Amended Statement of Beneficial Ownership (sc 13d/a)
30 April 2016 - 8:00AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.
2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Textura
Corporation
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
883211104
(CUSIP Number)
Jonathan Piurko
Northwater Capital Management Inc.
Suite 4000, Brookfield Place
TD Canada Trust Tower
161 Bay Street, P.O. Box 217
Toronto, Ontario M5J 2S1
(416) 360-2090
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Copy to:
David K. Boston
Danielle
Scalzo
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, NY 100196099
(212) 7288000
April 28, 2016
(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 § 240.13d-7 for other parties to whom copies are to be sent.
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
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CUSIP No. 883211104
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Page 1 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
David Patterson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,913,181*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,913,181*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,913,181*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.4%*
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14
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TYPE OF REPORTING PERSON
IN
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*
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Based on 26,203,167 shares of Common Stock outstanding as of March 10, 2016 as set forth in the Companys Schedule 14A filed on April 4, 2016, plus, where such beneficial ownership includes warrants, options, or
restricted stock units, such number of shares of Common Stock issuable upon exercise of the warrants or options and vesting of restricted stock units included in any such beneficial ownership calculation.
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1
SCHEDULE 13D
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CUSIP No. 883211104
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Page 2 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
Northwater Capital Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC, AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario, Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,876,012*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,876,012*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,876,012*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
18.3%*
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14
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TYPE OF REPORTING PERSON
CO
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*
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Based on 26,203,167 shares of Common Stock outstanding as of March 10, 2016 as set forth in the Companys Schedule 14A filed on April 4, 2016, plus, where such beneficial ownership includes warrants, such
number of shares of Common Stock issuable upon exercise of the warrants included in any such beneficial ownership calculation.
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2
SCHEDULE 13D
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CUSIP No. 883211104
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Page 3 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
Northwater Capital Management Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario, Canada
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
4,715,792*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
4,715,792*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,715,792*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
17.7%*
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14
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TYPE OF REPORTING PERSON
CO
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*
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Based on 26,203,167 shares of Common Stock outstanding as of March 10, 2016 as set forth in the Companys Schedule 14A filed on April 4, 2016, plus, where such beneficial ownership includes warrants, such
number of shares of Common Stock issuable upon exercise of the warrants included in any such beneficial ownership calculation.
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3
SCHEDULE 13D
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CUSIP No. 883211104
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Page 4 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
Northwater Intellectual Property Fund L.P. 1
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,711,413*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,711,413*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,711,413*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.4%*
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14
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TYPE OF REPORTING PERSON
PN
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*
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Based on 26,203,167 shares of Common Stock outstanding as of March 10, 2016 as set forth in the Companys Schedule 14A filed on April 4, 2016, plus, where such beneficial ownership includes warrants, such number of
shares of Common Stock issuable upon exercise of the warrants included in any such beneficial ownership calculation.
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4
SCHEDULE 13D
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CUSIP No. 883211104
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Page 5 of 9 Pages
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1
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NAMES OF
REPORTING PERSONS
Northwater Intellectual Property Fund L.P. 3A
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
1,156,509*
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
1,156,509*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,156,509*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
4.4%*
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14
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TYPE OF REPORTING PERSON
PN
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*
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Based on 26,203,167 shares of Common Stock outstanding as of March 10, 2016 as set forth in the Companys Schedule 14A filed on April 4, 2016, plus, where such beneficial ownership includes warrants, such
number of shares of Common Stock issuable upon exercise of the warrants included in any such beneficial ownership calculation.
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5
Note to Schedule 13D
This Amendment No. 2 to Schedule 13D (this
Amendment No. 2
) relates to the common stock, par value $0.001 per
share (the
Common Stock
), of Textura Corporation, a Delaware corporation (the
Company
), and amends the Schedule 13D filed on June 7, 2013 (the
Original Schedule 13D
) as amended by
Amendment No. 1 filed on May 29, 2015 (
Amendment No. 1
, together with this Amendment No. 2 and the Original Schedule 13D, the
Schedule 13D
) filed by (i) David Patterson (
Mr.
Patterson
), an individual, (ii) Northwater Capital Inc. (
NW Capital
), a corporation established under the laws of Ontario, (iii) Northwater Capital Management Inc. (
NW Capital Management
or
Northwater
), a corporation established under the laws of Ontario, (iv) Northwater Intellectual Property Fund L.P. 1 (
NWIP Fund 1
), a limited partnership established under the laws of Delaware, and
(v) Northwater Intellectual Property Fund L.P. 3A (
NWIP Fund 3A
), a limited partnership established under the laws of Delaware (each of Mr. Patterson, NW Capital, NW Capital Management, NWIP Fund 1 and NWIP Fund 3A, a
Reporting Person
and collectively, the
Reporting Persons
). The address of the Companys principal executive offices is Textura Corporation, 1405 Lake Cook Road, Deerfield, IL 60015.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended to add the following:
Merger Agreement
On
April 28, 2016, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
), by and among the Company, OC Acquisition LLC, a Delaware limited liability company (
Parent
), Tulip
Acquisition Corporation, a Delaware corporation (
Merger Sub
) and Oracle Corporation, a Delaware corporation, pursuant to which Merger Sub will make a cash tender offer (the
Offer
) to purchase any and all of the
issued and outstanding shares of Common Stock at a price per share of $26.00 and after acquiring shares of Common Stock pursuant to the Offer, Merger Sub will merge with and into the Company (the
Merger
), with the Company
surviving the Merger, in each case upon the terms and subject to the conditions set forth in the Merger Agreement (the
Transaction
).
