UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(Date of Event Which Requires Reporting of this Statement)

If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is reporting 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 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 reporting 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).

 

 

 

(1) Molibdenos Y Metales S.A.(the “Reporting Person”) holds directly 46,700,700 shares of common stock (“Common Stock”) and $20,000,000 in principal amount of 5.50% Convertible Senior Notes due 2018 (the “Notes”) of Molycorp, Inc. (the “Issuer”), which Notes are convertible as of the date of this Schedule 13D/A into 2,777,778 shares of Common Stock (or a conversion rate, as of the date of this Schedule 13D/A, of 138.8889 shares of Common Stock per $1,000 principal amount). The calculation of percentage ownership is based on 240,558,024 shares of Common Stock outstanding as of February 28, 2014 as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2013, and is determined by dividing (i) 49,478,478 (total shares owned by the Reporting Person, assuming conversion of Notes as of the date hereof) by (ii) the sum of (a) 240,558,024 shares of Common Stock outstanding as of February 28, 2014 plus (b) 2,777,778 shares of Common Stock that would be issued to the Reporting Person upon conversion of the Notes as of the date hereof.

 

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Item 1.                   Security and Issuer.

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Statement on Schedule 13D filed on March 14, 2012 with the Securities and Exchange Commission (the “SEC”) by Molibdenos Y Metales S.A. (the “Reporting Person”) with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Molycorp, Inc., a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 to the Schedule 13D filed on August 23, 2012 and Amendment No. 2 to the Schedule 13D filed on February 7, 2013 (as amended, the “Schedule 13D”).  The Reporting Person is filing this Amendment No. 3 to disclose its purchase of additional shares of Common Stock.  The address of the principal offices of the Issuer is Molycorp, Inc., 5619 Denver Tech Center Parkway, Suite 1000, Greenwood Village, Colorado 80111.

 

Item 3.                   Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby supplemented with the addition of the following paragraphs:

 

On October 21, 2013, the Reporting Person purchased 14,000,000 shares of Common Stock (the “October 2013 Shares”) at $5.00 per share.  The October 2013 Shares were acquired as part of a follow-on public offering by the Issuer in which the Issuer issued and sold a total of 51,750,000 shares of Common Stock (including 6,750,000 shares sold in connection with the exercise in full of the underwriters’ option to purchase additional shares in such offering) pursuant to a prospectus  dated October 15, 2013 and filed with the SEC on October 16, 2013.

 

On March 5, 2014, the Reporting Person purchased, through open market purchases, 650,000 additional shares of Common Stock at $4.9093 per share (the “March 2014 Open Market Shares”), as previously reported on a Form 4 filed with the SEC on March 6, 2014.

 

The Reporting Person funded the purchase price for the October 2013 Shares and the March 2014 Open Market Shares through its working capital.

 

Item 4.                   Purpose of Transaction.

 

No change is required to Item 4 of the Schedule 13D except for the following additional disclosure:

 

The Reporting Person acquired the October 2013 Shares and the March 2014 Open Market Shares for general investment purposes.

 

Item 5.                   Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a)  After giving effect to the number of shares of Common Stock that would be issued upon conversion of the Notes held by the Reporting Person, the Reporting Person is the holder of 49,478,478 shares of Common Stock, representing approximately 20.33% of the issued and outstanding shares of Common Stock as of February 28, 2014.  The Notes are convertible as of the date of this Schedule 13D/A into 2,777,778 shares of Common Stock (or a conversion rate, as of the date of this Schedule 13D/A, of 138.8889 shares of Common Stock per $1,000 principal amount).  The calculation of percentage ownership is based on 240,558,024 shares of Common Stock outstanding as of February 28, 2014 as reported by the Issuer in its annual report on Form 10-K

 

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filed with the SEC on March 3, 2013, and is determined by dividing (i) 49,478,478 (total shares owned by the Reporting Person, assuming conversion of Notes as of the date hereof) by (ii) the sum of (a) 240,558,024 shares of Common Stock outstanding as of February 28, 2014 plus (b) 2,777,778 shares of Common Stock that would be issued to the Reporting Person upon conversion of the Notes as of the date hereof.

 

(b)  The Reporting Person has the sole power to vote and dispose of 49,478,478 shares of Common Stock.

 

(c)  Except for its acquisition of the October 2013 Shares and the March 2014 Open Market Shares, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days.

 

(d)  Not applicable.

 

(e)  Not applicable.

