t8896118a.htm

0000899140-13-000027.txt : 20130115 0000899140-13-000027.hdr.sgml : 20130115 20130114174013 ACCESSION NUMBER: 0000899140-13-000027 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130115 DATE AS OF CHANGE: 20130114 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS X L.P. GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Talon Therapeutics, Inc. CENTRAL INDEX KEY: 0001140028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320064979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79910 FILM NUMBER: 13528735 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 650-588-6404 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY STREET 2: SUITE 250 CITY: SAN MATEO STATE: CA ZIP: 94404 FORMER COMPANY: FORMER CONFORMED NAME: Hana Biosciences Inc DATE OF NAME CHANGE: 20041006 FORMER COMPANY: FORMER CONFORMED NAME: EMAIL REAL ESTATE COM INC DATE OF NAME CHANGE: 20010504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 260849130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 t8896118a.htm AMENDMENT NO. 8 t8896118a.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 8)

Talon Therapeutics, Inc.

(Name of Issuer)

COMMON STOCK, $.001 PAR VALUE PER SHARE

(Title of Class of Securities)

40963P105

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

(212) 878−0600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Steven J. Gartner, Esq.

Robert T. Langdon, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

January 11, 2013

(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. o

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.

* 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. 40963P105

Page 2 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus Private Equity X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
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) o
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 257,336,352+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 257,336,352+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 257,336,352+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 89.5% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

+Represents the number of shares of common stock, par value $0.001 (the “Common Stock”), of the Company into which the shares of the Company’s Series A-1 Convertible Preferred Stock (“Series A-1 Preferred”), the Company’s Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred”) and the Series A-3 Convertible Preferred Stock (the “Series A-3 Preferred”) beneficially owned by the Reporting Person are convertible as of January 11, 2013. Giving effect to accretion on the stated value of Series A-1 Preferred, each share of Series A-1 Preferred is convertible into approximately 167 shares of Common Stock, which is determined by dividing (x) the sum of (i) the stated value of $100 per share plus (ii) the accretion thereon by (y) an effective conversion price of $0.736 per share. Giving effect to accretion on the stated value of Series A-2 Preferred, each share of Series A-2 Preferred is convertible into approximately 365 shares of Common Stock, which is determined by dividing (x) the sum of (i) the stated value of $100 per share plus (ii) the accretion thereon by (y) an effective conversion price of $0.30 per share. Giving effect to accretion on the stated value of the shares of Series A-3 Preferred issued on July 3, 2012, each such share of Series A-3 Preferred is convertible into approximately 299 shares of Common Stock, which is determined by dividing (x) the sum of (i) the stated value of $100 per share plus (ii) the accretion thereon by (y) an effective conversion price of $0.35 per share. Giving effect to accretion in the stated value of the shares of Series A-3 Preferred issued on August 17, 2012, each such share of Series A-3 Preferred is convertible into approximately 296 shares of Common Stock, which is determined by dividing (x) the sum of (i) the stated value of $100 per share plus (ii) the accretion thereon by (y) an effective conversion price of $0.35 per share. Each share of Series A-3 Preferred issued on November 14, 2012 is convertible into approximately 290 shares of Common Stock, which is determined by dividing (x) the sum of (i) the stated value of $100 per share plus (ii) the accretion thereon by (y) an effective conversion price of $0.35 per share. Each share of Series A-3 Preferred issued on January 11, 2013 is convertible into approximately 286 shares of Common Stock, which is determined by dividing the stated value of $100 per share (without giving effect to any accretion that would accrue thereon) by a conversion price of $0.35 per share.

CUSIP No. 40963P105

Page 3 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
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) o
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 8,232,545+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,232,545+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 8,232,545+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

+See note on page 2.

CUSIP No. 40963P105

Page 4 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

+See note on page 2.

CUSIP No. 40963P105

Page 5 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

+See note on page 2.

CUSIP No. 40963P105

Page 6 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus Partners LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

+See note on page 2.

CUSIP No. 40963P105

Page 7 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

+See note on page 2.

CUSIP No. 40963P105

Page 8 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

+See note on page 2.

CUSIP No. 40963P105

Page 9 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Charles R. Kaye
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* IN

+See note on page 2.

CUSIP No. 40963P105

Page 10 of 13 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Joseph P. Landy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 265,568,897+ (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 265,568,897+ (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 265,568,897+ (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 92.4% (see Item 5)
14	TYPE OF REPORTING PERSON* IN

+See note on page 2.

