SEC Form SC 13D filed by Universal Stainless & Alloy Products Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Universal Stainless & Alloy Products, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

913837100

(CUSIP Number of Class of Securities)

David J. Snyderman

Magnetar Capital LLC

1603 Orrington Ave.

Evanston, Illinois 60201

(847) 905-4400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 5, 2024

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

This Schedule 13D (this “Statement”) relates to the Common Stock, $0.01 par value (the “Shares”), of UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company is 600 Mayer Street, Bridgeville, Pennsylvania 15017.

(a)            The persons filing this Statement are Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and David J. Snyderman (“Mr. Snyderman”) (collectively, the “Reporting Persons”).

This Statement relates to Shares held for the accounts of each of (i)  Magnetar PRA Master Fund Ltd (“PRA Master Fund”); (ii) Magnetar Systematic Multi-Strategy Master Fund Ltd, (“Systematic Master Fund”); (iii) Magnetar Relative Value Master Fund Ltd, (“Relative Value Master Fund”); all Cayman Islands exempted companies and (iv) one Managed Account for the client of Magnetar Asset Management LLC (“the Managed Account”), collectively (the “Funds”).

Magnetar Financial is a Securities and Exchange Commission (“SEC”) registered investment adviser under Section 203 of the Investment Advisers Act of 1940, as amended, and manager of investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.

Magnetar Asset Management LLC (“Magnetar Asset Management”) is an SEC registered investment adviser and an affiliate of Magnetar Financial. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Asset Management.

(b)            The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13^th Floor, Evanston, Illinois 60201.

(c)            Each of the Funds is a private investment fund; Magnetar Financial is a privately-held SEC registered investment adviser and manager of investment funds and managed accounts; Magnetar Capital Partners is a privately-held limited partnership and serves as the sole member and parent holding company of Magnetar Financial; Supernova Management is a privately-held limited liability company and is the general partner of Magnetar Capital Partners; and Mr. Snyderman is a citizen of the United States of America, manager of Supernova Management and Chief Executive Officer of Magnetar Financial.

(d)            None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)            Magnetar Financial is a Delaware limited liability company. Magnetar Capital Partners is a Delaware limited partnership. Supernova Management is a Delaware limited liability company. Mr. Snyderman is a citizen of the United States of America.

The aggregate amount of funds used by the Reporting Persons in purchasing the 557,729 Shares reported herein on behalf of the Funds have come directly from the assets of the Funds, which may at any given time, have included margin loans made by brokerage firms in the ordinary course of business. The aggregate amount of funds used by the Reporting Persons in purchasing the Shares on behalf of the Funds was $24,449,969.07 (excluding commissions and other execution-related costs).

The Reporting Persons acquired the 557,729 Shares reported herein on behalf of the Funds after the public announcement of the Merger Agreement (as defined below) for purposes of receiving the merger consideration described below upon consummation of the Merger (as described below).

Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of the Shares and/or other securities reported in this Statement, or to change their intention with respect to any or all of the matters referred to in this Item 4.

Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

The Company reported in their Merger Agreement filed October 17, 2024 and 9,310,069 shares were outstanding as of October 21, 2024.

(a)            As of the close of business November 11, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 557,729 Shares, which consisted of (i) 364,203 Shares held for the benefit of PRA Master Fund and (ii)  137,452 Shares held for the benefit of Systematic Master Fund, and (iii) 29,172 Shares held for the benefit of Relative Value Master Fund, and (iv) 26,902 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 5.99% of the Shares.

(b)            As of the close of business November 11, 2024, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 557,729 Shares, which consisted of (i) 364,203 Shares held for the benefit of PRA Master Fund, (ii) 137,452 Shares held for the benefit of Systematic Master Fund, (iii) 29,172 Shares held for the benefit of Relative Value Master Fund, and (iv) 26,902 Shares held for the benefit of the Managed Account, and all such Shares represented beneficial ownership of approximately 5.99% of the Shares.

