0001144204-11-015414.txt : 20110317 0001144204-11-015414.hdr.sgml : 20110317 20110317060551 ACCESSION NUMBER: 0001144204-11-015414 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110317 DATE AS OF CHANGE: 20110317 GROUP MEMBERS: MANGROVE CAPITAL GROUP MEMBERS: MANGROVE PARTNERS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CPEX Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001418919 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 261172076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84092 FILM NUMBER: 11693569 BUSINESS ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 BUSINESS PHONE: (603) 658-6100 MAIL ADDRESS: STREET 1: 2 HOLLAND WAY CITY: EXETER STATE: NH ZIP: 03833 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Fund, L.P. CENTRAL INDEX KEY: 0001486623 IRS NUMBER: 272067192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 W. 58TH STREET STREET 2: SUITE 8F CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 450-0418 MAIL ADDRESS: STREET 1: 100 W. 58TH STREET STREET 2: SUITE 8F CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 v215028_sc13da.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
 
(Amendment No. 4)*
 
CPEX Pharmaceuticals, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
12620N104
(CUSIP Number)
 
The Mangrove Partners Fund, L.P.
10 East 53rd Street, 31st Floor
New York, New York 10022
Attention: Nathaniel August
Tel:  646.450.0418
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
Copies to:
 
John T. O’Connor
Sadis & Goldberg LLP
551 Fifth Avenue, 21st Floor
New York, New York 10176
Tel: 212.573.8029
 
March 16, 2011
(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 Rule 13d-1(e), 13d-1(f) or 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(b) 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 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.:  12620N104

NAME OF REPORTING PERSON
   
1.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
The Mangrove Partners Fund, L.P.
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) x
 
(b) ¨
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
WC, OO
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware

NUMBER OF
7
SOLE VOTING POWER   -   0
SHARES
    
BENEFICIALLY
8
SHARED VOTING POWER   -   149,373
OWNED BY
    
EACH
9
SOLE DISPOSITIVE POWER   -     0
REPORTING
    
PERSON WITH
10
SHARED DISPOSITIVE POWER   - 149,373

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
149,373
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  ¨
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.7%*
   
14
TYPE OF REPORTING PERSON
   
 
PN

*  The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
 
 
Page 2 of 7 pages
 
 
CUSIP No.:  12620N104

1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Mangrove Partners
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) x
 
(b) ¨
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands

NUMBER OF
7
SOLE VOTING POWER   -   0
SHARES
    
BENEFICIALLY
8
SHARED VOTING POWER   -   149,373
OWNED BY
    
EACH
9
SOLE DISPOSITIVE POWER   -   0
REPORTING
    
PERSON WITH
10
SHARED DISPOSITIVE POWER   -   149,373

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
149,373
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.7%*
   
14
TYPE OF REPORTING PERSON
   
 
OO

*  The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
 
 
Page 3 of 7 pages
 
 
CUSIP No.:  12620N104

1
NAME OF REPORTING PERSON
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
   
 
Mangrove Capital
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) x
 
(b) ¨
   
3
SEC USE ONLY
   
4
SOURCE OF FUNDS
   
 
AF
   
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
   
6
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands

NUMBER OF
7
SOLE VOTING POWER   -   0
SHARES
    
BENEFICIALLY
8
SHARED VOTING POWER   -   149,373
OWNED BY
    
EACH
9
SOLE DISPOSITIVE POWER   -   0
REPORTING
    
PERSON WITH
10
SHARED DISPOSITIVE POWER   -  149,373

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
149,373
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
   
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
5.7%*
   
14
TYPE OF REPORTING PERSON
   
 
OO

*  The ownership percentage is calculated based on 2,616,936 shares of Common Stock outstanding as of January 31, 2011, as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on February 4, 2011.
 
 
Page 4 of 7 pages
 
 
Explanatory Note

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is being filed with respect to the beneficial ownership of common stock, par value $0.01 per share (the “Common Stock”), of CPEX Pharmaceuticals, Inc., a Delaware corporation (the “Issuer” or the “Company”).  This Amendment No. 4 supplements Items 4 and 7 of the Schedule 13D (as amended) originally filed on January 31, 2011.

ITEM 4.
Purpose of Transaction.

On March 16, 2011, Mangrove Partners delivered a letter to the board of directors of the Issuer (the “Board”) setting forth revised indicative terms of a fully-financed dividend recapitalization of the Issuer to be implemented through a backstopped rights issue (“Revised Recapitalization Letter”).  The Revised Recapitalization Letter updated the Board with respect to the identity and number of the backstop participants in the proposed dividend recapitalization and supersedes the letter previously sent by Mangrove Partners to the Board on March 14, 2011 (and attached as Exhibit 99.1 to Amendment No. 3 to Schedule 13D, filed with the SEC on March 14, 2011).  A copy of the Revised Recapitalization Letter from Mangrove Partners is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The description herein of the Revised Recapitalization Letter is qualified in its entirety by reference to the Revised Recapitalization Letter.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.  Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in any Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.  The Reporting Persons intend to review its investment in the Issuer on a continuing basis and depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transactions with respect to the Common Stock and/or otherwise changing its intention with respect to any and all matters referred in Item 4 of Schedule 13D; provided that the Reporting Persons expressly disclaim any intention of engaging in a control transaction or a contested election of directors of the Issuer’s Board.