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 8”) amends the Schedule 13D filed on June 16, 2010 (the “Original Schedule 13D”) and amended on September 14, 2010 (“Amendment No. 1”), February 3, 2011 (“Amendment No. 2”), January 10, 2012 (“Amendment No. 3”), April 10, 2012 (“Amendment No. 4”), July 3, 2012 (“Amendment No. 5”), August 17, 2012 (“Amendment No. 6”), November 14, 2012 (“Amendment No. 7” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and this Amendment No. 8, the “Schedule 13D”), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X”, and together with WP X, the “WP X Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”) and the sole general partner of each of the WP X Funds, Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”) and the sole general partner of WP X LP, Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”) and the sole member of WP X LLC, Warburg Pincus & Co., a New York general partnership (“WP”) and the managing member of WPP LLC, Warburg Pincus LLC, a New York limited liability company (“WP LLC”) that manages each of the WP X Funds, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and a Co-President and Managing Member of WP LLC who may be deemed to control the WP X Funds, WP X LP, WP X LLC, WPP LLC, WP and WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP and WP LLC, each a “Reporting Person” and collectively being referred to as the “Warburg Pincus Reporting Persons”). This Amendment No. 8 relates to the Common Stock of Talon Therapeutics, Inc., a Delaware corporation (the “Company”).

All capitalized terms used herein which are not otherwise defined herein have the same meanings given to such terms in the Original Schedule 13D, as amended.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended to include the following:

The amount of funds used by the WP X Funds to purchase the shares of Series A-3 Preferred as described in this Amendment No. 8 was furnished from the working capital of such WP X Funds. The total amount of funds paid by the WP X Funds to purchase the securities of the Company purchased on January 11, 2013 as described in this Amendment No. 8 was $5,400,000.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended to include the following:

On January 11, 2013, pursuant to the terms of the 2012 Investment Agreement (as amended by the 2012 Purchase Agreement Amendment), (i) WP X purchased 52,326 shares of the Company’s Series A-3 Preferred for an aggregate purchase price of $5,232,600 and (ii) WPP X purchased 1,674 shares of Series A-3 Preferred for an aggregate purchase price of $167,400.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All of the computations and share amounts used herein do not give effect to any accretion on the shares of Series A-1 Preferred, Series A-2 Preferred or Series A-3 Preferred after January 11, 2013. The percentages used herein are calculated based upon the 22,001,891 shares of Common Stock outstanding as of November 13, 2012 as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2012. The number of shares of Common Stock that may be deemed to be beneficially owned by the Warburg Pincus Reporting Persons, and the percentage of the outstanding shares represented thereby, in each case as reported in this Schedule 13D, are based on the number of shares of Common Stock issuable to the Warburg Pincus Reporting Persons upon conversion of the shares of Series A-1 Preferred, Series A-2 Preferred and Series A-3 Preferred owned by the Warburg Pincus Reporting Persons on January 11, 2013 and the number of shares of Common Stock issuable to the Warburg Pincus Reporting Persons upon conversion of the remaining 420,000 shares of Series A-3 Preferred which the WP X Funds have the right to acquire pursuant to the 2012 Investment Agreement (without giving effect to the

right of the Deerfield Purchasers to purchase ten percent (10%) of such shares of Series A-3 Preferred, which exercise would reduce the number of shares acquirable by the WP X Funds). On January 11, 2013, the Deerfield Purchasers exercised their right to purchase ten percent (10%) of the shares of Series A-3 Preferred acquired pursuant to the 2012 Investment Agreement and acquired 6,000 shares of Series A-3 Preferred in the aggregate, which reduced the number of shares acquirable by the WP X Funds pursuant to their contractual right by such amount.

(b) WP X is the direct beneficial owner of 359,797 shares of Series A-1 Preferred, 95,931 shares of Series A-2 Preferred and 563,958 shares of Series A-3 Preferred (comprised of 156,978 shares of Series A-3 Preferred presently outstanding and 406,980 shares of Series A-3 Preferred which WP X has the right to acquire). As of January 11, 2013, such shares are, in the aggregate, convertible into 257,336,352 shares of Common Stock (assuming such shares of Series A-3 Preferred which WP X has the right to acquire are issued), representing approximately 89.5% of the outstanding shares of Common Stock.

WPP X is the direct beneficial owner of 11,510 shares of Series A-1 Preferred, 3,069 shares of Series A-2 Preferred and 18,042 shares of Series A-3 Preferred (comprised of 5,022 shares of Series A-3 Preferred presently outstanding and 13,020 shares of Series A-3 Preferred which WPP X has the right to acquire). As of January 11, 2013, such shares are, in the aggregate, convertible into 8,232,545 shares of Common Stock (assuming such shares of Series A-3 Preferred which WPP X has the right to acquire are issued), representing approximately 2.9% of the outstanding shares of Common Stock.

