SC 13D/A

0000950123-10-056873.txt : 20100609 0000950123-10-056873.hdr.sgml : 20100609 20100609135102 ACCESSION NUMBER: 0000950123-10-056873 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 GROUP MEMBERS: SILVER LAKE SUMERU FUND, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P. GROUP MEMBERS: SILVER LAKE TECHNOLOGY INVESTORS SUMERU, L.P. GROUP MEMBERS: SLTA SUMERU (GP), L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POWER ONE INC CENTRAL INDEX KEY: 0001042825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 770420182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51761 FILM NUMBER: 10886829 BUSINESS ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059878741 MAIL ADDRESS: STREET 1: 740 CALLE PLANO CITY: CAMARILLO STATE: CA ZIP: 93012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Lake Sumeru Fund LP CENTRAL INDEX KEY: 0001410377 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2775 Sand Hill Rd CITY: Menlo Park STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: 2775 Sand Hill Rd CITY: Menlo Park STATE: CA ZIP: 94025 SC 13D/A 1 c02156sc13dza.htm SC 13D/A SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Power-One, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

739308104

(CUSIP Number)

Ajay Shah
SLTA Sumeru (GP), L.L.C.
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
(650) 233-8120

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

June 9, 2010

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.		739308104


1	NAMES OF REPORTING PERSONS Silver Lake Sumeru Fund, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			21,962,372

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			52,710,422

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	52,710,422

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	37.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 2 of 10


CUSIP No.		739308104


1	NAMES OF REPORTING PERSONS Silver Lake Technology Investors Sumeru, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			434,021

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			434,021

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	434,021

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

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

	0.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

Page 3 of 10


CUSIP No.		739308104

NAMES OF REPORTING PERSONS

Silver Lake Technology Associates Sumeru, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

21,962,372*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

53,144,443*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

53,144,443*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.

Page 4 of 10


CUSIP No.		739308104

NAMES OF REPORTING PERSONS

SLTA Sumeru (GP), L.L.C.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

21,962,372*

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

53,144,443*

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

53,144,443*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

37.5%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* The Reporting Person disclaims beneficial ownership as described under Item 5.

Page 5 of 10


CUSIP No.		739308104

This Amendment No. 1 supplements and amends Items 5, 6 and 7 of the statement on Schedule 13D filed on May 18, 2009 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.


Item 5		Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the first six paragraphs in the Schedule 13D and replacing them with the following seven paragraphs:

(a), (b) The following disclosure assumes that there are 88,401,309 shares of Common Stock outstanding as of May 10, 2010, which figure is based on the Issuer’s Quarterly Report on Form 10-Q filed on May 12, 2010.

The Warrants become exercisable as of August 8, 2010. As a result, the Investors may be deemed to beneficially own the shares of Common Stock issuable upon exercise of the Warrants (as described in Item 4) as of June 9, 2010.

Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), SLSF may be deemed to beneficially own 52,710,422 shares of Common Stock, which are subject to issuance upon (i) conversion of the Series A Preferred Stock and the Note acquired and (ii) exercise of the Warrant acquired; however, due to the 19.9% Threshold, SLSF may only convert Series A Preferred Stock or the Note or exercise the Warrant so as to acquire voting power with respect to a maximum of 21,962,372 shares of Common Stock. The 52,710,422 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Note and exercise of the Warrant would, as of May 10, 2010, constitute approximately 37.2% of the Common Stock outstanding upon such conversion.

Pursuant to Rule 13d-3 under the Exchange Act, SLTI may be deemed to beneficially own 434,021 shares of Common Stock, which are subject to issuance upon (i) conversion of the Series A Preferred Stock and the Note acquired and (ii) exercise of the Warrant acquire. The 434,021 shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the Note and exercise of the Warrant would, as of May 10, 2010, constitute approximately 0.3% of the Common Stock outstanding upon such conversion.

