0001144204-14-020977.txt : 20140407 0001144204-14-020977.hdr.sgml : 20140407 20140404183746 ACCESSION NUMBER: 0001144204-14-020977 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140407 DATE AS OF CHANGE: 20140404 GROUP MEMBERS: RCA IV GP L.L.C. GROUP MEMBERS: RESOURCE CAPITAL ASSOCIATES IV L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Molycorp, Inc. CENTRAL INDEX KEY: 0001489137 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 272301797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85613 FILM NUMBER: 14747070 BUSINESS ADDRESS: STREET 1: 5619 DENVER TECH CENTER PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: (303) 843-8040 MAIL ADDRESS: STREET 1: 5619 DENVER TECH CENTER PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Resource Capital Fund IV LP CENTRAL INDEX KEY: 0001372095 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1400 Sixteenth Street STREET 2: Ste 200 CITY: Denver STATE: CO ZIP: 80202 BUSINESS PHONE: 7209461444 MAIL ADDRESS: STREET 1: 1400 Sixteenth Street STREET 2: Ste 200 CITY: Denver STATE: CO ZIP: 80202 SC 13D 1 v373878_sc13d.htm SC 13D

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 6)

 

Molycorp, Inc.

(Name of Issuer)

 

Common Stock, $0.001 Par Value

(Title of Class of Securities)

 

608753 109

(CUSIP Number)

 

Catherine J. Boggs

Resource Capital Funds
1400 Sixteenth Street, Suite 200
Denver, CO 80202
United States of America
(720) 946-1444

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

 

April 4, 2014

(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. ¨

 

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. 608753 109 Schedule 13D Page 2 of 7

 

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Resource Capital Fund IV L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) x

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

WC

5

CHECK 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

 

11,042,605

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

11,042,605

 

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,042,605

 

12

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

(See Instructions)

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

             

 

 
 

 

CUSIP No. 608753 109 Schedule 13D Page 3 of 7

  

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

Resource Capital Associates IV L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) x

(b) ¨

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)

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

11,042,605

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

11,042,605

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,042,605

12

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

(See Instructions)

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

         

 

 
 

 

CUSIP No. 608753 109 Schedule 13D Page 4 of 7

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

RCA IV GP L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) x

(b) ¨

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)

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

11,042,605

8

SHARED VOTING POWER

 

0

9

SOLE DISPOSITIVE POWER

 

11,042,605

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,042,605

12

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

(See Instructions)

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.5%

14

TYPE OF REPORTING PERSON (See Instructions)

 

PN

         

 

 
 

 

CUSIP No. 608753 109 Schedule 13D Page 5 of 7

  

Item 1. Security and Issuer.

 

This Amendment No. 6 to the statement on Schedule 13D (“Amendment No. 6”) amends and supplements Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 to the statement on Schedule 13D first filed by the Reporting Persons (as defined in Item 2 below) on August 3, 2010 (the “Schedule 13D”), and relates to the Common Stock, $0.001 par value per share (the “Common Stock”) of Molycorp, Inc. (the “Company”), whose principal place of business is located at 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111.

 

Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 6 shall have the meanings ascribed to them in the Schedule 13D.

 

Item 2. Identity and Background.

 

The persons filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

a.Resource Capital Fund IV L.P. (“RCF IV”), a Cayman Islands exempted limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal business of RCF IV is investments.

 

b.Resource Capital Associates IV L.P. (“Associates IV”), a Cayman Islands exempted limited partnership, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. Associates IV is the general partner of RCF IV. The principal business of Associates IV is to act as the general partner of RCF IV.

 

c.RCA IV GP L.L.C. (“RCA IV”), a Delaware limited liability company, whose address is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. RCA IV is the general partner of Associates IV. The principal business of RCA IV is to act as the general partner of Associates IV.

 

The members of RCA IV are Messrs. Ryan T. Bennett, Ross R. Bhappu, Russ Cranswick, James McClements and Henderson G. Tuten and Ms. Sherri Croasdale (collectively, the “Principals”). The business of RCA IV is directed by the officers of the general partner. The Principals serve as executive officers. The business address of each of Messrs. Bennett, Bhappu, Cranswick, McClements and Tuten and Ms. Croasdale is 1400 Sixteenth Street, Suite 200, Denver, Colorado 80202. The principal occupation of Messrs. Bennett, Bhappu, Cranswick, McClements and Tuten and Ms. Croasdale is serving as a senior executive of the Resource Capital Funds (which include RCF IV).

