0001209191-11-018748.txt : 20110317 0001209191-11-018748.hdr.sgml : 20110317 20110317191638 ACCESSION NUMBER: 0001209191-11-018748 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110316 FILED AS OF DATE: 20110317 DATE AS OF CHANGE: 20110317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LASRY MARC CENTRAL INDEX KEY: 0001259927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696360 MAIL ADDRESS: STREET 1: C/O AVENUE CAPITAL STREET 2: 399 PARK AVENUE, 6TH FL. CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGNACHIP SEMICONDUCTOR Corp CENTRAL INDEX KEY: 0001325702 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 830406195 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MAGNACHIP SEMICONDUCTOR S.A. STREET 2: 74, RUE DE MERL CITY: LUXEMBOURG STATE: N4 ZIP: L-2146 BUSINESS PHONE: (352) 45-62-62 MAIL ADDRESS: STREET 1: C/O MAGNACHIP SEMICONDUCTOR S.A. STREET 2: 74, RUE DE MERL CITY: LUXEMBOURG STATE: N4 ZIP: L-2146 FORMER COMPANY: FORMER CONFORMED NAME: MAGNACHIP SEMICONDUCTOR LLC DATE OF NAME CHANGE: 20110304 FORMER COMPANY: FORMER CONFORMED NAME: MAGNACHIP SEMICONDUCTOR Corp DATE OF NAME CHANGE: 20110303 FORMER COMPANY: FORMER CONFORMED NAME: MAGNACHIP SEMICONDUCTOR LLC DATE OF NAME CHANGE: 20100701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avenue Investments, L.P. CENTRAL INDEX KEY: 0001003215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696366 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-878-3520 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: AVENUE INVESTMENTS LP DATE OF NAME CHANGE: 19951108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AVENUE INTERNATIONAL, LTD. CENTRAL INDEX KEY: 0001180908 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696363 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128783523 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: AVENUE INTERNATIONAL LTD DATE OF NAME CHANGE: 20020816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avenue CDP Global Opportunities Fund LP CENTRAL INDEX KEY: 0001382345 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696365 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 16TH FLOOR CITY: New York STATE: NY ZIP: 10022 BUSINESS PHONE: 212.878.3520 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 16TH FLOOR CITY: New York STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avenue International Master, L.P. CENTRAL INDEX KEY: 0001450166 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696364 BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 878-3520 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avenue Partners, LLC CENTRAL INDEX KEY: 0001495476 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696361 BUSINESS ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.850.7500 MAIL ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 535 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avenue International Master GenPar, Ltd. CENTRAL INDEX KEY: 0001495478 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34791 FILM NUMBER: 11696362 BUSINESS ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 399 PARK AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-878-3520 MAIL ADDRESS: STREET 1: C/O AVENUE CAPITAL MANAGEMENT II, L.P. STREET 2: 399 PARK AVENUE, 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 c14347_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2011-03-16 0001325702 MAGNACHIP SEMICONDUCTOR Corp MX 0001003215 Avenue Investments, L.P. C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001382345 Avenue CDP Global Opportunities Fund LP C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 1 0 0 0 0001450166 Avenue International Master, L.P. C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 1 0 1 0 0001180908 AVENUE INTERNATIONAL, LTD. C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001495478 Avenue International Master GenPar, Ltd. C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001495476 Avenue Partners, LLC C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 0001259927 LASRY MARC C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, $0.01 par value 2011-03-10 4 A 0 1458684 A 1458684 D Common Stock, $0.01 par value 2011-03-10 4 A 0 1482770 A 1482770 D Common Stock, $0.01 par value 2011-03-10 4 A 0 4375589 A 4375589 D Common Stock, $0.01 par value 2011-03-16 4 S 0 357810 13.02 D 1100874 D Common Stock, $0.01 par value 2011-03-16 4 S 0 363718 13.02 D 1119052 D Common Stock, $0.01 par value 2011-03-16 4 S 0 1073316 13.02 D 3302273 D Warrants 15.76 2011-03-10 4 A 0 23573 A 2011-03-10 2014-11-09 Common Stock, $0.01 par value 23573 23573 D Warrants 15.76 2011-03-10 4 A 0 30315 A 2011-03-10 2014-11-09 Common Stock, $0.01 par value 30315 30315 D Warrants 15.76 2011-03-10 4 A 0 70448 A 2011-03-10 2014-11-09 Common Stock, $0.01 par value 70448 70448 D The persons reporting on this Form 4 (the "Reporting Persons") originally acquired common units and warrants exercisable to purchase common units in connection with the reorganization of MagnaChip Semiconductor LLC, which converted into MagnaChip Semiconductor Corporation (the "Issuer"). The conversion, which is exempt under Rule 16b-7, resulted in the Reporting Persons receiving shares of Common Stock, par value $0.01 (the "Common Stock"), and the warrants exercisable to purchase shares of Common Stock. The acquisition was approved in advance in accordance with Rule 16b-3. The filing of this Form 4 shall not be construed as an admission that Avenue Global Opportunities GenPar, LLC ("Global GenPar"), Avenue International, Ltd. ("International"), Avenue International Master GenPar, Ltd. ("International GenPar"), Avenue Partners, LLC ("Avenue Partners"), Avenue Capital Management II, L.P. ("Avenue Capital Management"), Avenue Capital Management II GenPar, LLC ("Capital Management GenPar") or Marc Lasry (the "Controlling Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.01 par value, of MagnaChip Semiconductor Corporation directly held by Avenue Investments, L.P. ("Avenue Investments"), Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP") and Avenue International Master, L.P. ("International Master"). Pursuant to Rule 16a-1, the Controlling Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Avenue Investments received directly 1,458,684 shares of Common Stock of the Issuer as a result of the conversion. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 1,458,684 shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments. Avenue-CDP received directly 1,482,770 shares of Common Stock of the Issuer as a result of the conversion. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 1,482,770 shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP. International Master received directly 4,375,589 shares of Common Stock of the Issuer as a result of the conversion. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 4,375,589 shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master. Avenue Investments holds directly 1,100,874 shares of Common Stock of the Issuer. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 1,100,874 shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments. Avenue-CDP holds directly 1,119,052 shares of Common Stock of the Issuer. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 1,119,052 shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP. International Master holds directly 3,302,273 shares of Common Stock of the Issuer. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 3,302,273 shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master. Avenue Investments received directly 23,573 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 23,573 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments. Avenue-CDP received directly 30,315 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 30,315 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP. International Master received directly 70,448 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 70,448 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master. This Form 4 is being filed by the Reporting Persons jointly with an additional Form 4 dated as of the same date with respect to the Common Stock and warrants of the Issuer filed by Avenue Special Situations Fund IV, L.P., Avenue Capital Partners IV, LLC, GL Partners IV, LLC, Avenue Special Situations Fund V, L.P., Avenue Capital Partners V, LLC, GL Partners V, LLC, Avenue Capital Manangement II, L.P., Avenue Capital Management II GenPar, LLC and Marc Lasry due to the limitations on the number of Reporting Persons able to file a single Form 4. Avenue Investments, L.P. By: Avenue Partners, LLC, its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 2011-03-17 Avenue-CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund GenPar, LLC, its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 2011-03-17 Avenue International Master, L.P. By: Avenue International Master GenPar, Ltd., its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 2011-03-17 Avenue International, Ltd. By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 2011-03-17 Avenue International Master GenPar, Ltd. By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 2011-03-17 Avenue Partners, LLC By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 2011-03-17 /s/ Eric Ross, attorney-in-fact for Marc Lasry 2011-03-17