(c)            Except as set forth on Schedule A attached hereto and Item 6, the Funds had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Funds. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the NASDAQ and various other trading markets.

As disclosed by the Company in the Preliminary Proxy Statement with the SEC on October 17, 2024:

Merger Agreement

Effects of the Merger on our Common Stock; Merger Consideration

On October 17, 2024 the Company announced that it entered into the Merger Agreement and the Guarantee Agreement, pursuant to which the Company will be acquired by Aperam S.A., a leader in stainless steel, specialty steel solutions and recycling headquartered in Luxembourg. The transaction was unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2025, subject to satisfaction of customary closing conditions, including receipt of regulatory approval and adoption of the Merger Agreement by a majority of all outstanding shares of Universal common stock held by Universal stockholders at a Special Meeting to be scheduled in due course. Costs incurred related to the transaction were expensed as incurred, and the Consolidated Statements of Operations for the three months ended September 30, 2024 included $0.6 million of such costs within Selling, general and administrative expenses.

(d)            No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares that are beneficially owned by the Reporting Persons.

Item 6.                  contracts, arrangements, understandings or relationships with respect to the securities of the issuer

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.

Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

SIGNATURE

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:  November 12, 2024

SCHEDULE A

Funds

(1) Excludes commissions and other execution-related costs.

(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

(3) Reflects a weighted average purchase price of $44.059574 per share, at prices ranging from $43.72 to $44.21 per share.

(4) Reflects a weighted average purchase price of $43.790690 per share, at prices ranging from $43.61 to $44.20 per share.

(5) Reflects a weighted average purchase price of $43.560493 per share, at prices ranging from $43.28 to $43.80 per share.

(6) Reflects a weighted average purchase price of $43.584296 per share, at prices ranging from $43.42 to $43.80 per share.

(7) Reflects a weighted average purchase price of $43.588732 per share, at prices ranging from $43.06 to $44.00 per share.

(8) Reflects a weighted average purchase price of $43.703830 per share, at prices ranging from $43.63 to $43.82 per share.

(9) Reflects a weighted average purchase price of $43.793450 per share, at prices ranging from $43.63 to $44.20 per share.

(10) Reflects a weighted average purchase price of $43.832080 per share, at prices ranging from $43.64 to $44.20 per share.

(11) Reflects a weighted average purchase price of $43.852344 per share, at prices ranging from $43.65 to $44.13 per share.

(12) Reflects a weighted average purchase price of $44.003973 per share, at prices ranging from $43.73 to $44.20 per share.

(13) Reflects a weighted average purchase price of $43.910449 per share, at prices ranging from $43.72 to $44.20 per share.

(14) Reflects a weighted average purchase price of $43.886926 per share, at prices ranging from $43.64 to $44.03 per share.

(15) Reflects a weighted average purchase price of $44.109325 per share, at prices ranging from $43.70 to $44.20 per share.

(16) Reflects a weighted average purchase price of $44.101944 per share, at prices ranging from $43.92 to $44.22 per share.

(17) Reflects a weighted average purchase price of $44.089788 per share, at prices ranging from $44.03 to $44.22 per share.

(18) Reflects a weighted average purchase price of $44.012676 per share, at prices ranging from $43.88 to $44.22 per share.

(19) Reflects a weighted average purchase price of $43.922299 per share, at prices ranging from $43.88 to $44.01 per share.

(20) Reflects a weighted average purchase price of $43.985665 per share, at prices ranging from $43.81 to $44.04 per share.

SCHEDULE A

Funds

(1) Excludes commissions and other execution-related costs.

(2) Upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares bought or sold (as the case may be) at each separate price will be provided.

(3) Reflects a weighted average purchase price of $43.585000 per share, at prices ranging from $43.53 to $43.59 per share.

(4) Reflects a weighted average purchase price of $43.635000 per share, at prices ranging from $43.51 to $43.64 per share.

EXHIBIT INDEX