0001144204-15-022506.txt : 20150413 0001144204-15-022506.hdr.sgml : 20150413 20150413165731 ACCESSION NUMBER: 0001144204-15-022506 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20150413 DATE AS OF CHANGE: 20150413 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW & CO., L.P. GROUP MEMBERS: D. E. SHAW ADVISER II, L.L.C. GROUP MEMBERS: D. E. SHAW GALVANIC PORTFOLIOS, L.L.C. GROUP MEMBERS: D. E. SHAW MANAGER II, L.L.C. GROUP MEMBERS: DAVID E. SHAW SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LDK Solar Co., Ltd. CENTRAL INDEX KEY: 0001385424 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83756 FILM NUMBER: 15767197 BUSINESS ADDRESS: STREET 1: HIGH-TECH INDUSTRIAL PARK CITY: XINYU CITY, JIANGXI PROVINCE STATE: F4 ZIP: 338032 BUSINESS PHONE: 86 790 686-0171 MAIL ADDRESS: STREET 1: HIGH-TECH INDUSTRIAL PARK CITY: XINYU CITY, JIANGXI PROVINCE STATE: F4 ZIP: 338032 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. Shaw Galvanic International, Inc. CENTRAL INDEX KEY: 0001638706 IRS NUMBER: 980423613 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS, NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212)478-0000 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS, NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 v407134_sc13d.htm SC 13D

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
 

LDK Solar Co., Ltd.

(Name of Issuer)

 

Ordinary Shares, par value $0.10 per share

(Title of Class of Securities)

 

50183L107

(CUSIP Number)

 

D. E. Shaw & Co., L.P.

Attn: Compliance Department

1166 Avenue of the Americas, 9th Floor

New York, NY 10036

212-478-0000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

April 1, 2015

(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 Rule 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).

 

 
 

 

SCHEDULE 13D

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
D. E. Shaw Galvanic International, Inc.
FEIN 98-0423613

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (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  
     
  British Virgin Islands  





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
CO  

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by American depositary shares (“ADS”) and a principal amount of $32,803,500 of 5.535% Convertible Senior Notes Due 2018 (the “Bonds”) exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

D. E. Shaw Galvanic Portfolios, L.L.C.

FEIN 46-0698436

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
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
   
  0
8 SHARED VOTING POWER
   
 

18,206,556 (1)

9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   

OO

 

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

D. E. Shaw Manager II, L.L.C.

FEIN 46-0698590

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
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
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
OO  

 

(1)As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

D. E. Shaw Adviser II, L.L.C.

FEIN 46-0698533

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
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
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
OO  

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

D. E. Shaw & Co., L.L.C.

FEIN 13-3799946

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
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
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
OO  

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 1,980,468 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

D. E. Shaw & Co., L.P.

FEIN 13-3695715

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
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
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
IA, PN  

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 2,058,042 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

CUSIP No. 50183L107    

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 

David E. Shaw

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
  (b) ¨

3 SEC USE ONLY  
4 SOURCE OF FUNDS (See Instructions)  
     
 

AF

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6 CITIZENSHIP OR PLACE OF ORGANIZATION  
     
 

United States

 





NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
   
  0
8 SHARED VOTING POWER
   
  18,206,556 (1)
9 SOLE DISPOSITIVE POWER
   
  0
10 SHARED DISPOSITIVE POWER
   
  18,206,556 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
   
18,206,556 (1)  
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  
SHARES (SEE INSTRUCTIONS) ¨
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
   
4.9% (1)  
14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)  
   
IN  

 

(1)

As of April 10, 2015, the number of shares beneficially owned includes 2,058,042 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds exercisable into 136,039,092 Ordinary Shares. However, a deed poll limits the Reporting Person’s ability to convert the Bonds if it would result in ownership of more than 4.9% of the Issuer’s total outstanding shares while the deed poll remains in effect. Please see Item 6 for additional details.

 

 
 

 

Item 1.Security and the Issuer

 

This statement on Schedule 13D relates to the Ordinary Shares, par value $0.10 per share (the “Ordinary Shares”) of LDK Solar Co., Ltd. (the “Issuer”). The principal executive offices of the Issuer are located at Hi-Tech Industrial Park Xinyu City, Jiangxi Province 338032, People’s Republic of China.

