0000902664-21-000112.txt : 20210108 0000902664-21-000112.hdr.sgml : 20210108 20210108165522 ACCESSION NUMBER: 0000902664-21-000112 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210108 DATE AS OF CHANGE: 20210108 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STARBOARD VALUE ACQUISITION CORP. CENTRAL INDEX KEY: 0001794905 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91680 FILM NUMBER: 21518137 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128457977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empyrean Capital Partners, LP CENTRAL INDEX KEY: 0001317195 IRS NUMBER: 522403815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310)843-9900 MAIL ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 p20-2231sc13g.htm STARBOARD VALUE ACQUISITION CORP.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

Starboard Value Acquisition Corp.

(Name of Issuer)
 

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)
 

85521J109

(CUSIP Number)
 

December 29, 2020

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 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 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. 85521J10913GPage 2 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empyrean Capital Overseas Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,149,134

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,149,134

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,149,134

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

CO

         

 

 

CUSIP No. 85521J10913GPage 3 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Empyrean Capital Partners, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,149,134

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,149,134

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,149,134

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 85521J10913GPage 4 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Amos Meron

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨

(b)  ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

2,149,134

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,149,134

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,149,134

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.3%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 85521J10913GPage 5 of 9 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Starboard Value Acquisition Corp. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 777 Third Avenue, 18th Floor, New York, NY 10017.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:
   
  (i) Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Class A Common Stock (as defined in Item 2(d)) directly held by it;
   
  (ii) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to ECOMF with respect to the Class A Common Stock directly held by ECOMF;
   
  (iii) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Class A Common Stock directly held by ECOMF.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
   
  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Class A Common Stock owned by another Reporting Person.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

 

Item 2(c). CITIZENSHIP:

 

  ECOMF - a Cayman Island exempted company
  ECP - a Delaware limited partnership
  Amos Meron - United States

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A common stock, $0.0001 par value per share (the "Class A Common Stock")

 

 

CUSIP No. 85521J10913GPage 6 of 9 Pages

 

Item 2(e). CUSIP NUMBER:
   
  85521J109

 

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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

§ 240.13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

§ 240.13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please

specify the type of institution: ___________________________________________

   

 

Item 4. OWNERSHIP.

 

    The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
     
    The percentages used in this Schedule 13G are calculated based upon 40,423,453 shares of Class A Common Stock outstanding as of November 16, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 filed with the Securities and Exchange Commission on November 16, 2020.
     

 

 

CUSIP No. 85521J10913GPage 7 of 9 Pages

 

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.

 

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.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.
   
  Not applicable.

 

 

CUSIP No. 85521J10913GPage 8 of 9 Pages

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 8, 2021

 

  EMPYREAN CAPITAL PARTNERS, LP
   
  By: /s/ C. Martin Meekins
  Name: C. Martin Meekins
  Title: Chief Operating Officer
   
  EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD.
   
  By: Empyrean Capital Partners, LP,
    its Investment Manager
     
  By: /s/ C. Martin Meekins
  Name: C. Martin Meekins
  Title: Chief Operating Officer
     
  /s/ Amos Meron
  AMOS MERON

 

 

 

CUSIP No. 85521J10913GPage 9 of 9 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: January 8, 2021

 

  EMPYREAN CAPITAL PARTNERS, LP
   
  By: /s/ C. Martin Meekins
  Name: C. Martin Meekins
  Title: Chief Operating Officer
   
  EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD.
   
  By: Empyrean Capital Partners, LP,
    its Investment Manager
     
  By: /s/ C. Martin Meekins
  Name: C. Martin Meekins
  Title: Chief Operating Officer
     
  /s/ Amos Meron
  AMOS MERON