UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number:
|
|
Expires:
Estimated average burden hours per response.............
|
FIMI IV 2007 Ltd.
Electra Tower,
98 Yigal Alon St.,
Tel-Aviv 67891, Israel
+(972)-3-565-2244
|
1 |
NAME OF REPORTING PERSONS.
FIMI IV 2007 Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1 |
NAME OF REPORTING PERSONS.
FIMI FIVE 2012 Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1 |
NAME OF REPORTING PERSONS.
FIMI Opportunity IV, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1 |
NAME OF REPORTING PERSONS.
FIMI Israel Opportunity IV, Limited Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1 |
NAME OF REPORTING PERSONS.
FIMI Opportunity V, L.P.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1 |
NAME OF REPORTING PERSONS.
FIMI Israel Opportunity Five, Limited Partnership
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1 |
NAME OF REPORTING PERSONS.
Shira and Ishay Davidi Management Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
1 |
NAME OF REPORTING PERSONS.
Ishay Davidi
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
|
||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) o
|
||
3 |
SEC USE ONLY
|
||
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE VOTING POWER
_____
|
|
8 |
SHARED VOTING POWER
|
||
9 |
SOLE DISPOSITIVE POWER
_____
|
||
10 |
SHARED DISPOSITIVE POWER
9,834,656
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,834,656
|
||
12 |
CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.1%
|
||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. Material to be Filed as Exhibits
|
Exhibit 1
|
Agreement, dated as of September 17, 2014 among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd.
|
Dated: September 17, 2014
|
|
FIMI IV 2007 Ltd.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
|
|
FIMI FIVE 2012 Ltd.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
FIMI Opportunity IV, L.P.
By: FIMI IV 2007 Ltd., general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
|
|
FIMI Israel Opportunity IV, Limited Partnership
By: FIMI IV 2007 Ltd., general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
|
|
FIMI Opportunity V, L.P.
By: FIMI Five 2012 Ltd., general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
|
FIMI Israel Opportunity Five, Limited Partnership
By: FIMI Five 2012 Ltd., general partner
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
|
|
Shira and Ishay Davidi Management Ltd.
By: /s/ Ishay Davidi
Name: Ishay Davidi
Title: CEO
Ishay Davidi
By: /s/ Ishay Davidi
|
AGREEMENT
|
NOW, THEREFORE, the Parties agree as follows:
|
1.
|
York's Undertakings
|
|
b.
|
If the Offer and purchase of the Shares (or part of them, as applicable) is not consummated on or before a date which is 60 days after the filing of the Offer with the Securities and Exchange Commission.
|
|
c.
|
If the Offer does not become effective, lapses or is withdrawn.
|
2.
|
FIMI's Undertaking
|
3.
|
Miscellaneous.
|
(1)
|
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the appropriate court in Tel-Aviv, Israel, and agrees not to assert any objections to the jurisdiction thereof.
|
(2)
|
Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the Parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of the other Parties to this Agreement.
|
(3)
|
Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Parties to this Agreement.
|
(4)
|
Notices, etc. All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing and shall be facsimiled or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth below or at such other address as the Party shall have furnished to the other Party in writing in accordance with this provision:
|
if to FIMI:
|
c/o FIMI V 2012 Ltd.
Electra Building
98 Yigal Alon St.
Tel-Aviv, 67891, Israel
Tel: +972-3-565-2244
Email: fimi@fimi.co.il
|
(5)
|
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.
|
|
(6)
|
Expenses. Each Party shall bear its own legal and other expenses in connection with the transactions contemplated by this Agreement. For the avoidance of any doubt, FIMI shall be fully responsible for all expenses in connection with the Offer and its execution.
|
[Remainder of page intentionally left blank]
|
|
YORK:
|
|
_____________________________
|
|
York Capital Management, L.P.
|
|
York Multi-Strategy Master Fund, L.P.
|
|
York Credit Opportunities Fund, L.P.
|
|
York Credit Opportunities Master Fund, L.P.
|
|
Jorvik Multi-Strategy Master Fund, L.P.
|
|
Permal York Ltd.
|
|
By: York Capital Management Global Advisors, LLC, as the investment advisor to the entities
|
|
Name: _______________________
|
|
Title: _______________________
|
|
FIMI:
|
_____________________
FIMI Opportunity Fund IV, L.P.
By: FIMI IV 2007 Ltd.
Name: ___________________
Title: ____________________
|
_______________________
FIMI Israel Opportunity Fund IV,
Limited Partnership
By: FIMI IV 2007 Ltd.
Name: _______________________
Title: _______________________
|
_____________________
FIMI Opportunity V, L.P.
By: FIMI FIVE 2012 Ltd.
Name: ____________________
Title: _____________________
|
_______________________
FIMI Israel Opportunity V,
Limited Partnership
By: FIMI FIVE 2012 Ltd.
Name: ______________________
Title: _______________________
|