CUSIP No. 02971T107
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SCHEDULE 13D
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1.
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NAME OF REPORTING PERSON:
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Pentwater Capital Management LP
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2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | o |
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(b)
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x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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N/A
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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PURSUANT TO ITEMS 2(d) OR 2(e)
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o | |||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware USA
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7.
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SOLE VOTING POWER
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5,086,517 (1)
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8.
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SHARED VOTING POWER
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NUMBER OF
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SHARES
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BENEFICIALLY OWNED
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9.
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SOLE DISPOSITIVE POWER
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BY EACH REPORTING
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PERSON
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5,086,517 (1)
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WITH
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10.
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SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
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5,086,517 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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||
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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9.99% (1)
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14.
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TYPE OF REPORTING PERSON
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IA
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CUSIP No. 02971T107
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SCHEDULE 13D
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1.
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NAME OF REPORTING PERSON:
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PWCM Master Fund Ltd.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) | o |
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(b)
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x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
|
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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PURSUANT TO ITEMS 2(d) OR 2(e)
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o | |||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7.
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SOLE VOTING POWER
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8.
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SHARED VOTING POWER
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NUMBER OF
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SHARES
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BENEFICIALLY OWNED
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9.
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SOLE DISPOSITIVE POWER
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BY EACH REPORTING
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PERSON
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WITH
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10.
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SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
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846,260
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
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||
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o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
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1.66%
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14.
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TYPE OF REPORTING PERSON
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|
OO |
CUSIP No. 02971T107
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|
SCHEDULE 13D
|
1.
|
NAME OF REPORTING PERSON:
|
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|
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Pentwater Equity Opportunities Master Fund Ltd.
|
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) | o |
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(b)
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x
|
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3.
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SEC USE ONLY
|
|
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4.
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SOURCE OF FUNDS
|
|
|
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WC
|
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
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PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
o | |||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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Cayman Islands
|
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7.
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SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
NUMBER OF
|
|
|
|
|
SHARES
|
|
|
|
|
BENEFICIALLY OWNED
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
BY EACH REPORTING
|
|
|
|
|
PERSON
|
|
|
|
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WITH
|
10.
|
SHARED DISPOSITIVE POWER
|
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|
|
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
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2,372,609
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
|
|
|
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|
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
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|
|
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4.66%
|
|
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|
14.
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TYPE OF REPORTING PERSON
|
|
|
|
OO
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CUSIP No. 02971T107
|
|
SCHEDULE 13D
|
1.
|
NAME OF REPORTING PERSON:
|
|
|
|
|
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|
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Oceana Master Fund Ltd.
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) | o |
|
(b)
|
x
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
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4.
|
SOURCE OF FUNDS
|
|
|
|
|
|
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WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
o | |||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
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Cayman Islands
|
|
|
|
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7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
NUMBER OF
|
|
|
|
|
SHARES
|
|
|
|
|
BENEFICIALLY OWNED
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
BY EACH REPORTING
|
|
|
|
|
PERSON
|
|
|
|
|
WITH
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
|
|
|
|
|
|
1,257,650
|
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|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
|
|
|
|
|
|
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
|
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2.47%
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|
14.
|
TYPE OF REPORTING PERSON
|
|
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|
OO
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CUSIP No. 02971T107
|
|
SCHEDULE 13D
|
1.
|
NAME OF REPORTING PERSON:
|
|
|
|
|
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|
|
LMA SPC on behalf of MAP 98 Segregated Portfolio
|
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) | o |
|
(b)
|
x
|
|
3.
|
SEC USE ONLY
|
|
|
|
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|
|
4.
|
SOURCE OF FUNDS
|
|
|
|
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|
|
|
WC
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
|
|
|
|
PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
o | |||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
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Cayman Islands
|
|
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7.
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.
|
SHARED VOTING POWER
|
|
|
NUMBER OF
|
|
|
|
|
SHARES
|
|
|
|
|
BENEFICIALLY OWNED
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
BY EACH REPORTING
|
|
|
|
|
PERSON
|
|
|
|
|
WITH
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
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|
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|
|
|
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
||
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|
|
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609,998
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
||
|
|
|
|
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|
|
|
o
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
||
|
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1.20%
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14.
