UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
PHARMANET
DEVELOPMENT GROUP, INC.
|
(Name
of Issuer)
|
|
Common
stock, par value $0.001 per share
|
(Title
of Class of Securities)
|
|
717148100
|
(CUSIP
Number)
|
JLL
PharmaNet Holdings, LLC
c/o
JLL Partners, Inc.
450
Lexington Avenue, 31st Floor
New
York, New York 10017
(212)
286-8600
Attention:
Peter M. Strothman
Copy
to:
Steven
J. Daniels, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square, P.O. Box 636
Wilmington,
Delaware 19899-0636
(302)
651-3000
|
|
(Name,
Address and Telephone Number of Person Authorized
|
to
Receive Notices and Communications)
|
|
March
20, 2009
|
(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.
□
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
PDGI
Holdco, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
PharmaNet Holdings, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Partners Fund VI, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Associates VI, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
JLL
Associates G.P. VI, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paul
S. Levy
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ramsey
A. Frank
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Thomas
S. Taylor
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
SCHEDULE
13D
|
|
CUSIP No.
717148100
|
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Peter
M. Strothman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
⊠
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
19,794,475
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
19,794,475
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,794,475
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
1. Security and Issuer
The class of securities to which this
statement on Schedule 13D (the "Schedule 13D") relates is the common stock, par
value $0.001 per share (the "Common Stock"), of PharmaNet Development Group,
Inc., a Delaware corporation (the "Company"), whose principal executive offices
are located at 504 Carnegie Center, Princeton, New Jersey 08540.
Item
2. Identity and Background
(a) This
Schedule 13D is filed by PDGI Holdco, Inc., a Delaware corporation ("Holdco");
JLL PharmaNet Holdings, LLC, a Delaware limited liability company ("Parent");
JLL Partners Fund VI, L.P., a Delaware limited partnership ("JLL Fund VI"); JLL
Associates VI, L.P., a Delaware limited partnership ("JLL Associates VI") and
the general partner of JLL Fund VI; JLL Associates G.P. VI, L.L.C., a Delaware
limited liability company ("JLL Associates VI G.P.") and the general partner of
JLL Associates VI; Paul S. Levy, the sole member of JLL Associates VI G.P.;
Ramsey A. Frank, a director of Holdco and a manager of Parent; Thomas S. Taylor,
a director of Holdco and a manager of Parent; and Peter M. Strothman, a director
of Holdco and a manager of Parent (Holdco, Parent, JLL Fund VI, JLL Associates
VI, JLL Associates VI G.P.; Mr. Levy; Mr. Frank; Mr. Taylor and Mr.
Strothman collectively being the "Reporting Persons"). Information in
this Schedule 13D with respect to each of the Reporting Persons is given solely
by that particular Reporting Person, and none of the other Reporting Persons has
any responsibility for the accuracy or completeness of information with respect
to any other Reporting Person.
(b) The
business address of each of the Reporting Persons is c/o JLL Partners, Inc., 450
Lexington Avenue, 31st Floor, New York, New York 10017.
(c) The
principal business of Holdco is to acquire, hold, and dispose of securities
issued by the Company, to receive dividends, interest, or other passive income
and gains, and to engage in such other activities as the board of directors
deems necessary and advisable. The principal business of Parent is to
acquire, hold, and dispose of securities issued by Holdco, to receive dividends,
interest, or other passive income and gains, and to engage in such other
activities as the board of managers deems necessary and
advisable. The principal business of JLL Fund VI is to seek long-term
capital appreciation by acquiring, holding, and disposing of controlling and
non-controlling positions in securities, independently or with others, primarily
through leveraged acquisitions, build-ups, recapitalizations, restructurings,
management buyouts and similar transactions, and to engage in such other
activities as the general partner deems necessary and advisable. The
principal business of JLL Associates VI is to act as the general partner, and be
responsible for the business and affairs of JLL Fund VI. The
principal business of JLL Associates VI G.P. is to act as the general partner,
and be responsible for the business and affairs, of JLL Associates
VI. The principal business of Mr. Levy is acting as the sole member
of JLL Associates VI G.P. and serving in similar capacities with certain
affiliates of JLL Fund VI. The principal business of each of Messrs. Frank,
Taylor and Strothman is serving as a director and manager of Holdco and Parent,
respectively, and serving in similar capacities with certain affiliates of JLL
Fund VI.
