value $0.0001 of Avantair, Inc. shall be filed on behalf of the undersigned.


      November 21, 2007         
               (Date)


HOUND PARTNERS, LLC
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member

JONATHAN AUERBACH
     /s/ Jonathan Auerbach

HOUND PARTNERS, LP
By:  Hound Performance, LLC, its general partner
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member

HOUND PARTNERS OFFSHORE FUND, LP
By:  Hound Performance, LLC, its general partner
By:  /s/ Jonathan Auerbach
     Jonathan Auerbach, Managing Member







Exhibit B




Transactions– Hound Partners Offshore Fund, LP  (1)


 
Date of Transaction
 
Title of Class
 
Number of Shares Purchased
 
Price Per Share
 
 
11/13/2007
 
Series A Convertible Preferred Stock
 
49,740
 
$100




Transactions– Hound Partners Offshore Fund, LP  (1)
 
Date of Transaction
 
Title of Class
 
Number of Shares Purchased
 
Price Per Share
 
 
11/13/2007
 
Series A Convertible Preferred Stock
 
50,260
 
$100



(1) Each share of Series A Convertible Preferred Stock can be immediately converted into the number of fully paid and nonassessable shares of Common Stock equal to the quotient of the Series A Convertible Preferred Stock issue price (i.e., $100) divided by the conversion price (i.e., $5.15).  Accordingly, each share of Series A Convertible Preferred Stock can be converted into 19.417 shares of Common Stock.

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