0000902664-13-002001.txt : 20130425 0000902664-13-002001.hdr.sgml : 20130425 20130425160254 ACCESSION NUMBER: 0000902664-13-002001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAMINCO Corp CENTRAL INDEX KEY: 0001547063 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 454031468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87423 FILM NUMBER: 13782859 BUSINESS ADDRESS: STREET 1: C/O APOLLO MANAGEMENT VII, L.P. STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 610-366-6744 MAIL ADDRESS: STREET 1: C/O APOLLO MANAGEMENT VII, L.P. STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TAMINCO ACQUISITION Corp DATE OF NAME CHANGE: 20120411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 IRS NUMBER: 262124641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p13-1167sc13g.htm SENATOR INVESTMENT GROUP LP

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

TAMINCO CORPORATION

(Name of Issuer)
 

Common Stock, par value $.001 per share

(Title of Class of Securities)
 

87509U106

(CUSIP Number)
 

April 18, 2013

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*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 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).

 
CUSIP No. 87509U10613GPage 2 of 11 Pages

 

1

Names Of Reporting Persons

SENATOR INVESTMENT GROUP LP

2 Check the Appropriate Box If a Member of a Group

(a) ¨

(b) ¨

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

5,750,000

7

Sole Dispositive Power

0

8

Shared Dispositive Power

5,750,000

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000

10 Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares ¨
11

Percent of Class Represented By Amount in Row (9)

8.82%

12

Type of Reporting Person

IA

         

 

 
CUSIP No. 87509U10613GPage 3 of 11 Pages

 

     
1

Names Of Reporting Persons

ALEXANDER KLABIN

2 Check the Appropriate Box If a Member of a Group

(a) ¨

(b) ¨

3 SEC use only
4

Citizenship or Place Of Organization

UNITES STATES

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
5

Sole Voting Power

0

6

Shared Voting Power

5,750,000

7

Sole Dispositive Power

0

8

Shared Dispositive Power

5,750,000

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000

10 Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares ¨
11

Percent of Class Represented By Amount in Row (9)

8.82%

12

Type of Reporting Person

IN

             

 

 
CUSIP No. 87509U10613GPage 4 of 11 Pages

 

     
1

Names Of Reporting Persons

DOUGLAS SILVERMAN

2 Check the Appropriate Box If a Member of a Group

(a) ¨

(b) ¨

3 SEC use only
4

Citizenship or Place Of Organization

UNITES STATES

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person With
5

Sole Voting Power

0

6

Shared Voting Power

5,750,000

7

Sole Dispositive Power

0

8

Shared Dispositive Power

5,750,000

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,750,000

10 Check Box If The Aggregate Amount in Row (9) Excludes Certain Shares ¨
11

Percent of Class Represented By Amount in Row (9)

8.82%

12

Type of Reporting Person

IN

             

 

 

 

 
CUSIP No. 87509U10613GPage 5 of 11 Pages

 

Item 1(a). NAME OF ISSUER
   
  Taminco Corporation

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  Two Windsor Plaza, Suite 411
  Allentown, PA 18195

 

Item 2(a). NAME OF PERSON FILING
   
  Senator Investment Group LP serves as investment manager to various investment funds (collectively, the "Funds"), and as such, has investment discretion with respect to the Funds. Alexander Klabin and Douglas Silverman have control of a Delaware limited liability company that may be deemed to control Senator Investment Group LP.
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal office of each Reporting Person is:
   
  c/o Senator Investment Group LP
  510 Madison Avenue
  28th Floor
  New York, NY 10022

 

Item 2(c). CITIZENSHIP
   
  Senator Investment Group LP is a Delaware limited partnership. Each of Messrs. Klabin and Silverman is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, $.001 par value per share

 

Item 2(e). CUSIP NUMBER
   
  87509U106

 

 
CUSIP No. 87509U10613GPage 6 of 11 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (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) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:    

 

Item 4. OWNERSHIP
   
  (a) Amount of beneficially owned: 5,750,000
     
  (b) Percent of class: 8.82%.
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:
       
      0
    (ii) Shared power to vote or to direct the vote:
       
      5,750,000
       
    (iii) Sole power to dispose or to direct the disposition of:
       
      0
       
    (iv) Shared power to dispose or to direct the disposition of:
       
      5,750,000

 

 
CUSIP No. 87509U10613GPage 7 of 11 Pages

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities reported herein held by the Funds in accordance with their respective ownership interests in the Funds.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were 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 such purpose or effect.

 

 

 
CUSIP No. 87509U10613GPage 8 of 11 Pages

 

SIGNATURES

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

DATE: [Insert Date]

 

  SENATOR INVESTMENT GROUP LP
   
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  ALEXANDER KLABIN
   
  /s/ Evan Gartenlaub as Attorney-in-Fact**
  DOUGLAS SILERMAN

 

* Pursuant to a Power of Attorney dated as of April 24, 2013 attached hereto as Exhibit 2.

** Pursuant to a Power of Attorney dated as of April 24, 2013 attached hereto as Exhibit 3.

 
CUSIP No. 87509U10613GPage 9 of 11 Pages

Exhibit 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: April 24, 2013

 

  SENATOR INVESTMENT GROUP LP
   
   
  /s/ Evan Gartenlaub
  Name: Evan Gartenlaub
  Title: General Counsel
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact*
  ALEXANDER KLABIN
   
   
  /s/ Evan Gartenlaub as Attorney-in-Fact**
  DOUGLAS SILVERMAN

 

 

 
CUSIP No. 87509U10613GPage 10 of 11 Pages

Exhibit 2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Alexander Klabin (the "Principal") does hereby make, constitute and appoint each of Evan Gartenlaub and Edward Larmann, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Principal is acting individually or as representative of others, any and all filings required to be made by the Principal under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Principal under the Act, giving and granting unto said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Principal might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as Evan Gartenlaub or Edward Larmann ceases to be an employee of Senator Investments Group LP or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 24, 2013.

 

/s/ Alexander Klabin  
ALEXANDER KLABIN  

 

 
CUSIP No. 87509U10613GPage 11 of 11 Pages

Exhibit 3

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that Douglas Silverman (the "Principal") does hereby make, constitute and appoint each of Evan Gartenlaub and Edward Larmann, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Principal is acting individually or as representative of others, any and all filings required to be made by the Principal under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Principal under the Act, giving and granting unto said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Principal might or could do if personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as Evan Gartenlaub or Edward Larmann ceases to be an employee of Senator Investments Group LP or one of its affiliates.

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of April 24, 2013.

 

/s/ Douglas Silverman  
DOUGLAS SILVERMAN