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. |
CUSIP No. |
448407106 |
13G | Page | 2 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Credit Fund, L.P. |
||||
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 | 1,439,873.6 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,439,873.6 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,439,873.6 (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) | ||||
5.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
448407106 |
13G | Page | 3 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): Silver Lake Financial Associates, L.P. |
||||
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 | 1,439,873.6 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,439,873.6 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,439,873.6 (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) | ||||
5.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
448407106 |
13G | Page | 4 |
of | 10 Pages |
1 | NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): SLFA (GP), 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 | 1,439,873.6 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,439,873.6 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,439,873.6 (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) | ||||
5.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
00 |
CUSIP No. |
448407106 |
13G | Page | 5 |
of | 10 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 | 1,439,873.6 (See Item 4) | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,439,873.6 (See Item 4) | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,439,873.6 (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) | ||||
5.8%* (See Item 4) | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
00 |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
CUSIP No. |
448407106 |
13G | Page | 7 |
of | 10 Pages |
(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. |
(a) | Amount beneficially owned: In the aggregate, the Reporting Persons beneficially own 1,439,873.6 shares of Common Stock, which includes 1,334,418.6 shares of Common Stock underlying convertible notes directly held by the Credit Fund that are currently exercisable and deemed beneficially owned by the Credit 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 Upper GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. | |||
SLG is the managing member of SLF Upper GP and, as such, SLG may be deemed to beneficially own 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. |
CUSIP No. |
448407106 |
13G | Page | 8 |
of | 10 Pages |
(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 23,379,288 shares of Common Stock outstanding as of August 1, 2011 as disclosed in the Companys Quarterly Report on Form 10-Q filed with the Commission on August 3, 2011, and assume, pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, that 1,334,418.6 shares of Common Stock underlying convertible notes held by the Credit 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. |
SILVER LAKE CREDIT FUND, L.P. | ||||||
By: Silver Lake Financial Associates, L.P., its | ||||||
general partner | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SILVER LAKE FINANCIAL ASSOCIATES, L.P. | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SLFA (GP), L.L.C. | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SILVER LAKE GROUP, L.L.C. | ||||||
By: | /s/ Karen M. King | |||||
Name: | ||||||
Title: | Managing Director and Chief Legal Officer |
SILVER LAKE CREDIT FUND, L.P. | ||||||
By: Silver Lake Financial Associates, L.P., its | ||||||
general partner | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SILVER LAKE FINANCIAL ASSOCIATES, L.P. | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SLFA (GP), L.L.C. | ||||||
By: | /s/ Chris Lee | |||||
Name: | ||||||
Title: | Managing Director | |||||
SILVER LAKE GROUP, L.L.C. | ||||||
By: | /s/ Karen M. King | |||||
Name: | ||||||
Title: | Managing Director and Chief Legal Officer |