 

Item 2.Identity and Background

 

(a), (f) This statement is filed on behalf of D. E. Shaw Galvanic International, Inc., a British Virgin Islands corporation (“Galvanic International”), D. E. Shaw Galvanic Portfolios, L.L.C., a Delaware limited liability company (“Galvanic Portfolios”), D. E. Shaw Manager II, L.L.C., a Delaware limited liability company (“Manager II”), D. E. Shaw Adviser II, L.L.C., a Delaware limited liability company (“Adviser II”), D. E. Shaw & Co., L.L.C., a Delaware limited liability company (“DESCO LLC”), D. E. Shaw & Co., L.P., a Delaware limited partnership (“DESCO LP”), and David E. Shaw, a citizen of the United States of America (“David E. Shaw,” and together with Galvanic International, Galvanic Portfolios, Manager II, Adviser II, DESCO LLC, and DESCO LP, collectively, the “Reporting Persons”). The Reporting Persons are filing jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 3 and incorporated herein by reference.

 

(b) The business address and principal office, as applicable, of all Reporting Persons is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.

 

(c) The principal business of Galvanic International is that of a corporation focusing primarily on credit and credit-linked securities related investment strategies. The principal business of Galvanic Portfolios is that of a limited liability company focusing primarily on credit and credit-linked securities related investment strategies. Galvanic International is a wholly owned subsidiary of Galvanic Portfolios, and neither has any executive officers or directors. The principal business of Manager II is to act as a manager to certain funds, including, without limitation, Galvanic Portfolios. The principal business of Adviser II is to act as an adviser to certain funds, including, without limitation, Galvanic Portfolios. The principal business of DESCO LLC is to act as a manager to certain entities, including, without limitation, Manager II. The principal business of DESCO LP is to act as a managing member of certain entities including, without limitation, Adviser II. D. E. Shaw & Co. II, Inc., a Delaware Corporation (“DESCO II Inc.”), is the managing member of DESCO LLC. D. E. Shaw & Co., Inc., a Delaware corporation (“DESCO Inc.”), is the general partner of DESCO LP. David E. Shaw is the President and sole shareholder of each of DESCO II Inc. and DESCO Inc.

 

(d) During the last five years, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any person named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) On September 16, 2013, DESCO LP entered into a settled administrative proceeding (the “Settlement”) with the U.S. Securities and Exchange Commission (the “SEC”) relating to inadvertent violations of Rule 105 (“Rule 105”) of Regulation M under the Securities Exchange Act of 1934. Rule 105 prohibits buying an equity security made available through a public offering, conducted on a firm basis, from an underwriter or broker or dealer participating in the offering after having sold short the same security during the restricted period as defined in the rule. Rule 105 applies irrespective of the short seller’s intent in effecting the short sale. Pursuant to the Settlement, DESCO LP paid $447,794 in disgorgement, $18,192.37 in pre-judgment interest, and a civil penalty of $201,506. The Settlement also requires that DESCO LP “cease and desist from committing or causing any violations and any future violations of Rule 105.” The SEC order implementing the Settlement notes that in determining to accept DESCO LP’s offer to enter into the Settlement, the SEC considered “remedial acts promptly undertaken” by DESCO LP and “cooperation afforded to [SEC] staff” by DESCO LP. Except with respect to the matter described above, no Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is 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

 

In acquiring 1,979,844 Ordinary Shares represented by ADSs and a principal amount of $32,803,500 of the Bonds, Galvanic International expended approximately $10,808,127 (excluding commissions) of its working capital.

 

Item 4.Purpose of Transaction

 