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TYPE OF REPORTING PERSON
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|
OO
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ITEM 1.
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SECURITY AND ISSUER
|
ITEM 2.
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IDENTITY AND BACKGROUND
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ITEM 4.
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PURPOSE OF TRANSACTION
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
|
|
·
|
The Funds own warrants to purchase an aggregate of 1,293,478 shares of the Common Stock at exercise price of $5.00 per share, consisting of 250,000 warrants purchased under the Securities Purchase Agreement dated as of February 1, 2011 and 1,043,478 warrants purchased under Securities Purchase Agreement dated as of July 12, 2011, each as amended from time to time.
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·
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The Funds own warrants to purchase an additional 250,000 shares of the Common Stock at exercise price of $6.50 per share pursuant to the Securities Purchase Agreement dated as of February 1, 2011, as amended from time to time.
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·
|
The Funds own warrants to purchase an additional 200,000 shares of the Common Stock at exercise price of $9.00 per share pursuant to the Securities Purchase Agreement dated as of March 31, 2011, as amended from time to time.
|
|
·
|
The Funds own warrants to purchase an additional 2,500,000 shares of the Common Stock at exercise price of $2.25 per share pursuant to the Note and Warrant Purchase Agreement dated as of February 9, 2012, as amended from time to time.
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·
|
Pentwater Equity and PWCM Master own warrants to purchase an aggregate of 4,166,666 shares of the Common Stock at exercise price of $2.25 per share, consisting of 3,333,333 warrants purchased under the Note and Warrant Purchase Agreement dated as of February 9, 2012 and 833,333 warrants purchased under the First Amendment to Note and Warrant Purchase Agreement dated as of July 23, 2012 and the Modification Agreement dated July 23, 2012, each as amended from time to time.
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·
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The Funds own warrants to purchase an additional 113,043 shares of the Common Stock at exercise price of $.001 per share pursuant to the Securities Purchase Agreement dated July 12, 2011, as amended from time to time.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER
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ITEM 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit No.
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Description
|
Directors and Executive Officers of PWCM Master Fund Ltd., Pentwater Equity Opportunities Master Fund Ltd., Oceana Master Fund Ltd., and LMA SPC on behalf of MAP 98 Segregated Portfolio
|
|
99.2
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Securities Purchase Agreement by and among the Issuer and the investors listed therein. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated February 1, 2011.]
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99.3
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Form of Series A Warrant. [Incorporated by reference to Exhibit 10.2 in the Issuer’s current report on Form 8-K dated February 1, 2011.]
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99.4
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Registration Rights Agreement by and among the Issuer and the purchasers listed therein. [Incorporated by reference to Exhibit 10.3 in the Issuer’s current report on Form 8-K dated February 1, 2011.]
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99.5
|
Securities Purchase Agreement by and among the Issuer and the investors listed therein. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated March 31, 2011.]
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99.6
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Form of Warrant. [Incorporated by reference to Exhibit 10.2 in the Issuer’s current report on Form 8-K dated March 31, 2011.]
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99.7
|
Registration Rights Agreement by and among the Issuer and the purchasers listed therein. [Incorporated by reference to Exhibit 10.3 in the Issuer’s current report on Form 8-K dated March 31, 2011.]
|
99.8
|
Securities Purchase Agreement by and among the Issuer and the investors listed therein. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated July 12, 2011.]
|
99.9
|
Form of Series A Warrant. [Incorporated by reference to Exhibit 10.2 in the Issuer’s current report on Form 8-K dated July 12, 2011.]
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99.10
|
Form of Series B Warrant. [Incorporated by reference to Exhibit 10.3 in the Issuer’s current report on Form 8-K dated July 12, 2011.]