ITEM 7.
Material to be Filed as Exhibits.
 
Exhibit No.
  
Document
     
  99.1
  
Letter to CPEX Pharmaceuticals, Inc., dated March 16, 2011
 
 
Page 5 of 7 pages
 

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.

Dated:  March 16, 2011

 
THE MANGROVE PARTNERS FUND, L.P.
 
MANGROVE PARTNERS
 
MANGROVE CAPITAL
   
 
By:
/s/ Nathaniel August
  
 
Nathaniel August, for himself, as Director of Mangrove Capital (for itself and The Mangrove Partners Fund, L.P.) and as a Director of Mangrove Partners
  

 
Page 6 of 7 pages
 

 
EXHIBIT INDEX
 
Exhibit No.
  
Document
     
  99.1
  
Letter to CPEX Pharmaceuticals, Inc., dated March 16, 2011
 
 
Page 7 of 7 pages
 
EX-99.1 2 v215028_ex99-1.htm
Exhibit 99.1
 
 
Nathaniel August
Mangrove Partners
10 East 53rd Street, 31st Floor
New York, NY 10022

March 16, 2011

The Board of Directors
CPEX Pharmaceuticals, Inc.
2 Holland Way
Exeter, NH 03833

Dear Sirs:

We are writing to inform the Board of Directors of CPEX Pharmaceuticals, Inc. (“CPEX” or the “Company”) that the backstop parties to the recapitalization proposal that we sent on March 14, 2011 have been limited to the five largest participants in the financing syndicate. We are hopeful that the fewer number and the larger average size of the parties backstopping the attached term sheet will give CPEX the confidence to open discussions with us as we have to date not heard from the Company. In addition, we have made several other minor changes to the term sheet, the result of which is no change in our estimates of the consideration to the existing stockholders. We look forward to moving ahead with the process in order to provide a meaningfully better outcome to CPEX stockholders and believe that confirmatory due diligence and definitive documentation could be completed in as little as two weeks. We estimate value to stockholders in the recapitalization at $34.73 per share, based on the following analysis:

Value to Existing Shareholders
  
Value per Right
  
Value per Share after Recapitalization
  
                             
Special Dividend
   $ 28.00  
Value per Share
   $ 4.51  
2012 Estimated Revenue
   $ 29.8  
Value per Right
     2.22  
Noteholder Warrants
     1.7  
General & Administrative
     (4.5 )
Value per Remaining Share
     4.51  
Total Warrant Value
   $ 7.7  
Depreciation & Amortization
     (0.7 )
Total Value
   $ 34.73  
Rights Issued
     3.0  
Estimated Interest Expense
     (11.9 )
         
Value per Right of Warrants
   $ 2.58  
Taxes at 40%
     (5.1 )
         
OID Value in Debt
     6.29  
Net Income
   $ 7.6  
         
Total Value per Right
   $ 8.86  
Pro Forma Diluted Shares
     8.4  
         
Pro Rata Participation
     25 %
Earnings per Share
   $ 0.90  
         
Value per Right
   $ 2.22  
P/E Multiple
     5.0 x
                   
Value per Share
   $ 4.51  

10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com

 
 
 
 
In light of the Company’s current merger agreement with FCB I, we believe that time is of the essence and request that the Board meet with Mangrove Partners as soon as possible to discuss the details of our proposal. I look forward to meeting all of you and to working together to maximize value for all stockholders.

Sincerely,

/s/ Nathaniel August
Nathaniel August

Enclosures:

March 16, 2011 Term Sheet
 
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com
 
 
 
 
 
Proposed Funding Term Sheet, March 16, 2011
CPEX Dividend Recapitalization via Rights Issue for new Notes
 
Summary of Proposed Transaction
  
Dividend recapitalization of $28.00 per share to be funded by new notes, existing cash on CPEX Balance Sheet, and options proceeds
     
Amount of Notes
  
$85,256,000 (approximately)
     
New Debt Funding
  
Funding via tradable rights issue to existing shareholders to subscribe for new debt and shares
     
Funding Date
  
July 1, 2011 targeted
     
Rights issue backstop participants
  
Kingstown Capital $28,000,000
Nantahala Capital Management $15,500,000
Weiss Asset Management $10,400,000
Mangrove Partners $7,099,658
KVO Capital Management, LLC $5,500,000
     