Prior to December 17, 2014, Galvanic International owned a principal amount of RMB199,800,000 of the Issuer’s US$-Settled 10.00% Senior Notes due 2014 (the “Senior Notes”), representing 11.75% of the Senior Notes. The Issuer and several subsidiaries subsequently entered into restructuring proceedings in courts in the Cayman Islands, Hong Kong, and the United States. Galvanic International was a participant in the Issuer’s restructuring activities, insofar as it served on an ad hoc committee of holders of Senior Notes. As discussed in the Issuer’s 6-K filed December 18, 2014, the Issuer’s restructuring proceedings closed on December 17, 2014. As a result of these restructuring proceedings, in exchange for the principal amount of RMB199,800,000 Senior Notes, Galvanic International received 1,979,844 Ordinary Shares, or 1.0% of the outstanding Ordinary Shares represented by ADSs, and a principal amount of $32,803,500 of the Bonds, or 12.4% of the outstanding Bonds. Prior to April 1, 2015, the Bonds were convertible at a rate of 50 Ordinary Shares per $1,000 of the principal amount if such conversion occurred on or before March 31, 2015. Therefore, prior to April 1, 2015, Galvanic International’s interest in the Ordinary Shares represented by ADSs represented 1.0% of the Ordinary Shares, and the Bonds were exercisable into 0.8% of the Ordinary Shares. After April 1, 2015, the Bonds became convertible at a rate calculated as the number of Ordinary Shares into which $1,000 of the principal amount of the Bonds can be converted into at the average volume-weighted average price during the 20-trading-day period immediately prior to (but excluding) the relevant date (the “Floating Conversion Rate”). On April 1, 2015, based on Galvanic International’s estimate of the Floating Conversion Rate on that day of $0.16, Galvanic International held 0.5% of the Ordinary Shares represented by ADSs, and the Bonds were exercisable into 35.2% of the Ordinary Shares.

 

 
 

 

Galvanic International will review its investment in the Ordinary Shares and the Bonds from time to time and subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Issuer, the availability and price of the Ordinary Shares, the Bonds, or other securities related to the Issuer, and other general market and investment conditions, Galvanic International may determine to:

 

•      acquire additional Ordinary Shares or Bonds through open market purchases or otherwise; or

 

•      sell, trade, engage in short selling of, hedge, or enter into any similar transactions with respect to the Ordinary Shares or the Bonds through the open market or otherwise.

 

Such transactions may take place at any time and without prior notice. There can be no assurance, however, that any Reporting Person will take any such actions.

 

Item 5.Interest in Securities of the Issuer

 

(a), (b) Based upon the Issuer’s Form T-3/A, filed with the SEC on February 17, 2015, there were 235,523,289 Ordinary Shares issued and outstanding as of February 17, 2015. The 1,979,844 Ordinary Shares represented by ADSs beneficially owned by Galvanic International represent approximately 0.5% of the fully diluted Ordinary Shares issued and outstanding (the “Galvanic Shares”), and the principal amount of $32,803,500 of the Bonds beneficially owned by Galvanic International represents approximately 36.6% of the fully diluted Ordinary Shares issued and outstanding (the “Galvanic Bonds”) based on an estimated Floating Conversion Rate of $0.15 as of April 10, 2015. Galvanic Portfolios, as the sole director and sole shareholder of Galvanic International, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares and the Galvanic Bonds. Ordinary Shares represented by ADSs are also beneficially owned by D. E. Shaw Valence Portfolios, L.L.C. (“Valence Portfolios”), and D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus Portfolios”). The 77,574 Ordinary Shares represented by ADSs beneficially owned by Valence Portfolios represent approximately 0.0% of the fully diluted Ordinary Shares issued and outstanding (the “Valence Shares”). The 624 Ordinary Shares represented by ADSs beneficially owned by Oculus Portfolios represent approximately 0.0% of the fully diluted Ordinary Shares issued and outstanding (the “Oculus Shares”).

 

Manager II, as the manager of Galvanic Portfolios, and Adviser II, as the investment adviser of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares and the Galvanic Bonds.

 

DESCO LLC, as the managing member of Manager II and the manager of Oculus Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares, the Galvanic Bonds, and the Oculus Shares.

 

DESCO LP, as the managing member and investment adviser of Valence Portfolios, the investment adviser of Oculus Portfolios, and the managing member of Adviser II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Galvanic Shares, the Galvanic Bonds, the Oculus Shares, and the Valence Shares (collectively the “Subject Shares”). On April 10, 2015, the Reporting Persons beneficially owned 37.2% of the outstanding shares. None of DESCO LP, DESCO LLC, Adviser II, or Manager II owns any of the Ordinary Shares or the Bonds directly, and each of DESCO LP, DESCO LLC, Adviser II, and Manager II disclaims beneficial ownership of the Subject Shares and Bonds.