(d) During
the last five years, none of the Reporting Persons, nor, to the best of their
knowledge, any of the directors, executive officers, control persons, general
partners or members referred to in paragraph (a) above has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons, nor, to the best of their
knowledge, any of the directors, executive officers, control persons, general
partners or members referred to in paragraphs (a) and (d) above has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violations with respect to such laws.
(f) JLL
Fund VI and JLL Associates VI are each limited partnerships organized under the
laws of the State of Delaware. Parent and JLL Associates VI G.P. are
each limited liability companies organized under the laws of the State of
Delaware. Holdco is a corporation incorporated under the laws of the
State of Delaware. Messrs. Levy, Frank, Taylor and
Strothman are citizens of the United States of America.
Item
3. Source and Amount of Funds or Other Consideration
As more fully described in response
to Item 4, Parent, PDGI Acquisition Corp., a Delaware corporation and a former
wholly-owned subsidiary of Holdco ("Purchaser"), and the Company entered into an
Agreement and Plan of Merger , dated as of February 3, 2009 (the “Merger
Agreement”), as more fully described in Item 4, pursuant to which Parent,
through Purchaser, commenced an offer to purchase all of the outstanding shares
of Common Stock of the Company, including the associated rights to purchase
Series A Junior Participating Preferred Stock, par value $0.10 per share
(collectively with the Common Stock, the "Shares"), at a purchase price of $5.00
per Share net to the seller in cash, without interest and less any applicable
withholding taxes (the "Offer Price") upon the terms and subject to the
conditions set forth in the Offer to Purchase (together with any amendments or
supplements thereto, the "Offer to Purchase") and in the related Letter of
Transmittal (together with any amendments or supplements thereto, the "Letter of
Transmittal" and together with the Offer to Purchase, the "Offer") which are
annexed to, and filed with, the Tender Offer Statement on Schedule TO, filed
with the Securities and Exchange Commission (the "SEC") on February 12, 2009 by
Parent, Purchaser, JLL Partners Fund V, L.P., a Delaware limited liability
partnership and an affiliate of JLL Fund VI that did not acquire beneficial
ownership of any Shares (“JLL Fund V” and, together with JLL Fund VI, the
“Sponsors”), and JLL Fund VI, as Exhibits (a)(1)(A) and (a)(1)(B),
respectively. The Offer expired on March 19, 2009 (the "Expiration
Date") and on March 20, 2009 Purchaser accepted 17,876,946 Shares and commenced
a subsequent offering period, which expired at 5:00 p.m., New York City time, on
March 27, 2009. On March 30, 2009, prior to the filing of the
Schedule 13D, Holdco effected a merger of Purchaser with and into the Company
(the "Merger"), with the Company as the surviving corporation. Parent
obtained the funds used to acquire the Shares in the Offer and to complete the
Merger pursuant to an equity commitment letter delivered by the Sponsors to
Parent in connection with the execution of the Merger Agreement whereby the
Sponsors agreed to purchase equity securities of
Parent,
the proceeds of which were used by Parent to pay the consideration payable
to the Company’s stockholders in the Offer and the Merger. Pursuant
to the terms of this equity commitment letter, the Sponsors had the right to
elect to have one or the other Sponsor fund the full amount of the capital
commitment. The Sponsors elected to have JLL Fund VI provide the full
amount of capital required to be funded under the equity commitment letter, and
accordingly JLL Fund VI was the exclusive source of the funds used to acquire
the Shares in the Offer and to complete the Merger.
