Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
16 February 2024 - 1:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
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Invacare Holdings
Corporation |
(Name of Issuer) |
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Common stock, par
value $0.001 per share |
(Title of Class of Securities) |
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46124A101 |
(CUSIP Number) |
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Shulamit Leviant, Esq. |
c/o Davidson Kempner Capital Management LP |
520 Madison Avenue, 30th Floor |
New York, New York 10022 |
(212) 446-4053 |
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With a copy to: |
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Eleazer Klein, Esq.
Adriana Schwartz, Esq. |
Schulte Roth & Zabel LLP |
919 Third Avenue |
New York, NY 10022 |
(212) 756-2000 |
(Name, Address and Telephone Number of Person |
Authorized to Receive Notices and Communications) |
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February 13, 2024 |
(Date of Event Which Requires Filing of This Statement) |
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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 Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. þ
(Page 1 of 7 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 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. 46124A101 | SCHEDULE 13D/A | Page 2 of 7 Pages |
1 |
NAME OF REPORTING PERSON
M.H. Davidson & Co. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
226,876 shares of Common Stock (including 206,464 shares of
Common Stock issuable upon conversion of Series A Preferred Shares (as defined in Item 4))* |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
226,876 shares of Common Stock (including 206,464 shares of
Common Stock issuable upon conversion of Series A Preferred Shares)* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
226,876 shares of Common Stock (including 206,464 shares of
Common Stock issuable upon conversion of Series A Preferred Shares)* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.22%* |
14 |
TYPE OF REPORTING PERSON
PN |
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*The conversion of the shares of Series A Preferred Shares reported herein
is subject to the Blocker (as defined in Item 4). The number of shares of Common Stock in rows (8), (10) and (11) and the percentage set
forth in row (13) reflect the conversion in full of the Series A Preferred Shares reported on this cover page, however, the ability to
convert such Series A Preferred Shares at any given time is subject to the Blocker which applies to the beneficial ownership of the Reporting
Persons in the aggregate.
CUSIP No. 46124A101 | SCHEDULE 13D/A | Page 3 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Davidson Kempner Arbitrage, Equities and Relative Value LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
7,750,565 shares of Common Stock (including 7,053,327 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
7,750,565 shares of Common Stock (including 7,053,327 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,750,565 shares of Common Stock (including 7,053,327 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%* |
14 |
TYPE OF REPORTING PERSON
PN |
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*The conversion of the Series A Preferred Shares reported herein is subject
to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and
(11) show the number of shares of Common Stock that would be issuable upon the conversion of the Series A Preferred Shares in full and
does not give effect to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person,
after giving effect to the Blocker, is less than the number of securities reported in rows (8), (10) and (11).
CUSIP No. 46124A101 | SCHEDULE 13D/A | Page 4 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Davidson Kempner Capital Management LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%* |
14 |
TYPE OF REPORTING PERSON
PN |
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*The conversion of the Series A Preferred Shares reported herein is subject
to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number
of shares of Common Stock that would be issuable upon the conversion of the Series A Preferred Shares in full and does not give effect
to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to the Blocker, is less than the number of securities reported in rows (8), (10) and (11).
CUSIP No. 46124A101 | SCHEDULE 13D/A | Page 5 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Anthony A. Yoseloff |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) x |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS
AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
7,977,441 shares of Common Stock (including 7,259,791 shares
of Common Stock issuable upon conversion of Series A Preferred Shares)* |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%* |
14 |
TYPE OF REPORTING PERSON
IN |
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*The conversion of the Series A Preferred Shares reported herein is subject
to the Blocker and the percentage set forth in row (13) gives effect to the Blocker. However, rows (8), (10) and (11) show the number
of shares of Common Stock that would be issuable upon the conversion of the Series A Preferred Shares in full and does not give effect
to the Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect
to the Blocker, is less than the number of securities reported in rows (8), (10) and (11).
CUSIP No. 46124A101 | SCHEDULE 13D/A | Page 6 of 7 Pages |
The following constitutes Amendment No. 1 (“Amendment
No. 1”) to the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on February 2, 2024 (the “Original
Schedule 13D” and the Original Schedule 13D as amended by this Amendment No. 1, the "Schedule 13D"). This Amendment
No. 1 amends the Schedule 13D as specifically set forth herein.
Item 4. |
PURPOSE OF TRANSACTION |
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Item 4 is hereby amended and supplemented to include the following: |
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On
February 13, 2024, the Reporting Persons, together with the Named Stockholders, representing more than a majority of the voting
power of the Issuer’s issued and outstanding capital stock, acted by written consent in lieu of a special meeting to, among
other things, appoint Jame Donath, J. Carney Hawks and Samuel Brill as directors of the Issuer and remove Steven Rosen, Randel Owen
and Peter Kuipers as directors of the Issuer. In addition, certain provisions of the Issuer’s bylaws were amended to provide
the Issuer with greater flexibility relating to the calling of special meetings of directors and the compensation of directors. |
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The foregoing is not intended to limit the matters previously disclosed in Item 4 of the Schedule 13D. |
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Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
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Item 6 of the Schedule 13D is hereby amended and supplemented to include the following: |
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The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference. |
CUSIP No. 46124A101 | SCHEDULE 13D/A | Page 7 of 7 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: February 15, 2024 |
/s/ Anthony A. Yoseloff |
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ANTHONY A. YOSELOFF, (i) individually, (ii) as Executive Managing Member of: (a) Davidson Kempner Capital Management LP and (b) Davidson Kempner Liquid GP Topco LLC, as Managing Member of (1) M.H. Davidson & Co. GP, L.L.C., as General Partner of M.H. Davidson & Co. and (2) Davidson Kempner Multi-Strategy GP II LLC, as General Partner of Davidson Kempner Arbitrage, Equities and Relative Value LP. |
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