 

 
 

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, which in turn is the managing member and investment adviser of Valence Portfolios, the investment adviser of Oculus Portfolios, and the managing member of Adviser II, and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC, which in turn is the manager of Oculus Portfolios and the managing member of Manager II, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares as described above. Therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.

 

As of April 1, 2015, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owned any Ordinary Shares other than those set forth in Item 5.

 

(c) None of the Reporting Persons has transacted in the Ordinary Shares, including ADSs or the Bonds during the past sixty days.

  

(d) No person other than the Reporting Persons or any of the persons set forth in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares.

 

(e) On April 13, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the fully diluted Ordinary Shares issued and outstanding, pursuant to the deed poll discussed in Item 6.

 

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

 

Valence Portfolios maintains an open short position of 7 Ordinary Shares, represented by ADSs, and D. E. Shaw Asymptote Portfolios, L.L.C. maintains an open short position of 9,690 Ordinary Shares, represented by ADSs.

 

These contracts do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such contracts.

 

Galvanic International has executed a deed poll for the benefit of the Issuer whereby Galvanic International has agreed that it will not issue, nor will it cause or instruct any other party to issue on its behalf, a conversion notice in respect of any securities in which Galvanic International has beneficial ownership if giving such a conversion notice will, or may reasonably be expected to, result in Galvanic International and its affiliates, collectively having beneficial ownership of more than 4.9% of the total outstanding Ordinary Shares of the Issuer. The deed poll is attached hereto as Exhibit 4 and incorporated herein by reference.

 

 
 

 

Except for the matters described herein, neither the Reporting Persons nor, to the best knowledge of any Reporting Person, any of the person listed in Item 2 has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.

 

Item 7.Material to be filed as Exhibits

 

Exhibit 1Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated December 16, 2014.

 

Exhibit 2Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated December 16, 2014.

 

Exhibit 3Joint Filing Agreement, by and among the Reporting Persons, dated April 13, 2015.

 

Exhibit 4Noteholder’s Deed Poll for D. E. Shaw Galvanic International, Inc., dated April 13, 2015.

 

 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated December 16, 2014, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto as Exhibits 1 and 2 and incorporated herein by reference.

 

Dated: April 13, 2015

 

  D. E. Shaw Galvanic International, Inc.
     
  By:   /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Galvanic Portfolios, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Manager II, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Adviser II, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Chief Compliance Officer
     
  D. E. Shaw & Co., L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw & Co., L.P.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Chief Compliance Officer
     
  David E. Shaw
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Attorney-in-Fact for David E. Shaw

 

 

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Exhibit 1

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

 

I, David E. Shaw, hereby make, constitute, and appoint each of:

 

Anne Dinning,

 

Julius Gaudio,

 

John Liftin,

 

Maximilian Stone,

 

Nathan Thomas, and

 

Eric Wepsic,

 

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and replaces the power granted on June 22, 2012, which is hereby cancelled.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: December 16, 2014

 

DAVID E. SHAW, as President of

D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

 

 

 

EX-99.2 4 v407134_ex-2.htm EXHIBIT 2

Exhibit 2

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

 

I, David E. Shaw, hereby make, constitute, and appoint each of:

 

Anne Dinning,

 

Julius Gaudio,

 

John Liftin,

 

Maximilian Stone,

 

Nathan Thomas, and

 

Eric Wepsic,

 

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and replaces the power granted on June 22, 2012, which is hereby cancelled.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: December 16, 2014

 

DAVID E. SHAW, as President of

D. E. Shaw & Co. II, Inc.

/s/ David E. Shaw

New York, New York

 

 

 

EX-99.3 5 v407134_ex-3.htm EXHIBIT 3

Exhibit 3

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value $0.10 per share, of LDK Solar CO., Ltd., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 13th day of April, 2015.

