0000899243-17-017774.txt : 20170705 0000899243-17-017774.hdr.sgml : 20170705 20170705161635 ACCESSION NUMBER: 0000899243-17-017774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170705 DATE AS OF CHANGE: 20170705 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EMISPHERE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000805326 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133306985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 BUSINESS PHONE: 973-532-8000 MAIL ADDRESS: STREET 1: 240 CEDAR KNOLLS RD. STREET 2: SUITE 200 CITY: CEDAR KNOLLS STATE: NJ ZIP: 07927 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL TECHNOLOGIES ASSOCIATES INC DATE OF NAME CHANGE: 19920128 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Holdings LLC CENTRAL INDEX KEY: 0001552702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948243 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Advisors II LLC CENTRAL INDEX KEY: 0001301392 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948247 BUSINESS ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-728-5977 MAIL ADDRESS: STREET 1: C/O O'MELVENY & MYERS LLP STREET 2: TIMES SQUARE TOWER, 7 TIMES SQUARE CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners IIA LP CENTRAL INDEX KEY: 0001301390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948248 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Institutional Partners II LP CENTRAL INDEX KEY: 0001301391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948249 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-872-1000 MAIL ADDRESS: STREET 1: C/O AKIN GUMP STRAUSS HAUER & FELD LLP STREET 2: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RACHESKY MARK H MD CENTRAL INDEX KEY: 0001194368 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948252 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR Capital Partners Master Account LP CENTRAL INDEX KEY: 0001354805 STATE OF INCORPORATION: 1A FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948251 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 262-0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHRC LLC CENTRAL INDEX KEY: 0001566395 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948246 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR ADVISORS LLC CENTRAL INDEX KEY: 0001284082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948250 BUSINESS ADDRESS: STREET 1: C/O AKIN GUMP ET AL STREET 2: 590 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128721000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHRC II LLC CENTRAL INDEX KEY: 0001566450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948245 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MHR FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001277742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17758 FILM NUMBER: 17948244 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212.262.0005 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS, STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER NAME: FORMER CONFORMED NAME: SEEMORE ADVISORS LLC DATE OF NAME CHANGE: 20040128 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-30 0 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 1 0 1 0 0001354805 MHR Capital Partners Master Account LP 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001284082 MHR ADVISORS LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001301391 MHR Institutional Partners II LP 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001301390 MHR Institutional Partners IIA LP 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001566395 MHRC LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001566450 MHRC II LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 0001552702 MHR Holdings LLC 1345 AVENUE OF THE AMERICAS 42ND FLOOR NEW YORK NY 10105 0 0 1 0 Convertible Note 1.25 2017-06-30 4 J 0 712319.00 A 2022-03-31 Common Stock 569855 11378003.00 I See Footnotes Convertible Note 1.25 2017-06-30 4 J 0 97411.00 A 2022-03-31 Common Stock 77928 1555964.00 I See Footnotes Convertible Note 1.25 2017-06-30 4 J 0 775061.00 A 2022-03-31 Common Stock 620048 12380197.00 I See Footnotes Convertible Note 1.25 2017-06-30 4 J 0 1952616.00 A 2022-03-31 Common Stock 1562092 31189495.00 I See Footnotes Bridge Note 0.50 2017-06-30 4 J 0 42383.00 A 2022-03-31 Common Stock 84766 673400.00 I See Footnotes Bridge Note 0.50 2017-06-30 4 J 0 5638.00 A 2022-03-31 Common Stock 11276 89578.00 I See Footnotes Bridge Note 0.50 2017-06-30 4 J 0 32388.00 A 2022-03-31 Common Stock 64776 514598.00 I See Footnotes Bridge Note 0.50 2017-06-30 4 J 0 81596.00 A 2022-03-31 Common Stock 163192 1296428.00 I See Footnotes Reimbursement Notes 0.50 2017-06-30 4 J 0 8625.00 A Common Stock 17250 176623.00 I See Footnotes Reimbursement Notes 0.50 2017-06-30 4 J 0 1202.00 A Common Stock 2404 24606.00 I See Footnotes Reimbursement Notes 0.50 2017-06-30 4 J 0 9398.00 A Common Stock 18796 192441.00 I See Footnotes Reimbursement Notes 0.50 2017-06-30 4 J 0 23688.00 A Common Stock 47376 485057.00 I See Footnotes The Reporting Persons hold Amended and Restated 13% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes"), Amended and Restated 13% Senior Secured Promissory Notes of the Issuer (the "Bridge Notes") and Amended and Restated 10% Senior Secured Reimbursement Notes of the Issuer (the "Reimbursement Notes"). The Convertible Notes, Bridge Notes and Reimbursement Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock"). Interest on the Convertible Notes, the Bridge Notes and Reimbursement Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes, Bridge Notes and Reimbursement Notes respectively. (Continued to Footnote 2) (Continued from Footnote 1) This Form 4 is being filed to report the receipt of additional Convertible Notes, Bridge Notes and Reimbursement Notes as paid-in-kind interest on the Convertible Notes, Bridge Notes and Reimbursement Notes, respectively, already held by the Reporting Persons. These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("Fund Management") has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Master Account. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management. (Continued in footnote 4) (Continued from footnote 3) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Capital Partners (100). (Continued in footnote 6) (Continued from footnote 5) Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners II. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Institutional Partners II. (Continued in Footnote 8) (continued from footnote 7) Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners IIA. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. (Continued in footnote 10) (continued from footnote 9) Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. The Convertible Notes, Reimbursement Notes and Bridge Notes are convertible into Common Stock at any time upon the option of the holder. The Reimbursement Notes mature on the earlier of (a) March 31, 2022 and (b) immediately prior to the time that any amounts outstanding are paid under that certain senior secured loan facility, dated August 20, 2014, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA. /s/ Janet Yeung, Attorney in Fact 2017-07-05 EX-99 2 attachment1.htm EX-99 DOCUMENT

                                                                      Exhibit 99
MHR CAPITAL PARTNERS MASTER ACCOUNT LP

By: MHR Advisors LLC,
its General Partner

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR ADVISORS LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR INSTITUTIONAL PARTNERS II LP

By: MHR Institutional Advisors II LLC,
its General Partner

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR INSTITUTIONAL PARTNERS IIA LP

By: MHR Institutional Advisors II LLC,
its General Partner

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR INSTITUTIONAL ADVISORS II LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHRC LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHRC II LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR FUND MANAGEMENT LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105

MHR HOLDINGS LLC

By:      /s/ Janet Yeung
         -------------------
         Name: Janet Yeung
         Title: Authorized Signatory

Address: 1345 AVENUE OF THE AMERICAS,
         42ND FLOOR
         NEW YORK, NY 10105