SLT LP, as the general partner of SLSF and SLTI, may be deemed to be the beneficial owner of the shares of Common Stock deemed to be beneficially owned by SLSF and SLTI, which would, as of May 10, 2010, constitute approximately 37.5% of the Common Stock outstanding upon (i) conversion of the Series A Preferred Stock and the Notes and (ii) exercise of the Warrants; however, due to the 19.9% Threshold, SLT LP may only acquire voting power with respect to a maximum of 21,962,372 shares of Common Stock upon conversion of the Series A Preferred Stock and the Notes and exercise of the Warrants. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that SLT LP is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of SLT LP’s pecuniary interest.

Page 6 of 10


CUSIP No.		739308104

SLTA, as the general partner of SLT LP, may be deemed to be the beneficial owner of the shares of Common Stock deemed to be beneficially owned by SLT LP, which would, as of May 10, 2010, constitute approximately 37.5% of the Common Stock outstanding upon (i) conversion of the Series A Preferred Stock and the Notes and (ii) exercise of the Warrants; however, due to the 19.9% Threshold, SLTA may only acquire voting power with respect to a maximum of 21,962,372 shares of Common Stock upon conversion of the Series A Preferred Stock and the Notes and exercise of the Warrants. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that SLTA is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed, except to the extent of SLTA’s pecuniary interest.

(c) Except as set forth in Item 4, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Item 2 of this Schedule 13D has engaged in any transaction during the past 60 days in any shares of Common Stock. The Investors may be deemed to beneficially own the shares of Common Stock issuable upon exercise of the Warrants solely as a result of the Warrants becoming exercisable within 60 days, as of June 9, 2010, pursuant to the terms of the Warrants.


Item 6		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by deleting the penultimate paragraph and replacing it with the following new paragraphs:

Letter Agreement

On April 27, 2010, New Power-One, Inc., a Delaware corporation (“New Power-One”), filed a prospectus (the “Prospectus”) with the Securities and Exchange Commission, which, among other things, requested that the Issuer’s stockholders consider and vote upon a Reorganization (as defined in the Prospectus). On June 8, 2010, the Investors, the Issuer and New Power-One executed a letter agreement (the “Letter Agreement”) pursuant to which the Investors acknowledged their consent to the Reorganization and the Issuer and New Power-One each acknowledged and agreed that consistent with Section 8.1(f) of the Securities Purchase Agreement following the Reorganization neither New Power-One nor the Board of Directors of New Power-One (or any committee thereof) would take any action pursuant to the authority provided in Section 12.11(b) of the Certificate of Incorporation of New Power-One, as in existence as of the date the Letter Agreement was executed, or any successor or similar provision, that would restrict or otherwise impose restrictions upon the Investors’ or their permitted transferees’ ability to transfer their securities in New Power-One.

Page 7 of 10


CUSIP No.		739308104

The description of the terms and conditions of the Securities Purchase Agreement, the Indenture, the Series A Certificate of Designation, the Series B Certificate of Designation, the Series C Certificate of Designation, the Transaction Fee Agreement and the Letter Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement attached hereto as Exhibit 2, the Indenture attached hereto as Exhibit 3, the Series A Certificate of Designation attached hereto as Exhibit 4, the Series B Certificate of Designation attached hereto as Exhibit 5, the Series C Certificate of Designation attached hereto as Exhibit 6, the Transaction Fee Agreement attached hereto as Exhibit 10 and the Letter Agreement attached hereto as Exhibit 11, each of which is incorporated by reference.


Item 7		Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding an additional exhibit as follows:

11.

Letter Agreement, dated June 8, 2009, among Silver Lake Sumeru Fund, L.P., Silver Lake Technology Investors Sumeru, L.P., Power-One, Inc. and New Power-One, Inc. (filed herewith).