As of the date of this Schedule 13D,
Parent may be deemed to be the indirect beneficial owner of 19,794,475 Shares
and Holdco is the direct record owner of 19,794,475 Shares. A copy of
the Merger Agreement is incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by the Company with the SEC on February 3,
2009.
Item
4. Purpose of Transaction
The purchases by Parent through
Purchaser of the Shares pursuant to the Offer were effected because of the
belief that the Company represents an attractive investment based on the
Company’s business prospects and strategy. Holdco holds, and the
Reporting Persons beneficially own, the Shares as an investment.
(a)-(b)
The Offer was made in connection with
the Merger Agreement. There was no financing condition to the
Offer. The Offer was conditioned on, among other things, there being
validly tendered in the Offer and not properly withdrawn prior to the Expiration
Date that number of shares of Common Stock which, together with the number of
shares of Common Stock (if any) then owned of record by Parent or Purchaser or
with respect to which Parent or Purchaser otherwise had, directly or indirectly,
sole voting power, represented at least a majority of the shares of Common Stock
outstanding (determined on a fully diluted basis) at the Expiration Date (the
"Minimum Condition"). The Offer was also subject to the satisfaction
of certain other conditions, including, among other conditions (i) the
expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Condition"), (ii) since February 3, 2009, no fact, circumstance, event, change,
effect or occurrence having occurred which has had or would reasonably be
expected to have, individually or in the aggregate, a material adverse effect on
the Company and (iii) satisfaction of certain other conditions as set forth in
the Offer to Purchase in Section 13 – "
Conditions of the
Offer
." On February 17, 2009, Parent and the Company were
notified by the Premerger Notification Office of the Federal Trade Commission
that early termination of the HSR waiting period had been granted with respect
to the Offer and the Merger, and that such waiting period has
terminated. Accordingly, the HSR Condition was
satisfied. On March 19, 2009, 17,876,946 Shares (in addition
to 4,636,682 Shares delivered through notices of guaranteed delivery) were
validly tendered in the Offer and not properly withdrawn prior to the Expiration
Date, representing 90.3% of shares of Common Stock outstanding at the Expiration
Date. Accordingly, the Minimum Condition was satisfied. As
of the Expiration Date, all other conditions to the Offer were
satisfied.
Pursuant to the Merger
Agreement, at the effective time (the "Effective Time"), Purchaser was merged
with and into the Company (the "Merger"). Following the Merger, the
separate corporate existence of Purchaser ceased and the Company continued as
the surviving corporation (the "Surviving Corporation") and a wholly owned
subsidiary of Holdco. Pursuant to the Merger Agreement, at the
Effective Time, each share of Common Stock of the Company issued and outstanding
immediately prior to the Effective Time (other than Shares owned by Parent,
Purchaser or the Company or any of their respective subsidiaries, and Shares
held by dissenting stockholders who properly exercise appraisal rights), was
converted into the right to receive $5.00 in cash. The consummation
of the Merger at the Effective Time was subject to the satisfaction or waiver of
certain closing conditions as set forth in Article VI of the Merger Agreement,
all of which were satisfied as of the Effective Time.
(c) As
of the date of this Schedule 13D, there are no current plans or proposals of the
Reporting Persons that relate to or would result in a sale or transfer of a
material amount of assets of the Company or any of its
subsidiaries.
