rrd226242_255471.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NL9BMVl84/ukVYTmtzynn/b0XMj/+Avm47UFDSF2Knd7nMJZg6prNg/qhQvS1YdG vPUE13gGZIL6nR7toOJqGg== 0001181431-09-043480.txt : 20090911 0001181431-09-043480.hdr.sgml : 20090911 20090911113419 ACCESSION NUMBER: 0001181431-09-043480 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090901 FILED AS OF DATE: 20090911 DATE AS OF CHANGE: 20090911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP HOLDING CORP CENTRAL INDEX KEY: 0001266797 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27422 FILM NUMBER: 091064547 MAIL ADDRESS: STREET 1: 55 WEST MONROE ST CITY: CHICAGO STATE: IL ZIP: 60603 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARTHROCARE CORP CENTRAL INDEX KEY: 0001005010 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 943180312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7500 RIALTO BOULEVARD STREET 2: BUILDING TWO, SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78735 BUSINESS PHONE: (512) 391-3900 MAIL ADDRESS: STREET 1: 7500 RIALTO BOULEVARD STREET 2: BUILDING TWO, SUITE 100 CITY: AUSTIN STATE: TX ZIP: 78735 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP General Partner III, L.P. CENTRAL INDEX KEY: 0001448689 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27422 FILM NUMBER: 091064548 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: OEP General Partner III, LP DATE OF NAME CHANGE: 20081024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OEP AC Holdings, LLC CENTRAL INDEX KEY: 0001471604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27422 FILM NUMBER: 091064550 BUSINESS ADDRESS: STREET 1: C/O ONE EQUITY PARTNERS STREET 2: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: C/O ONE EQUITY PARTNERS STREET 2: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: One Equity Partners III, L.P. CENTRAL INDEX KEY: 0001448688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27422 FILM NUMBER: 091064549 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-277-1500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: One Equity Partners III, LP DATE OF NAME CHANGE: 20081024 3 1 rrd252647.xml FORM 3 X0203 3 2009-09-01 0 0001005010 ARTHROCARE CORP ARTC 0001471604 OEP AC Holdings, LLC C/O ONE EQUITY PARTNERS 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448688 One Equity Partners III, L.P. 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001448689 OEP General Partner III, L.P. 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 0001266797 OEP HOLDING CORP 320 PARK AVENUE, 18TH FLOOR NEW YORK NY 10022 0 0 1 0 Series A 3.00% Convertible Preferred Stock 15.00 Common Stock 5820357 D The Series A 3.00% Convertible Preferred Stock is convertible at any time, at the holder's election subject to the terms and conditions of the Securities Purchase Agreement between ArthroCare Corporation and OEP AC Holdings, LLC, dated August 14, 2009 (including without limitation the holder's agreement not to convert any of its Series A 3.00% Convertible Preferred Stock until the earlier of September 1, 2010 and the occurrence of a Reorganization Event (as such term is defined in the Certificate of Designations)), and the Certificate of Designations governing the Series A 3.00% Convertible Preferred Stock, and has no expiration date. OEP AC Holdings, LLC is the direct owner of 75,000 shares of Series A 3.00% Convertible Preferred Stock, which after giving effect to the make-whole adjustment described in the Certificate of Designations, are convertible into approximately 5,820,357 shares of Common Stock. The Series A 3.00% Convertible Preferred Stock is convertible into shares of Common Stock at a rate of 66.667 shares of Common Stock per $1,000 of liquidation preference of the Series A 3.00% Convertible Preferred Stock, subject to anti-dilution adjustments, representing an initial conversion price of $15.00 per share of Common Stock. If a conversion occurs prior to October 1, 2014, the number of shares of Common Stock received upon conversion is increased as a result of the make-whole adjustment described in the Certificate of Designations. These securities are held directly by OEP AC Holdings, LLC, a Delaware limited liability company ("OEP"). The managing member of OEP is One Equity Partners III, L.P., a Cayman Islands limited partnership ("OEP III"), of which the sole general partner is OEP General Partner III, L.P., a Cayman Islands limited partnership ("OEP GP III"), of which the sole general partner is OEP Holding Corporation, a Delaware corporation ("OEP Holding"), of which the sole stockholder is Bank One Investment Corporation, a Delaware corporation ("BOI"), of which the sole stockholder is JP Morgan Capital Corporation, a Delaware corporation ("JPM CC"), of which the sole stockholder is Banc One Financial LLC, a Delaware limited liability company ("BOF LLC"), of which the sole member is JPMorgan Chase & Co., a Delaware corporation. The Reporting Persons are OEP, OEP III, OEP GP III and OEP Holding. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Exhibit List Exhibit 99 - Joint Filer Information /s/ Christian P. Ahrens, Vice-President & Treasurer of OEP AC Holdings, LLC 2009-09-10 EX-99. 2 rrd226242_255471.htm JOINT FILER INFORMATION rrd226242_255471.html

                                                                                          Exhibit 99

                         Form 3 Joint Filer Information

Date of Event Requiring Statement:           September 1, 2009

Issuer Name and Ticker or Trading Symbol:    ArthroCare Corporation, ARTC

Designated Filer:                            OEP AC Holdings, LLC

Other Joint Filers:                          One Equity Partners III, L.P.
                                             320 Park Avenue, 18th Floor
                                             New York, NY 10022

                                             OEP General Partner III, L.P.
                                             320 Park Avenue, 18th Floor
                                             New York, NY 10022

                                             OEP Holding Corporation
                                             320 Park Avenue, 18th Floor
                                             New York, NY 10022

Signatures:                                  ONE EQUITY PARTNERS III, L.P.

                                             By: OEP General Partner III, L.P.
                                             as its General Partner

                                             By: OEP Holding Corporation
                                             as its General Partner

                                             By: /s/ Christian P. Ahrens
                                                 ------------------------------
                                             Name: Christian P. Ahrens
                                             Title: Managing Director

                                             OEP GENERAL PARTNER III, L.P.

                                             By: OEP Holding Corporation
                                             as its General Partner

                                             By: /s/ Christian P. Ahrens
                                                 ------------------------------
                                             Name: Christian P. Ahrens
                                             Title: Managing Director

                                             OEP HOLDING CORPORATION

                                             By: /s/ Christian P. Ahrens
                                                 ------------------------------
                                             Name: Christian P. Ahrens
                                             Title: Managing Director

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