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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
(Amendment No. 2*)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
Molecular Insight Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
60852M104
(CUSIP Number)
Matthew Okolita
Highland Capital Management, L.P.
Two Galleria Tower
13455 Noel Road, suite 800
Dallas, Texas 75240
(972) 628-4100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 1, 2011
(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 þ.
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.
(Continued on following pages)
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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. |
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).
This Amendment No. 2 (Amendment No. 2) amends and supplements the statement on
Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on
June 30, 2010 and amended by that certain Amendment No. 1 filed with the SEC on January 12, 2011
(the Schedule 13D) by Highland Capital Management, L.P. (Highland), a limited partnership duly
organized and validly existing under the laws of the State of Delaware; Strand Advisors, Inc.
(Strand), a Delaware Corporation; and James D. Dondero, an individual (collectively the
Reporting Persons) , with respect to the common stock, par value $0.01 per share (the Common
Stock or the Shares) of Molecular Insight Pharmaceuticals, Inc., a Massachusetts
corporation (the Company or the Issuer). This Amendment No. 2 is being filed
for the reasons set forth in Item 4 below. Unless otherwise indicated, each capitalized term used
but not defined herein shall have the meaning assigned to such term in the Schedule 13D. From and
after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar
import shall be deemed to refer to the Schedule 13D as amended and supplemented hereby.
Item 2. Identity and Background
The second paragraph of clauses (a) (c) of Item 2 is hereby amended and restated in its entirety
as follows:
As
further described in Item 4, the Reporting Person have been engaged in discussions with
certain other stakeholders of the Company (the Other Stakeholders) regarding a plan of
reorganization for the Company. The Other Stakeholders are Quintessence Fund L.P.; QVT Fund LP;
Taconic Opportunity Fund LP; McDonnell Loan Opportunity Fund Ltd.; and Pioneer Floating Rate Trust.
The Reporting Persons, the Other Stakeholders and certain other holders collectively hold
approximately $200 million in principal amount of the Companys Senior Secured Floating Rate Bonds
due 2012 (the Bonds). The Reporting Persons and one or more of the Other Stakeholders
may be deemed to constitute a group, which may cause each such person to be deemed to
beneficially own all shares beneficially owned by each of the persons constituting such a group.
The Reporting Persons disclaim the existence of such a group and, except to the extent set forth
above, disclaim beneficial ownership of shares of Common Stock, Warrants or other equity securities
of the Company owned by any other person.
Item 4. Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows:
The Reporting Persons acquired the Shares and warrants to purchase shares of Common Stock at
an exercise price of $5.87 per share (the Warrants) reported herein as being beneficially
owned by them for investment purposes in their ordinary course of business. The Reporting Persons
and one or more of the Other Stakeholders may be deemed to constitute a group, which may cause
each such person to be deemed to beneficially own all shares beneficially owned by each of the
persons constituting such a group. The Reporting Persons disclaim the existence of such a group
and, except to the extent set forth above, disclaim beneficial ownership of shares of Common Stock,
Warrants or other equity securities of the Company owned by any other person.
As reported in the Companys Current Report on Form 8-K filed with the SEC on March 8, 2011,
in connection with the voluntary petition filed by the Company in the United States Bankruptcy
Court for the District of Massachusetts (the Bankruptcy Court) seeking relief under the
provisions of Chapter 11 of the United States Bankruptcy Code, Case No. 10-23355, on March 1, 2011,
certain holders of the Bonds, including certain Other Stakeholders (collectively, the
Consenting Bondholders) and the Company entered into an agreement (the Plan Support
Agreement) providing for the implementation of a restructuring transaction with the terms set
forth in a plan term sheet attached thereto. Under the Plan Support Agreement, the Consenting
Bondholders are committed to support an amended plan of
reorganization, pursuant to which, among other things, (i) in exchange for the discharge
of the Bonds, the holders of the Bonds will receive 100% of the equity interests in the Company in
the form of preferred stock and the existing equity securities of the Company will be cancelled,
(ii) certain of the Consenting Bondholders and certain affiliates
of the Consenting Bondholders have committed to
provide
(a) if requested by
the
Company a debtor-in-possession financing of up to $10 million,
and (b) an exit financing facility
of $40 million (the proceeds from which will be used to repay the debtor-in-possession financing,
among other things), subject to certain conditions, and (iii) the Company will become a private
company (the Bondholder Restructuring). In exchange for the commitments to provide the
debtor-in-possession financing and the exit financing, the Company will pay certain
fees in the form of
cash and warrants to those Consenting Bondholders and affiliates of Consenting Bondholders making such
commitments. The Plan Support Agreement was filed with the Bankruptcy Court along with the
amended plan of reorganization and amended disclosure statement on
March 7, 2011.