Tender and Support Agreements
Concurrently with the execution of the Merger Agreement, Parent, Merger Sub, NW Capital, NWIP Fund 1, NWIP Fund 3A, and Northwater Intellectual
Property Fund L.P. 2, a Delaware limited partnership (
NWIP Fund 2
and together with NW Capital, NWIP Fund 1 and NWIP Fund 3A, the
NW Stockholders
), entered into a tender and support agreement dated
April 28, 2016 (the
NW Tender and Support Agreement
). Pursuant to and subject to the terms and conditions of the NW Tender and Support Agreement, the NW Stockholders agreed to tender, and not withdraw, all outstanding shares
of Common Stock beneficially owned by them, or acquired by them after such date (collectively, the
NW Shares
). In addition, pursuant to and subject to the terms and conditions of the NW Tender and Support Agreement, the
NW Stockholders have agreed, among other matters, to refrain from disposing of the NW Shares and soliciting alternative acquisition proposals to the Transaction. The NW Tender and Support Agreement automatically terminates upon certain
circumstances, including upon termination of the Merger Agreement.
In addition, concurrently with the execution of the Merger Agreement,
Parent, Merger Sub and Mr. Patterson entered into a tender and support agreement dated April 28, 2016 (the
Patterson Tender and Support Agreement
and together with the NW Tender and Support Agreement, the
Tender
and Support Agreements
). Pursuant to and subject to the terms and conditions of the Patterson Tender and Support Agreement, Mr. Patterson agreed to tender, and not withdraw, all outstanding shares of Common Stock beneficially owned by
him, or acquired by him after such date, other than the NW Shares (collectively, the
Patterson Shares
). In addition, pursuant to and subject to the terms and conditions of the Patterson Tender and Support Agreement,
Mr. Patterson has agreed, among other matters, to refrain from disposing of the Patterson Shares and soliciting alternative acquisition proposals to the Transaction. The Patterson Tender and Support Agreement automatically terminates upon
certain circumstances, including upon termination of the Merger Agreement.
The foregoing descriptions of the Tender and Support Agreements and the transactions contemplated
thereby do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Tender and Support Agreements, which are attached as Exhibit 3 and Exhibit 4 hereto and are incorporated herein by
reference.
Item 7. Material To Be Filed as Exhibits
Item 7 of the Original Schedule 13D is amended by adding thereto the following:
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Exhibit 3
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Tender and Support Agreement, dated April 28, 2016, by and among OC Acquisition LLC, Tulip Acquisition Corporation, Northwater Capital Inc., Northwater Intellectual Property Fund L.P. 1, Northwater Intellectual Property Fund
L.P. 2, and Northwater Intellectual Property Fund L.P. 3A.
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Exhibit 4
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Tender and Support Agreement, dated April 28, 2016, by and among OC Acquisition LLC, Tulip Acquisition Corporation and David Patterson.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
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Dated: April 29, 2016
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DAVID PATTERSON
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/s/ David Patterson
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Dated: April 29, 2016
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NORTHWATER CAPITAL INC.
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By:
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/s/ Jonathan Piurko
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Name:
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Jonathan Piurko
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Title:
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Managing Director
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By:
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/s/ Frances Kordyback
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Name:
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Frances Kordyback
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Title:
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Managing Director
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Dated: April 29, 2016
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NORTHWATER CAPITAL MANAGEMENT INC.
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By:
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/s/ Jonathan Piurko
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Name:
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Jonathan Piurko
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Title:
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Managing Director
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By:
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/s/ Frances Kordyback
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Name:
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Frances Kordyback
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Title:
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Managing Director
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Dated: April 29, 2016
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NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 1
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BY: NORTHWATER IP 1 GP INC., ITS GENERAL PARTNER
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By:
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/s/ Jonathan Piurko
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Name:
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Jonathan Piurko
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Title:
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Managing Director
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By:
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/s/ Frances Kordyback
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Name:
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Frances Kordyback
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Title:
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Managing Director
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Dated: April 29, 2016
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NORTHWATER INTELLECTUAL PROPERTY FUND L.P. 3A
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BY: NORTHWATER IP 3 GP INC., ITS GENERAL PARTNER
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By:
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/s/ Jonathan Piurko
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Name:
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Jonathan Piurko
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Title:
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Managing Director
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By:
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/s/ Frances Kordyback
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Name:
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Frances Kordyback
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Title:
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Managing Director
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