 

 

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

 

In connection with the acquisition of the October 2013 Shares, the Reporting Person entered into a lock-up agreement in the form attached hereto as Exhibit 99.1, pursuant to which the Reporting Person agreed, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities into or exercisable or exchangeable for shares of Common Stock without the prior written consent of Morgan Stanley & Co. LLC for a period of 90 days after the date of the final prospectus supplement for the offering.  The Reporting Person also agreed under the lock-up agreement, during such 90-day restricted period, not to make any demand for or exercise any registration rights with respect to any shares of Common Stock or securities convertible into Common Stock without the prior written consent of Morgan Stanley & Co. LLC.

 

The foregoing description of the terms of the lock-up agreement is intended as a summary only and is qualified in its entirety by reference to the form of lock-up agreement, which is filed as Exhibit 99.1 to this Amendment No. 3 and incorporated by reference herein.

 

Prior to the acquisition of the October 2013 Shares, the Issuer announced in a Form 8-K filed on October 7, 2013 that the Reporting Person and the Issuer amended that certain Securities Purchase Agreement, dated as of January 31, 2012 (the “Purchase Agreement”), by and between the Issuer and the Reporting Person, a copy of which was filed as an exhibit to the original Schedule 13D filing by the Reporting Person on March 14, 2012.  Pursuant to Purchase Agreement, the Reporting Person made an investment in the Issuer in 2012 and agreed, among other things, to certain restrictions, including being restricted from acquiring more than 19.9% of the Issuer’s outstanding common stock for a two-year period following the closing of its investment.  The amendment to the Purchase Agreement increased this limitation on ownership to 27.5% of the Issuer’s outstanding common stock.  This limitation on ownership expired on March 8, 2014.

 

Item 7.                   Material to be Filed as Exhibits.

 

Exhibit 99.1          Form of Lock-Up Agreement

 

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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 10, 2014
		Molibdenos Y Metales S.A.
		By:	/s/ Francisco Fernandez
			Name: Francisco Fernandez
			Title: Vice President of Management Control

 

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Exhibit 99.1

 

FORM OF LOCK-UP LETTER

 

Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036

 

Goldman, Sachs & Co.
200 West Street
New York, New York 10282

 

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

 

Ladies and Gentlemen:

 

The undersigned understands that Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Molycorp, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several underwriters to be named therein, including the Representatives (the “Underwriters”), of 45,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”).

 

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley & Co. LLC acting on behalf of the Underwriters, it will not, during the period (the “restricted period”) commencing on the date hereof and ending 90 days after the date of the final prospectus supplement relating to the Public Offering, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of

 

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the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the exercise of a warrant or an option to purchase, or the settlement of any other equity award for, shares of Common Stock (provided that any shares of Common Stock received are subject to the restrictions contained in this agreement), (b) in the case of an option to purchase shares of Common Stock expiring or restricted shares of Common Stock vesting during the restricted period, the sale or transfer of shares of Common Stock to the Company to satisfy any payment or withholding obligations in connection with the exercise of such option or vesting of such restricted shares, or in connection with any cashless exercise of a warrant to purchase shares of Common Stock, (c) the conversion of the Company’s outstanding 5.50% Convertible Senior Notes due 2018, the Company’s outstanding 6.00% Convertible Senior Notes due 2017, the Company’s outstanding 3.25% Convertible Senior Notes due 2016, the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the Company or other equity interest of the Company into shares of Common Stock, (d) exchange of outstanding Exchangeable Shares of MCP Exchangeco Inc. and the issuance of shares of Common Stock by the Company upon the exchange of such Exchangeable Shares, (e) transactions relating to shares of Common Stock or  such other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or such other securities acquired in such open market transactions, (f) transfers of shares of Common Stock or such other securities (1) as a bona fide gift, (2) to any affiliate of the undersigned, (3) to any trust for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned or (4) to any immediate family member of the undersigned, (g) transfers of shares of Common Stock or such other securities pursuant to the laws of descent or distribution, provided that in the case of any transfer or distribution pursuant to clause (f) and (g) above, (x) each transferee shall sign and deliver a lock-up letter substantially in the form of this letter and (y) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or such other securities, shall be required or shall be voluntarily made during the 90-day restricted period referred to in the foregoing sentence, or (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock or such other securities, provided that such plan does not provide for the transfer of shares of Common Stock or such other securities during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the 90-day restricted period. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley & Co. LLC acting on behalf of the Underwriters, it will not, during the

 

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90-day restricted period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or such other securities.  The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar and indenture trustee against the transfer of the undersigned’s shares of Common Stock or such other securities, except in compliance with the foregoing restrictions.

 

This agreement shall automatically terminate and be of no further effect upon the earliest to occur, if any, of (i) the Company advising the Representatives in writing, prior to execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, and (ii) December 31, 2013 if the closing of the Public Offering has not occurred as of that time.

 

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  The Public Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

	Very truly yours,
	(Name)
	(Address)

 

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