The Bondholder Restructuring is subject to a number of additional conditions, including
but not limited to
the
emergence of the Company from its bankruptcy protection by May 16, 2011, adherence to a cash
collateral budget, as well as certain bankruptcy-related preconditions, including the entry of
certain final orders by the Bankruptcy Court incorporating, among other items, a confirmation order
related to the amended plan of reorganization.
The foregoing summary is qualified in its entirety by reference to the Plan Support Agreement,
which is attached as an exhibit hereto and is incorporated herein by reference in this Schedule
13D. A copy of the Plan Support Agreement is attached as Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the SEC on March 8, 2011.
Bankruptcy law does not permit solicitation of acceptances of a plan of reorganization until
the bankruptcy court approves the disclosure statement relating to such plan. Accordingly, this
schedule is not intended to be, nor should it be construed as, a solicitation for a vote on the
Bondholder Restructuring.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Item 6 is hereby amended by deleting the third paragraph thereof in its entirety and inserting the
following in lieu thereof:
On March 1, 2011, the Consenting Bondholders and the Company entered into the Plan Support
Agreement, providing for the implementation of a restructuring transaction with the terms set forth
in a plan term sheet attached thereto. Under the Plan Support Agreement, the Consenting Bondholders
are committed to support an amended plan of reorganization, pursuant to which, among other
things, (i) in exchange for the discharge of the Bonds, the holders of the Bonds will
receive 100% equity interest in the Company in the form of preferred stock and the existing equity
securities of the Company will be cancelled, (ii) certain of the Consenting Bondholders,
and certain
affiliates,
of certain of the Consenting Bondholders have committed to
provide
(a) if requested by
the Company a debtor-in-possession financing of up to $10
million, and (b) an exit financing facility of $40 million (the proceeds from which will be used to
repay the debtor-in-possession financing, among other things), subject to certain conditions, and
(iii) the Company will become a private company. In exchange for the commitments to provide the
debtor-in-possession financing and the exit financing, the Company will pay certain
fees in the form of
cash and
warrants
to those Consenting Bondholders and affiliates of Consenting Bondholders making such
commitments. The Plan Support Agreement was
filed with
the Bankruptcy Court along with the
amended plan of reorganization and amended disclosure statement on
March 7, 2011.
See Item 4 for a further discussion regarding these transactions.
The foregoing summary is qualified in its entirety by reference to the Plan Support Agreement,
which is attached as an exhibit hereto and is incorporated herein by reference in this Schedule
13D. A copy of the Plan Support Agreement is attached as Exhibit 10.1 to the Companys Current
Report on Form 8-K filed with the SEC on March 8, 2011.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby supplemented as follows:
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Exhibit |
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Description |
1
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Plan Support Agreement** |
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2
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Joint Filing Agreement |
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** |
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Incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with
the SEC on March 8, 2011. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: March 9, 2011 |
Highland Capital Management, L.P.
By: Strand Advisors, Inc.
Title: General Partner
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By: |
/s/ James D. Dondero
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Name: |
James D. Dondero |
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Title: |
President |
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Dated: March 9, 2011 |
Strand Advisors, Inc.
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By: |
/s/ James D. Dondero
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Name: |
James D. Dondero |
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Title: |
President |
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Dated: March 9, 2011 |
James D. Dondero
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By: |
/s/ James D. Dondero
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Name: |
James D. Dondero |
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Title: |
President |
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