 

RCF IV and Associates IV are Cayman Islands exempted limited partnerships.

 

RCA IV is a Delaware limited liability company.

 

Messrs. Bennett, Bhappu and Tuten and Ms. Croasdale are citizens of the United States. Mr. Cranswick is a citizen of Canada. Mr. McClements is a citizen of Australia.

 

During the last five years, none of the Reporting Persons nor any Principal has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons nor any Principal, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction making such Reporting Person or Principal 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.

 

Not applicable.

 

Item 4. Purpose of Transaction.

 

On April 4, 2014, the Company filed a registration statement with the Securities and Exchange Commission registering the sale from time to time of 12,343,863 shares of Company common stock owned by RCF IV and RCF V (defined below). RCF IV and RCF V had no definitive plans regarding the timing of or manner of sale of its Company Common Stock.

 

 

 
 

 

CUSIP No. 608753 109 Schedule 13D Page 6 of 7

 

 

On December 19, 2013, Ross R. Bhappu, one of the Principals, resigned as director of the Company.

 

Item 5. Interest in Securities of the Issuer.

 

As of August 22, 2012, RCF IV owns 11,042,605 shares of Common Stock. Based on the foregoing, RCF IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 4.5% of the issued and outstanding Common Stock of the Company.

 

As of August 22, 2012, Associates IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 4.5% of the issued and outstanding Common Stock of the Company.

 

As of August 22, 2012, RCA IV may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 4.5% of the issued and outstanding Common Stock of the Company.

 

The percentage of beneficial ownership referenced above is calculated based upon 244,698,024 shares of the Common Stock of the Company outstanding as of April 1, 2014, as reported by the Company in the prospectus supplement dated April 4, 2014 filed by the Company with the SEC on April 4, 2014.

 

The members of RCA IV identified in Item 2 above are also the members of RCA V GP Ltd., a Cayman Islands exempted company (“RCA V”). RCA V’s principal business is to act as the general partner of Resource Capital Associates V L.P., a Cayman Islands exempted limited partnership (“Associates V”). The principal business of Associates V is to act as the general partner of Resource Capital Fund V, L.P., a Cayman Islands exempted limited partnership (“RCF V”). As of April 4, 2014, RCF V owns 5,301,258 shares of Common Stock of the Company and beneficially owns an additional 416,666 shares of Company common stock issuable on conversion of $5.0 million aggregate principal amount of the Company’s 6% Convertible Senior Notes due 2017. Based on the foregoing, each of RCF V, Associates V and RCA V may be deemed to have sole voting and dispositive power over, and therefore beneficial ownership of, approximately 2.3% of the issued and outstanding Common Stock of the Company. In addition, the members of RCA IV identified above own interests in RCA V in substantially the same proportion, with no member exercising voting and dispositive power over, and therefore beneficial ownership of, Common Stock of the Company held by RCF IV or RCF V, respectively. There is no arrangement, contractual or otherwise, between RCF IV, Associates IV and RCA IV, on the one hand, and RCF V, Associates V and RCA V, on the other. In light of the foregoing, none of RCF V, Associates V or RCA V is identified as a Reporting Person for purposes of this Amendment No. 6.

 

Except as described above, none of the Reporting Persons has effected any additional transactions with respect to the Common Stock of the Company during the past 60 days.

 

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

 

None.

 

Item 7. Material to Be Filed as Exhibits.

 

None.

 

 
 

 

CUSIP No. 608753 109 Schedule 13D Page 7 of 7

 

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.

 

April 4, 2014

 

  RCA IV GP L.L.C.
     
  By: /s/ Catherine J. Boggs
 
Name: Catherine J. Boggs
 
Title: Vice President and General Counsel
      
  RESOURCE CAPITAL ASSOCIATES IV L.P.
 
By:
RCA IV GP L.L.C., General Partner
 

By:
/s/ Catherine J. Boggs
 
Name: Catherine J. Boggs
 

Title: Vice President and General Counsel
     
     
  RESOURCE CAPITAL FUND IV L.P.
 
By:
Resource Capital Associates IV L.P.,
 
General Partner
 

By:
RCA IV GP L.L.C., General Partner
     
 
By:
/s/ Catherine J. Boggs
 
Name: Catherine J. Boggs
 
Title: Vice President and General Counsel