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99.11
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Registration Rights Agreement by and among the Issuer and the buyers listed therein. [Incorporated by reference to Exhibit 10.4 in the Issuer’s current report on Form 8-K dated July 12, 2011.]
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99.12
|
Form of Warrant dated February 9, 2012. [Incorporated by reference to Exhibit 4.1 in the Issuer’s current report on Form 8-K dated February 9, 2012.]
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99.13
|
Form of Series C Warrant. [Incorporated by reference to Exhibit 4.2 in the Issuer’s current report on Form 8-K dated February 9, 2012.]
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99.14
|
Note and Warrant Purchase Agreement by and among the Issuer, ASEN 2 Corp., PWCM Master Fund Ltd. and Pentwater Equity Opportunities Master Fund, Ltd. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated February 9, 2012.]
|
99.15
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Registration Rights Agreement by and among the Issuer and the investors listed therein dated as of February 9, 2012. [Incorporated by reference to Exhibit 10.5 in the Issuer’s current report on Form 8-K dated February 9, 2012.]
|
99.16
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Modification Agreement by and among the Issuer, PWCM Master Fund Ltd., Pentwater Equity Opportunities Master Fund, Ltd., Oceana Master Fund, Ltd., and LMA SPC on behalf of MAP 98 Segregated Portfolio. [Incorporated by reference to Exhibit 10.6 in the Issuer’s current report on Form 8-K dated February 9, 2012.]
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99.17
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Form of Warrant dated July 23, 2012. [Incorporated by reference to Exhibit 4.1 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
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99.18
|
Form of Amended and Restated Series C Warrant. [Incorporated by reference to Exhibit 4.2 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
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99.19
|
Form of Amended and Restated Warrant. [Incorporated by reference to Exhibit 4.3 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
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99.20
|
First Amendment to Note and Warrant Purchase Agreement by and among the Issuer, ASEN 2 Corp., PWCM Master Fund Ltd. and Pentwater Equity Opportunities Master Fund, Ltd. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
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99.21
|
Amended Secured Convertible Promissory Note issued by ASEN 2 to PWCM Master Fund Ltd. and Pentwater Equity Opportunities Master Fund, Ltd. [Incorporated by reference to Exhibit 10.2 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
|
99.22
|
Modification Agreement by and among the Issuer, PWCM Master Fund Ltd., Pentwater Equity Opportunities Master Fund, Ltd., Oceana Master Fund, Ltd., and LMA SPC on behalf of MAP 98 Segregated Portfolio. [Incorporated by reference to Exhibit 10.3 in the Issuer’s current report on Form 8-K dated July 23, 2012.]
|
99.23
|
Second Amendment to Note and Warrant Purchase Agreement, First Amendment to Amended and Restated Secured Convertible Promissory Note and Limited Waiver by and among the Issuer, ASEN 2 Corp., PWCM Master Fund Ltd. and Pentwater Equity Opportunities Master Fund, Ltd. [Incorporated by reference to Exhibit 10.1 in the Issuer’s current report on Form 8-K dated September 11, 2012.]
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Dated: November 5, 2012
|
|||
PENTWATER CAPITAL MANAGEMENT LP
|
|||
By:
|
/s/ Neal R. Nenadovic
|
||
Name: Neal Nenadovic
|
|||
Title: Chief Financial Officer
|
|||
PWCM MASTER FUND LTD.
|
|||
By:
|
/s/ David Zirin
|
||
Name: David Zirin
|
|||
Title: Director
|
|||
PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD.
|
|||
By:
|
/s/ David Zirin
|
||
Name: David Zirin
|
|||
Title: Director
|
|||
OCEANA MASTER FUND LTD.
