0001104659-16-157081.txt : 20161114 0001104659-16-157081.hdr.sgml : 20161111 20161114213813 ACCESSION NUMBER: 0001104659-16-157081 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161102 FILED AS OF DATE: 20161114 DATE AS OF CHANGE: 20161114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TETRALOGIC PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001361248 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-889-9900 MAIL ADDRESS: STREET 1: 343 PHOENIXVILLE PIKE CITY: MALVERN STATE: PA ZIP: 19355 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOMURA HOLDINGS INC CENTRAL INDEX KEY: 0001163653 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997629 BUSINESS ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 BUSINESS PHONE: 810352551000 MAIL ADDRESS: STREET 1: 1-9-1 NIHONBASHI STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8645 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOMURA SECURITIES INTERNATIONAL, INC. CENTRAL INDEX KEY: 0000072267 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36208 FILM NUMBER: 161997630 BUSINESS ADDRESS: STREET 1: WORLDWIDE PLAZA, 309 WEST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-667-9432 MAIL ADDRESS: STREET 1: WORLDWIDE PLAZA, 309 WEST 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: NOMURA SECURITIES INTERNATIONAL INC /BD DATE OF NAME CHANGE: 20020313 FORMER NAME: FORMER CONFORMED NAME: NOMURA SECURITIES CO LTD DATE OF NAME CHANGE: 19691023 3 1 a3.xml 3 X0206 3 2016-11-02 0 0001361248 TETRALOGIC PHARMACEUTICALS CORP TLOG 0000072267 NOMURA SECURITIES INTERNATIONAL, INC. WORLDWIDE PLAZA, 309 WEST 49TH STREET NEW YORK NY 10019 0 0 0 1 See Remarks 0001163653 NOMURA HOLDINGS INC 1-9-1 NIHONBASHI CHUO-KU TOKYO M0 103-8645 JAPAN 0 0 0 1 See Remarks 8% Senior Convertible Notes due 2019 Common Stock 473972 D The Senior Notes became currently convertible at the option of the holder into shares of common stock following the Issuer's entry into an Asset Purchase Agreement (the "Asset Purchase Agreement"), dated November 2, 2016, among the Issuer, its wholly-owned subsidiary TetraLogic Research and Development Corporation and Medivir AB ("Medivir"), pursuant to which the Issuer agreed to sell all or substantially all of its assets to Medivir (the "Asset Sale"). As of November 2, 12016, under the Indenture, dated as of June 23, 2014, between the Issuer and U.S. Bank National Association, as Trustee (the "Indenture"), the Senior Notes were convertible into Common Stock at any time from or after the effective date of the Asset Sale or event until the 35th Trading Day (as defined in the Indenture) immediately following the effective date of the Asset Sale. The conversion rate for the Senior Notes is equal 148.3019 shares of the Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $6.74 per share of common stock), subject to adjustment upon the occurrence of certain specified events. These Senior Notes are owned directly by Nomura Securities International, Inc. ("NSI"), which is a wholly owned subsidiary of Nomura Holdings, Inc. ("NH"), and accordingly NH may be deemed to beneficially own the Senior Notes held by NSI. On November 2, 2016, the Issuer entered into a binding letter agreement (the "Debt Exchange Term Sheet") with the Reporting Persons and the other holders (together, the "Noteholders") of 100% of the Issuer's outstanding 8% Convertible Senior Notes due 2019 (the "Senior Notes"), pursuant to which the Noteholders agreed to enter into an Exchange and Consent Agreement to, among other things, exchange $2.2 million in aggregate principal amount of the Senior Notes for 12,222,225 shares of newly issued preferred stock. As a result of the transactions contemplated by the Debt Exchange Term Sheet, the Reporting Persons may be deemed to have formed a "group" with each of the other Noteholders and/or certain affiliates of each of such parties (such parties together, excluding the Reporting Person, the "Other Parties") for purposes of Section 13(d) of the Exchange Act and Rule 13d thereunder. The Reporting Persons expressly disclaim beneficial ownership of the shares of the Issuer's securities owned by the Other Parties. Nomura Securities International, Inc. /s/ Vincent Primiano Nomura Holdings, Inc. /s/ Yasuo Kashiwagi 2016-11-14