Due to their respective relationships with the WP X Funds and each other, as of January 11, 2013, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own shares of Common Stock by virtue of their beneficial ownership of shares of Series A-1 Preferred, Series A-2 Preferred and Series A-3 Preferred. Assuming the full conversion of the Series A-1 Preferred in accordance with the terms of the Series A-1 Certificate, the full conversion of the Series A-2 Preferred in accordance with the terms of the Series A-2 Certificate, and the full conversion of the Series A-3 Preferred in accordance with the terms of the Series A-3 Certificate, the Warburg Pincus Reporting Persons may be deemed to beneficially own 265,568,897 shares of Common Stock, representing approximately 92.4% of the outstanding class of Common Stock, based on a total of 287,570,788 shares of Common Stock, which is comprised of: (i) the 22,001,891shares of Common Stock outstanding referenced above, (ii) the 62,133,098 shares of Common Stock issuable to WP X and WPP X upon the conversion of shares of Series A-1 Preferred described above, (iii) the 36,099,990 shares of Common Stock issuable to WP X and WPP X upon the conversion of shares of Series A-2 Preferred described above and (iv) the 167,335,809 shares of Common Stock issuable to WP X and WPP X upon the conversion of shares of Series A-3 Preferred (including the shares of Series A-3 Preferred which the WP X Funds have the right to acquire pursuant to the 2012 Investment Agreement (without giving effect to the right of the Deerfield Purchasers to purchase ten percent (10%) of such shares of Series A-3 Preferred, which exercise would reduce the number of shares acquirable by the WP X Funds)).

(c) Each of WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP may be deemed to share with the WP X Funds the power to (i) dispose or to direct the disposition and (ii) vote or direct the vote of the 265,568,897 shares of Common Stock the WP X Funds may be deemed to beneficially own (and convert into) as of January 11, 2013.

Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP and the Managing Members and Co−Presidents of WP LLC and may be deemed to control the other Warburg Pincus Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the WP X Funds. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates, other than the WP X Funds, is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act, as amended, or for any other purpose.

(d) Other than as set forth in this Schedule 13D, during the last sixty (60) days there were no transactions in the Common Stock effected by the Warburg Pincus Reporting Persons, nor, to the best of their knowledge, by any of their directors, executive officers, general partners or members.

(e) Not applicable.

(f) Not applicable.

Item 7. Materials to be Filed as Exhibits

Exhibit 24.1 – Power of Attorney of Warburg Pincus & Co., Charles R. Kaye and Joseph P. Landy, dated as of December 12, 2012.

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.

Dated: January 14, 2013	WARBURG PINCUS PRIVATE EQUITY X, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact


Dated: January 14, 2013	WARBURG PINCUS X PARTNERS, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact


Dated: January 14, 2013	WARBURG PINCUS X, L.P.

	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact


Dated: January 14, 2013	WARBURG PINCUS X LLC

	By: Warburg Pincus Partners LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact

Dated: January 14, 2013	WARBURG PINCUS PARTNERS LLC

	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact


Dated: January 14, 2013	WARBURG PINCUS & CO.


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Attorney-in-fact


Dated: January 14, 2013	WARBURG PINCUS LLC


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director


Dated: January 14, 2013	CHARLES R. KAYE


	By:	/s/ Scott A. Arenare
		Scott A. Arenare, Attorney-in-fact


Dated: January 14, 2013	JOSEPH P. LANDY


	By:	/s/ Scott A. Arenare
		Scott A. Arenare, Attorney-in-fact

EX-24.1 2 t8896118b.htm POWER OF ATTORNEY t8896118b.htm

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints each of Scott A. Arenare, Timothy J. Curt and Steven G. Glenn, acting individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in its or his name, place and stead and on the undersigned’s behalf as its or his true and lawful attorney-in-fact to:

(1)

execute and deliver for and on behalf of the undersigned filings, reports and schedules in accordance with Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act (including in each case any amendments, corrections, supplements or other changes thereto), and the rules promulgated under the Exchange Act;

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such filings, reports, schedules and forms (including any amendments, corrections, supplements or other changes thereto) and timely file such with the United States Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall continue in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to the undersigned. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 12th day of December, 2012.

WARBURG PINCUS & CO.

By:	/s/ Charles R. Kaye Charles R. Kaye Managing General Partner

By:	/s/ Joseph P. Landy Joseph P. Landy Managing General Partner

CHARLES R. KAYE

/s/ Charles R. Kaye

JOSEPH P. LANDY

/s/ Joseph P. Landy

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