0000921895-14-000912.txt : 20140425 0000921895-14-000912.hdr.sgml : 20140425 20140425163410 ACCESSION NUMBER: 0000921895-14-000912 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140425 DATE AS OF CHANGE: 20140425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80601 FILM NUMBER: 14786045 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 MAIL ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGLAN CAPITAL LP CENTRAL INDEX KEY: 0001549263 IRS NUMBER: 273315174 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 25 WEST 39TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-300-6576 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 SC 13G 1 sc13g09450002_04252014.htm sc13g09450002_04252014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
 
(Amendment No.   )1
 

FairPoint Communications, Inc.
 (Name of Issuer)
 
Common Stock, par value $0.01 per share
 (Title of Class of Securities)
 
305560302
 (CUSIP Number)
 
April 25, 2014
 (Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
   o  Rule 13d-1(b)
 
   x  Rule 13d-1(c)
 
   o  Rule 13d-1(d)
 
 

_______________
1  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 the disclosures provided in a prior cover page.
 
      The information required in 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. 305560302
 
1
NAME OF REPORTING PERSON
 
MAGLAN CAPITAL LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,856,416
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,856,416
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,856,416
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.96%
12
TYPE OF REPORTING PERSON
 
IA-PN

 
2
 
CUSIP NO. 305560302
 
1
NAME OF REPORTING PERSON
 
MAGLAN CAPITAL GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
- 0 -
6
SHARED VOTING POWER
 
1,856,416
7
SOLE DISPOSITIVE POWER
 
- 0 -
8
SHARED DISPOSITIVE POWER
 
1,856,416
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,856,416
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.96%
12
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 305560302
 
Item 1(a).
Name of Issuer:

FairPoint Communications, Inc., a Delaware corporation (the “Issuer”)

Item 1(b).
Address of Issuer's Principal Executive Offices:

521 East Morehead Street, Suite 500
Charlotte, North Carolina 28202

Item 2(a).
Name of Person Filing:

This statement is filed by Maglan Capital LP (“Maglan LP”), and Maglan Capital GP LLC (“Maglan LLC”, and together with Maglan LP, the “Reporting Persons”) with respect to shares of the Issuer’s Common Stock, par value $0.01 per share (the “Shares”) directly owned by (i) Maglan Distressed Master Fund LP (the “Fund”) and (ii) certain managed accounts (the “Managed Accounts”) for the benefit, directly or indirectly, of members of Maglan LLC.

Maglan LP is the Investment Manager to the Fund and the Managed Accounts. Maglan LLC is the General Partner of Maglan LP. By virtue of these relationships, each of the Reporting Persons may be deemed to beneficially own the Shares directly owned by the Fund and the Managed Accounts.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The principal business address of each of the Reporting Persons is 25 West 39th Street, 2nd Floor, New York, New York 10018

Item 2(c).
Citizenship:

Maglan LP is a limited partnership organized under the laws of the State of Delaware. Maglan LLC is a limited liability company organized under the laws of the State of Delaware.

Item 2(d).
Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e).
CUSIP Number:

305560302

Item 3.
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
 
 
/x/
Not applicable.
 
 
(a)
/ /
Broker or dealer registered under Section 15 of the Exchange Act.

 
(b)
/ /
Bank as defined in Section 3(a)(6) of the Exchange Act.

 
(c)
/ /
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
 
 
4
 
CUSIP NO. 305560302
 
 
(d)
/ /
Investment company registered under Section 8 of the Investment Company Act.

 
(e)
/ /
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).

 
(f)
/ /
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

 
(g)
/ /
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

 
(h)
/ /
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 
(i)
/ /
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 
(j)
/ /
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 
(k)
/ /
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4.
Ownership

Maglan LP

 
(a)
Amount beneficially owned:

1,856,416 Shares

 
(b)
Percent of class:

6.96% (based upon 26,681,236 Shares outstanding, which is the total number of Shares outstanding as of March 24, 2014 as reported in the Issuer’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2014).

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

0 Shares

 
(ii)
Shared power to vote or to direct the vote

1,856,416 Shares

 
(iii)
Sole power to dispose or to direct the disposition of

0 Shares

 
(iv)
Shared power to dispose or to direct the disposition of

 
1,856,416 Shares
 
 
5
 
CUSIP NO. 305560302
 
Maglan LLC

 
(a)
Amount beneficially owned:

1,856,416 Shares

 
(b)
Percent of class:

6.96% (based upon 26,681,236 Shares outstanding, which is the total number of Shares outstanding as of March 24, 2014 as reported in the Issuer’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 27, 2014).

 
(c)
Number of shares as to which such person has:

 
(i)
Sole power to vote or to direct the vote

0 Shares

 
(ii)
Shared power to vote or to direct the vote

1,856,416 Shares

 
(iii)
Sole power to dispose or to direct the disposition of

0 Shares

 
(iv)
Shared power to dispose or to direct the disposition of

 
1,856,416 Shares

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.
 
 
6
 
CUSIP NO. 305560302

Item 8.
Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certifications.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
7
 
CUSIP NO. 305560302

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  April 25, 2014

MAGLAN CAPITAL LP
  
MAGLAN CAPITAL GP LLC
     
By:
/s/ Steven Azarbad
  
By:
/s/ Steven Azarbad
 
Name:
Steven Azarbad
    
Name:
Steven Azarbad
 
Title:
Managing Member of its General Partner
    
Title:
Managing Member

 
8
 
 
 EX-99.1 2 ex991to13g09450002_04252014.htm ex991to13g09450002_04252014.htm
Exhibit 99.1

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated April 25, 2014 (including amendments thereto) with respect to the Common Stock of FairPoint Communications, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:  April 25, 2014

MAGLAN CAPITAL LP
  
MAGLAN CAPITAL GP LLC
     
By:
/s/ Steven Azarbad
  
By:
/s/ Steven Azarbad
 
Name:
Steven Azarbad
    
Name:
Steven Azarbad
 
Title:
Managing Member of its General Partner
    
Title:
Managing Member