(d) As
of the date of this Schedule 13D, there are no current plans or proposals of the
Reporting Persons that relate to or would result in any change in the present
board of directors (the "Board of Directors") or management of the Company,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Board of Directors, except that, pursuant to
the Merger Agreement and effective upon the Expiration Date, Parent was entitled
to elect or designate such number of directors, rounded up to the next whole
number, on the Board of Directors as is equal to the product of the total number
of directors on the Board of Directors (giving effect to the directors elected
or designated by Parent pursuant to this sentence) multiplied by the percentage
that the aggregate number of shares beneficially owned by Parent, Purchaser or
any of their respective Affiliates (as defined in the Merger Agreement) bears to
the total number of shares of Common Stock then outstanding. As
disclosed in the Current Report on Form 8-K filed with the SEC by the Company on
March 24, 2009, on March 23, 2009, Messrs. Rolf A. Classon, Lewis R. Elias,
M.D., Arnold Golieb, David M. Olivier and Per Wold-Olson resigned from the Board
of Directors of the Company and Parent exercised its director designation right
and designated Messrs. Levy, Frank, Taylor and Strothman as members of the
Company's Board of Directors, joining the incumbent directors Jeffrey P.
McMullen and Peter G. Tombros. Upon the Effective Time, the members
of the Board of Directors of the Company were Messrs. Levy, Frank, Taylor and
Strothman.
(e) As
sole stockholder of the Company, Holdco may, in its sole discretion, make
material changes in the present capitalization or dividend policy of the
Company.
Pursuant to the Indenture, dated as
of August 11, 2004 (the "Indenture"), between the Company (f/k/a SFBC
International, Inc.) and U.S. Bank Corporate Trust Administration (successor in
interest to Wachovia Bank, National Association), as trustee (the "Trustee"),
relating to the Company's 2.25% Convertible Senior Notes due 2024 (the "Notes"),
the Offer and the Merger constitute a Fundamental Change (as defined in the
Indenture) pursuant to which holders of Notes may exercise a Fundamental Change
Repurchase Right (as defined in the Indenture). In the event of
a
Fundamental Change, subject to and upon compliance with the provisions of
Article X of the Indenture, holders of Notes may exercise conversion rights
prior to the Maturity Date (as defined in the Indenture). However, in
accordance with Section 10.12 of the Indenture, from and after the Effective
Time of the Merger, Notes surrendered for conversion can be converted solely
into cash, without interest and subject to any withholding taxes, and will not
be converted into any shares of Common Stock. From and after the
Effective Time, each $1,000 aggregate principal amount of Notes surrendered for
conversion will be convertible only into an amount of cash equal to the product
of (x) $5.00 and (y) the Conversion Rate (as defined in the Indenture) in effect
immediately prior to the Effective Time.
(f) As
of the date of this Schedule 13D, there are no current plans or proposals of the
Reporting Persons that relate to or would result in any other material change in
the Company’s business or corporate structure.
(g) Pursuant
to the Merger Agreement, at the Effective Time, the Company's Certificate of
Incorporation, as amended and as in effect immediately prior to the Effective
Time, was amended and restated in its entirety as of the Effective Time to read
as the certificate of incorporation of Purchaser in effect immediately prior to
the Effective Time, and, as so amended, became the certificate of incorporation
of the Surviving Corporation and the by-laws of Purchaser in effect immediately
prior to the Effective Time became the by-laws of the Surviving
Corporation.
(h)-(i)
As a result of the Merger, the
Company became a wholly owned subsidiary of Holdco, Parent will seek to cause
the Shares to be removed from listing on Nasdaq and the Shares are eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange
Act. Parent intends to cause the Company to terminate the
registration of the Shares under the Exchange Act as soon as the requirements
for termination of registration are met.
(j) As
of the date of this Schedule 13D, there are no current plans or proposals of the
Reporting Persons that relate to or would result in any action similar to any of
those enumerated above.
Item
5. Interest in Securities of the Issuer
1
(a) (i)
Holdco is the direct record owner of 19,794,475 Shares, which represent 100% of
the outstanding Shares.
(ii) By virtue of its position as sole
stockholder of Holdco, Parent may be deemed to be the beneficial owner of
19,794,475 Shares, which represent 100% of the outstanding Shares.
______________________
1
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Calculation of beneficial
ownership is based on 19,794,475 Shares outstanding as of March 27, 2009
as reported by the American Stock Transfer & Trust Company, the
depositary agent for the
Offer.