Interest Rate on Notes
  
LIBOR + 14%
     
LIBOR Floor
  
1%
     
LIBOR Definition
  
90-Day LIBOR
     
Maturity
  
December 31, 2024
     
Interest Payments
  
Quarterly in arrears
     
Rights Description
  
1 right issued for each Share/Option/Restricted Share. 35 rights plus $780 can be exchanged for a 1 new note and 20 new 12-year warrants struck at $0.01 each and immediately exercisable. Warrants to be registered and rights to be freely tradable
     
Par Value of Notes
  
$1,000
     
Share consideration
  
Shares that do not participate in the tax-free exchange option will receive a $28.00 special dividend
     
Backstop Fees
  
2% cash fee plus 3,750,000 new European style 10-year warrants struck at $0.01 each and exercisable only at expiration. Warrants to be registered
 
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com
 
 
 
 
 
Prepayment Penalty
  
None
     
Change of Control Put
  
None
     
Debt / legal service account
  
6-months of interest based on quarterly ending debt balance
     
Royalty Stream Placement
  
Royalty Stream to be placed into Special Purpose Vehicle (SPV) whereby 100% of SPV equity owned by CPEX
     
Security
  
Senior secured obligation of SPV and CPEX Pharmaceuticals including CPEX guaranty
     
Limitation on Indebtedness
  
No additional debt allowed at SPV. Basket for $2.5 million unsecured or pari passu debt at CPEX Corporate
     
Quarterly Cash Flow Sweep Mechanism
  
100% excess cash flow at SPV to repay debt. Cash flow shall be paid as follows:
     
     
1.
First, revenue shall be added to the debt service reserve to create starting SPV cash balance
     
2.
From starting SPV cash balance interest due to note holders shall be paid
     
3.
From remaining cash after payment of interest, debt service reserve shall be replenished
     
4.
From cash after debt service reserve replenishment, cash taxes for CPEX (the consolidated filer) shall be paid. Checks to be issued directly to U.S. Treasury and state(s), as appropriate
     
5.
From remaining cash after payment of cash taxes, funds to reimburse prior quarter G&A at CPEX shall be released in an amount not to exceed $1.25 million per quarter
     
6.
From remaining cash after reimbursement of G&A, prior quarter capex is reimbursed, not to exceed the available amount in the capex basket
     
7.
All remaining cash after capex reimbursement to be applied to principal of then outstanding notes through a lottery system

10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com
 
 
 
 
 
SPV Change of Control
  
Automatic change of control with equity conveyance to trustee/lenders in event that SPV is unable to fully replenish debt service account or in event that CPEX files for bankruptcy
     
SPV Dissolution
  
SPV to be dissolved when all note principal repaid
     
Legal expenses for royalty
  
CPEX to pay all legal expenses as part of G&A. Responsibility for legal expenses to transfer to SPV in event SPV change of control occurs
     
Management Options and Restricted Shares
  
Rights to be issued to options and restricted shareholders. Restricted shares and options to receive special dividend net of options strike price. Cashless exercise allowed for pro rata participation in new securities
     
Board Representation
  
Board expanded to 8 members with 2 new shareholder representatives TBD by vote of note holders in consultation with existing Board
     
Public Reporting
  
CPEX shall include a full accounting of cash flow sweeps with quarterly financials
     
Capex basket
  
Starting capex basket of $250,000 to increase quarterly by the amount by which incurred capex is below $50,000 and to decline by the amount by which prior quarter capex exceeds $50,000
     
Related Party Transactions
  
CPEX to covenant not to engage in any related party transactions without the express approval of a majority of shares voted at a special or annual meeting of stockholders
     
Tax refunds
  
Any tax refunds received shall be paid into SPV and shall become part of quarterly starting cash balance in quarter tax refund received
     
Change of Control
  
A change of control shall not have taken place as a result of this transaction per preliminary legal review
 
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com
 
 
 
 
 
Minimum backstop allowance
  
In the event that more than 25% of the rights are subscribed for, investor demand will be prorated such that the backstop parties purchase 75% of the new securities. Shares and rights not accepted due to proration will receive $28.00 in cash
     
Tax-free exchange option
  
To the extent allowable, an alternative will be given to shareholders to make a tax free exchange of rights plus shares for new notes, new shares, new warrants, and a pro rata share of excess cash (to be confirmed)
 
This is an indicative term sheet only. It is not a binding proposal or offer or agreement. No party shall have any obligation to proceed with a transaction unless and until definitive transaction documents have been agreed and signed by the parties.
 
10 East 53rd Street, 31st Floor, New York, NY 10022 | ph 646.450.0418| fax 646.652.5399| info@mangrovepartners.com
 
 
 
 
 
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