Page 8 of 10


CUSIP No.		739308104

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: June 9, 2010


SILVER LAKE SUMERU FUND, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P., its general partner

By:	SLTA SUMERU (GP), L.L.C., its general partner

By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member

SILVER LAKE TECHNOLOGY INVESTORS SUMERU, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P., its general partner

By:	SLTA SUMERU (GP), L.L.C., its general partner

By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member

Page 9 of 10


CUSIP No.		739308104


SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P.
By:	SLTA SUMERU (GP), L.L.C., its general partner

By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member

SLTA SUMERU (GP), L.L.C.
By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member

Page 10 of 10

EX-99.11 2 c02156exv99w11.htm EXHIBIT 11 Exhibit 11

Exhibit 11

Silver Lake Sumeru Fund, L.P.
Silver Lake Technology Investors Sumeru, L.P.
2775 Sand Hill Road, Suite 100
Menlo Park, California 94025

June 8, 2010

Power-One, Inc.
New Power-One, Inc.
740 Calle Plano
Camarillo, California 93012

Re:

Confirmation and Acknowledgement of Transfer Restrictions

Ladies and Gentlemen:

Reference is hereby made to (i) the Securities Purchase Agreement, dated April 23, 2009 (the “Purchase Agreement”), among Power-One, Inc., a Delaware corporation (the “Company”), Silver Lake Sumeru Fund, L.P. (“SLS”) and Silver Lake Technology Investors Sumeru, L.P. (“SLT”, and together with SLS, the “Investors”) and (ii) the Prospectus, filed by New Power-One, Inc., a Delaware corporation (“New Power-One”, and together with the Company, “you”), on April 27, 2010 with the SEC with Registration Number 333-165533 (the “Prospectus”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

As you are aware, Section 8.1(f) of the Purchase Agreement provides that the Investors shall not be subject to any restrictions on Transfer other than as set forth in the Purchase Agreement, applicable Law and, to the extent applicable, the Registration Rights Agreement. The Investors hereby consent to the adoption of the Reorganization (as defined in the Prospectus) and agree that, subject to your assurances in the immediately succeeding sentence, the Reorganization will not be inconsistent with Section 8.1(f) of the Purchase Agreement. You hereby acknowledge and agree that, in accordance with Section 8.1(f) of the Purchase Agreement, following the Reorganization neither New Power-One nor the Board of Directors of New Power-One (or any committee thereof) shall take any action pursuant to the authority provided in Section 12.11(b) of the Certificate of Incorporation of New Power-One (the “Charter”), as in existence as of the date hereof, or any successor or similar provision thereto, that would restrict or otherwise impose any restriction upon (x) any Investors Securityholders’ ability to Transfer (as defined in the Charter) any of their respective Securities or (y) any Transfer (as defined in the Charter) of Securities that any Investors Securityholder may make in any manner other than as set forth in the Purchase Agreement, applicable Law and, to the extent applicable, the Registration Rights Agreement.

This letter agreement shall become effective when executed by each of the signatories hereto (including the Company and New Power-One) and may be executed in one or more counterparts and each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one agreement. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

[Remainder of Page Intentionally Blank]


Very Truly Yours, SILVER LAKE SUMERU FUND, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P., its general partner

By:	SLTA SUMERU (GP), L.L.C., its general partner

By:	SILVER LAKE GROUP, L.L.C., its managing member


By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member


SILVER LAKE TECHNOLOGY INVESTORS SUMERU, L.P.
By:	SILVER LAKE TECHNOLOGY ASSOCIATES SUMERU, L.P., its general partner

By:	SLTA SUMERU (GP), L.L.C., its general partner

By:	SILVER LAKE GROUP, L.L.C., its managing member


By:	/s/ Kyle T. Ryland
	Name:	Kyle T. Ryland
	Title:	Managing Member

[Signature Page to the Acknowledgement Letter]


Acknowledged and Agreed, as of the date first above written: POWER-ONE, INC.
By:	/s/ Tina D. McKnight
	Name:	Tina D. McKnight
	Title:	General Counsel

NEW POWER-ONE, INC.
By:	/s/ Tina D. McKnight
	Name:	Tina D. McKnight
	Title:	General Counsel

[Signature Page to the Acknowledgement Letter]