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(iii) By virtue of its position as a
member of Parent, JLL Fund VI may be deemed to be the beneficial owner of
19,794,475 Shares, which represent 100% of the outstanding Shares.
(iv) By virtue of its position as the
general partner of JLL Fund VI, JLL Associates VI may be deemed to be the
beneficial owner of 19,794,475 Shares, which represent 100% of the outstanding
Shares.
(v) By virtue of its position as the
general partner of JLL Associates VI, JLL Associates VI G.P. may be deemed to be
the beneficial owner of 19,794,475 Shares, which represent 100% of the
outstanding Shares.
(vi) By virtue of his position as the
sole managing member of JLL Associates VI G.P., Mr. Levy may be deemed to be the
beneficial owner of 19,794,475 Shares, which represent 100% of the outstanding
Shares.
(vii) By virtue of his position as a
director of Holdco and a manager of Parent, Mr. Frank may be deemed to be the
beneficial owner of 19,794,475 Shares, which represent 100% of the outstanding
Shares.
(viii) By virtue of his position as a
director of Holdco and a manager of Parent, Mr. Taylor may be deemed to be the
beneficial owner of 19,794,475 Shares, which represent 100% of the outstanding
Shares.
(ix) By virtue of his position as a
director of Holdco and a manager of Parent, Mr. Strothman may be deemed to be
the beneficial owner of 19,794,475 Shares, which represent 100% of the
outstanding Shares.
(b) Each
of the Reporting Persons shares the power to vote or direct the vote and to
dispose or direct the disposition of 19,794,475 Shares.
(c) Other
than the Offer described in Items 3 and 4, no other transactions in Shares were
effected by the Reporting Persons during the sixty days before the date of this
Schedule 13D.
(d) Not
applicable.
(e) Not
applicable.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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The
responses to Item 2, Item 3, and Item 4 are incorporated herein by
reference. Except for the equity commitment letter delivered by the
Sponsors to Parent as described in Item 3 or as otherwise set forth in this
Schedule 13D, none of the Reporting Persons has any contracts, arrangements,
understandings, or relationships (legal or otherwise) with each other or with
any person with respect to any securities of the Company, including, but not
limited to, the transfer of any of the Shares owned
by
Parent or Purchaser, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the
giving or withholding of proxies.
Item
7. Material to Be Filed as Exhibits
Agreement
and Plan of Merger, dated as of February 3, 2009, by and among Parent, Purchaser
and the Company (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company with the SEC on February 3, 2009).
SIGNATURES
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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PDGI
HOLDCO, INC.
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/s/ Paul
S. Levy
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Paul
S. Levy, President
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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JLL
PHARMANET HOLDINGS, LLC
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/s/ Paul
S. Levy
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Paul
S. Levy, President
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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JLL
PARTNERS FUND VI, L.P.
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By
its General Partner, JLL Associates VI, L.P.
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By
its General Partner, JLL Associates G.P. VI, L.L.C.
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|
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/s/ Paul
S. Levy
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Paul
S. Levy, as Managing Member of JLL Associates G.P. VI,
L.L.C.
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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JLL
ASSOCIATES VI, L.P.
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By
its General Partner, JLL Associates G.P. VI, L.L.C.
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|
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/s/ Paul
S. Levy
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Paul
S. Levy, as Managing Member of JLL Associates G.P. VI,
L.L.C.
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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JLL
ASSOCIATES G.P. VI, L.L.C.
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/s/ Paul
S. Levy
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Paul
S. Levy, as Managing Member
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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/s/ Paul
S. Levy
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Paul
S. Levy
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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/s/ Ramsey
A. Frank
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Ramsey
A. Frank
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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/s/ Thomas
S. Taylor
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Thomas
S. Taylor
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After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated:
March 30, 2009
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/s/ Peter
M. Strothman
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Peter
M. Strothman
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20