UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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. |
739363109 |
13G | Page | 2 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Credit Fund, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,036,485.04 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
13,036,485.04 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,036,485.04 (See Item 4) | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
739363109 |
13G | Page | 3 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Financial Associates, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,036,485.04 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
13,036,485.04 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,036,485.04 (See Item 4) | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
739363109 |
13G | Page | 4 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): SLFA (GP), L.L.C. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,036,485.04 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
13,036,485.04 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,036,485.04 (See Item 4) | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
7.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
739363109 |
13G | Page | 5 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): SL Capital Appreciation Fund, L.L.C. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 946,798.53 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
946,798.53 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
946,798.53 (See Item 4) | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0.6%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
739363109 |
13G | Page | 6 |
of | 14 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Group, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 13,983,283.57 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH | 8 | SHARED DISPOSITIVE POWER | |||
13,983,283.57 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
13,983,283.57 (See Item 4) | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.4%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Item 1(a) | Name of Issuer: |
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Powerwave Technologies, Inc. (the Company). |
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Item 1(b) | Address of Issuers Principal Executive Offices: |
|
The Companys principal executive offices are at 1801 E. St. Andrew Place, Santa
Ana, CA 92705. |
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Item 2(a) | Name of Person Filing: |
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This Schedule 13G is being jointly filed by each of the following persons pursuant
to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Exchange Act: Silver Lake Credit Fund, L.P. (the Credit Fund),
Silver Lake Financial Associates, L.P. (SLF Lower GP), SLFA (GP), L.L.C. (SLF
Upper GP), SL Capital Appreciation Fund, L.L.C. (the Cap Appreciation Fund) and
Silver Lake Group, L.L.C. (SLG) (collectively, the Reporting Persons). |
||
The Reporting Persons have entered into a Joint Filing Agreement, dated August 29,
2011, a copy of which is attached as Exhibit A to this Statement, pursuant
to which the Reporting Persons agreed to file this Schedule 13G and any amendments
thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the
Exchange Act. |
||
Item 2(b) | Address of Principal Business Office or, if none, Residence: |
|
The address of the principal business office of the Cap Appreciation Fund and SLG is
c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025. |
||
The address of the principal business office of the Credit Fund, SLF Lower GP and
SLF Upper GP is c/o Silver Lake, One Market Plaza, Steuart Tower, 10th
Floor, Suite 1000, San Francisco, CA 94105. |
||
Item 2(c) | Citizenship: |
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Each Reporting Person is organized under the laws of the State of Delaware. |
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Item 2(d) | Title of Class of Securities: |
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Common Stock, par value $0.0001 per share (the Common Stock) |
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Item 2(e) | CUSIP Number: |
|
739363109 |
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Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
CUSIP No. 739363109 |
13G | Page 8 |
of | 14 Pages |
(a)
|
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g)
|
o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
(h)
|
o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j)
|
o | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
(k)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
Not applicable. |
Item 4
|
Ownership: |
(a) | Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 13,983,283.57 shares of Common Stock, which represents (a) 13,036,485.04 shares of Common Stock directly held by the Credit Fund, including 8,568,492.04 shares of Common Stock underlying convertible notes that are currently exercisable and deemed beneficially owned by the Credit Fund pursuant to Rule 13d-3(d)(1) under the Exchange Act, and (b) 946,798.53 shares of Common Stock directly held by the Cap Appreciation Fund, including 358,563.53 shares of Common Stock underlying convertible notes that are currently exercisable and deemed beneficially owned by the Cap Appreciation Fund pursuant to Rule 13d-3(d)(1) under the Exchange Act. | ||
SLF Lower GP is the general partner of the Credit Fund, and SLF Upper GP is the general partner of SLF Lower GP. As such, each of SLF Lower GP and SLF Upper GP may be deemed to beneficially own the shares of Common Stock directly owned by the Credit Fund. However, each of SLF Lower GP and SLF |
CUSIP No. 739363109 |
13G | Page
9 |
of | 14 Pages |
Upper GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. | |||
SLG is the managing member of each of the Cap Appreciation Fund and SLF Upper GP. As such, SLG may be deemed to beneficially own the shares of Common Stock directly owned by the Cap Appreciation Fund and the shares of Common Stock that may be deemed to be beneficially owned by SLF Upper GP. However, SLG disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. | |||
(b) | Percent of class: See Row 11 of the cover pages hereto for the percentage of outstanding Common Stock owned by each Reporting Person. | ||
The percentages contained in this Schedule 13G are based upon 158,343,298 shares of Common Stock outstanding as of August 3, 2011 as disclosed in the Companys Quarterly Report on Form 10-Q filed with the Commission on August 10, 2011, and assume, pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, that (A) in the case of the Credit Fund, SLF Lower GP and SLF Upper GP, the shares of Common Stock underlying the convertible notes held by the Credit Fund are deemed outstanding, (B) in the case of the Cap Appreciation Fund, the shares of Common Stock underlying the convertible notes held by the Cap Appreciation Fund are deemed outstanding and (C) in the case of SLG, the shares of Common Stock underlying the convertible notes held by both the Credit Fund and the Cap Appreciation Fund are deemed outstanding. | |||
(c) | Number of shares as to which such person has: |
(i) | sole power to vote or to direct the vote: See Item 5 on the cover pages hereto. | ||
(ii) | shared power to vote or to direct the vote: See Item 6 on the cover pages hereto. | ||
(iii) | sole power to dispose or to direct the disposition of: See Item 7 on the cover pages hereto. | ||
(iv) | shared power to dispose or to direct the disposition of: See Item 8 on the cover pages hereto. |
Item 5
|
Ownership of Five Percent or Less of a Class: | |
Not Applicable. | ||
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person: | |
Not Applicable. |
CUSIP No. 739363109 |
13G | Page
10 |
of | 14 Pages |
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: | |
Not Applicable. | ||
Item 8
|
Identification and Classification of Members of the Group: | |
See Exhibit A attached hereto. | ||
Item 9
|
Notice of Dissolution of Group: | |
Not Applicable. | ||
Item 10
|
Certification: | |
Not Applicable. |
SILVER LAKE CREDIT FUND, L.P. By: Silver Lake Financial Associates, L.P., its general partner |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SILVER LAKE FINANCIAL ASSOCIATES, L.P. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SLFA (GP), L.L.C. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SL CAPITAL APPRECIATION FUND, L.L.C. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director |
SILVER LAKE GROUP, L.L.C. |
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By: | /s/ Karen M. King | |||
Name: | Karen M. King | |||
Title: | Managing Director and Chief Legal Officer |
SILVER LAKE CREDIT FUND, L.P. By: Silver Lake Financial Associates, L.P., its general partner |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SILVER LAKE FINANCIAL ASSOCIATES, L.P. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SLFA (GP), L.L.C. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director | |||
SL CAPITAL APPRECIATION FUND, L.L.C. |
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By: | /s/ Chris Lee | |||
Name: | Chris Lee | |||
Title: | Managing Director |
SILVER LAKE GROUP, L.L.C. |
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By: | /s/ Karen M. King | |||
Name: | Karen M. King | |||
Title: | Managing Director and Chief Legal Officer | |||