 

  D. E. Shaw Galvanic International, Inc.
     
  By:   /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Galvanic Portfolios, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Manager II, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw Adviser II, L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Chief Compliance Officer
     
  D. E. Shaw & Co., L.L.C.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Authorized Signatory
     
  D. E. Shaw & Co., L.P.
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Chief Compliance Officer
     
  David E. Shaw
     
  By: /s/ Nathan Thomas
    Nathan Thomas
    Attorney-in-Fact for David E. Shaw

 

 

 

EX-99.4 6 v407134_ex-4.htm EXHIBIT 4

 

Exhibit 4

 

Dated

 

13 April 2015

 

by

 

D. E. Shaw Galvanic International, inc.

 

as Noteholder

 

 

NOTEHOLDER’S DEEd POLL

 

 
 

 

THIS DEED POLL is signed, sealed and delivered as a DEED POLL on 13 April 2015:

 

BY

 

D. E. Shaw Galvanic International, inc., in its capacity as beneficial owner of the Securities (the “Noteholder”)

 

FOR THE BENEFIT OF

 

LDK Solar Co. ltd, an exempted company and incorporated with limited liability under the laws of the Cayman Islands with registered number 166736 (the “Company”)

 

BACKGROUND

 

(A)The Noteholder was a Scheme Creditor and, on the Issue Date, in consideration for the release of its rights and interests in respect of the Senior Obligations, it obtained a beneficial interest in the Securities and ADSs.

 

(B)On and from 1 April 2015, the Conversion Rate of the Securities will be a floating rate calculated as the number of Ordinary Shares into which US$1,000 of the principal amount of the Securities may be convertible at the VWAP of ADSs for the 20-trading-day period immediately prior to (but excluding) the date of the Conversion Notice.

 

(C)During the period 1 April 2015 to 31 March 2016, there is a limit on conversions of Securities into ADSs, such that no more than US$62.5 million of the aggregate principal amount of the Securities may be converted during that one year period, and no more than US$20 million of the aggregate principal amount of the Securities may be converted during any rolling quarter during that one year period.

 

(D)The Noteholder agrees to further limit its right to convert, or to cause any other party to convert on its behalf, the Securities in which it has an interest, on the terms set out in this Deed Poll.

 

IT IS DECLARED as follows:

 

1.DEFINITIONS AND INTERPRETATIONS

 

1.1In this Deed Poll:

 

Beneficial Ownership” has the meaning given to such term under Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934, as amended;

 

Effective Date” means the date of this Deed Poll; and

 

Indenture” means the indenture dated 10 December 2014 in respect of the issue by the Company of 5.535% Convertible Senior Notes due 2018.

 

 
 

 

1.2Terms defined in the Indenture have the same meaning in this Deed Poll, unless otherwise defined herein.

 

2.capacity

 

2.1The Noteholder enters into this Deed Poll in its capacity as beneficial owner of Securities and in no other capacity.

 

3.conversion limit

 

For a period of 90 days commencing on 13 April 2015 (the “Limit Period”), the Noteholder agrees that it will not issue, nor will it cause or instruct any other party to issue on its behalf, a Conversion Notice in respect of any Securities in which the Noteholder has Beneficial Ownership if giving such a Conversion Notice will, or may reasonably be expected to, result in the Noteholder and its affiliates, collectively having Beneficial Ownership of more than 4.9% of the total outstanding Ordinary Shares of the Company.

 

4.enforcement

 

4.1The Noteholder acknowledges and agrees that the benefit of this Deed Poll may be enforced directly by the Company on and from the Effective Date.

 

5.general

 

5.1Assignment

 

The rights and obligations of the Noteholder and the Company are personal and may not be assigned or otherwise dealt with at law or in equity. The Noteholder agrees that, during the Limit Period, it will not transfer Securities to any of its affiliates unless such affiliate has executed a deed poll similar to this Deed Poll to limit its conversions for the remainder of the Limit Period.

 

5.2Further action

 

The Noteholder will promptly do all things and execute and deliver all documents necessary or expedient to give effect to this Deed Poll.

 

5.3Governing law

 

This Deed Poll is governed by the laws of Hong Kong.

 

 
 

 

SIGNED, SEALED AND DELIVERED AS A DEED POLL by Christopher Zaback

 

for and on behalf of

 

D. E. Shaw Galvanic International, inc. and in the presence of:

 

   

 

 

 

 

 

 

 

 

 

 

 

/s/ Christopher Zaback     /s/ Jake Lipman
       
Signature     Signature
       
Christopher Zaback     Jake Lipman
       
Print Name     Print Name