|
|||
By:
|
/s/ David Zirin
|
||
Name: David Zirin
|
|||
Title: Director
|
|||
LMA SPC FOR AND ON BEHALF OF
|
|||
MAP 98 SEGREGATED PORTFOLIO
|
|||
By:
|
Pentwater Capital Management LP,
|
||
its investment manager
|
|||
By:
|
/s/ David Zirin
|
||
Name: David Zirin
|
|||
Title: Director
|
Fund
|
Date
|
Buy or Sell
|
Number of
Shares of
Common Stock
|
Trade Price
Per Share ($)
|
||||||||
PWCM Master
|
10/25/2012
|
Buy*
|
128,000 | 0.001 | ||||||||
Pentwater Equity
|
10/25/2012
|
Buy*
|
408,000 | 0.001 | ||||||||
Oceana
|
10/25/2012
|
Buy*
|
176,000 | 0.001 | ||||||||
MAP
|
10/25/2012
|
Buy*
|
88,000 | 0.001 |
Name (Title)
|
Present Principal Occupation
|
Citizenship
|
Residence or
Business Address
|
|
|
|
|
David Zirin (Director)
|
Chief Operating Officer
|
United States
|
227 West Monroe Street
|
Pentwater Capital Management LP
|
Suite 4000
|
||
Chicago, IL, 60606
|
|||
|
|
|
|
Christopher Bowring (Director)
|
Managing Director
|
Great Britain
|
P.O. Box 61
|
International Management Services
|
George Town
|
||
Ltd
|
Grand Cayman KY1-1102
|
||
Cayman Islands
|
|||
|
|
|
|
Geoff Ruddick (Director)
|
Senior Company Manager
|
Canada
|
P.O. Box 61
|
International Management Services
|
George Town
|
||
Ltd.
|
Grand Cayman KY1-1102
|
||
Cayman Islands
|
Name (Title)
|
Present Principal Occupation
|
Citizenship
|
Residence or
Business Address
|
|
|
|
|
David Zirin (Director)
|
Chief Operating Officer
|
United States
|
227 West Monroe Street
|
Pentwater Capital Management LP
|
Suite 4000
|
||
Chicago, IL, 60606
|
|||
|
|
|
|
Christopher Bowring (Director)
|
Managing Director
|
Great Britain
|
P.O. Box 61
|
International Management Services
|
George Town
|
||
Ltd.
|
Grand Cayman KY1-1102
|
||
Cayman Islands
|
|||
|
|
|
|
Geoff Ruddick (Director)
|
Senior Company Manager
|
Canada
|
P.O. Box 61
|
International Management Services
|
George Town
|
||
Ltd.
|
Grand Cayman KY1-1102
|
||
Cayman Islands
|
Name (Title)
|
Present Principal Occupation
|
Citizenship
|
Residence or
Business Address
|
|
|
|
|
David Zirin (Director)
|
Chief Operating Officer
|
United States
|
227 West Monroe Street
|
Pentwater Capital Management LP
|
Suite 4000
|
||
Chicago, IL, 60606
|
|||
|
|
|
|
John Hunter (Director)
|
Managing Director
|
Great Britain
|
Queensgate Bank & Trust Co.
|
Queensgate Bank & Trust Co. Ltd.
|
Ltd, P.O. Box 30464SMB
|
||
Harbour Place
|
|||
103 South Church Street
|
|||
George Town
|
|||
Grand Cayman
|
|||
Cayman Islands
|
|||
|
|
|
|
Karla Jocelyn Smith
|
Director
|
Cayman Islands
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Queensgate Bank & Trust Co.
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(Director)
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Queensgate Bank & Trust Co. Ltd.
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Ltd, P.O. Box 30464SMB
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Harbour Place
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103 South Church Street
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George Town
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Grand Cayman
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Cayman Islands
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Name (Title)
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Present Principal Occupation
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Citizenship
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Residence or
Business Address
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Jon Scott Perkins
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Vice President,
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United States
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Lighthouse Investment Partners,
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(Director)
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Lighthouse Investment Partners LLC
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LLC
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3801 PGA Blvd., Suite 500
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Palm Beach Gardens, FL 33410
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Robert Patterson Swan III
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Vice President,
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United States
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Lighthouse Investment Partners,
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(Director)
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Lighthouse Investment Partners LLC
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LLC
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3801 PGA Blvd., Suite 500
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Palm Beach Gardens, FL 33410
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