SEC Form SC 13D/A filed by SWK Holdings Corporation (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

 

SWK HOLDINGS CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

78501P203

(CUSIP Number)

Marcus Pennington

Carlson Capital, L.P.

2100 McKinney Avenue

Dallas, TX 75201

(214) 932-9600

with a copy to:

Richard J. Birns, Esq.

William B. Sorabella, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166

(212) 351-4000

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

November 23, 2021

(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.  ☐

 

*	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).

 

 

 

CUSIP No. 78501P203		Page 2 of 11

 

1.		Names of Reporting Persons     Double Black Diamond Offshore Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     8,493,088 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     8,493,088 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     8,493,088 Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     66.3%*
14.		Type of Reporting Person (See Instructions)     CO

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 3 of 11

 

1.		Names of Reporting Persons     Black Diamond Offshore Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     Cayman Islands

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     600,678 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     600,678 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     600,678 Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.7%*
14.		Type of Reporting Person (See Instructions)     CO

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 4 of 11

 

1.		Names of Reporting Persons     Carlson Capital, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check 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     0
				8.		Shared Voting Power     9,093,766 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     9,093,766 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     9,093,766 Shares (includes warrant to purchase 100,000 Shares)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     71.0%*
14.		Type of Reporting Person (See Instructions)     PN; IA

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 5 of 11

 

1.		Names of Reporting Persons     Asgard Investment Corp. II
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check 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     0
				8.		Shared Voting Power     9,093,766 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     9,093,766 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     9,093,766 Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     71.0%*
14.		Type of Reporting Person (See Instructions)     CO

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 6 of 11

 

1.		Names of Reporting Persons     Asgard Investment Corp.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check 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     0
				8.		Shared Voting Power     9,093,766 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     9,093,766 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     9,093,766 Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     71.0%*
14.		Type of Reporting Person (See Instructions)     CO

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 7 of 11

 

1.		Names of Reporting Persons     Clint D. Carlson
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ☐
6.		Citizenship or Place of Organization     United States

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     0
				8.		Shared Voting Power     9,093,766 Shares
				9.		Sole Dispositive Power     0
				10.		Shared Dispositive Power     9,093,766 Shares

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     9,093,766 Shares
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     71.0%*
14.		Type of Reporting Person (See Instructions)     IN

 

*	The calculation is based on an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

CUSIP No. 78501P203		Page 8 of 11

 

Explanatory Note

This Amendment No. 13 (“Amendment No. 13”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2009 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on November 25, 2009 (“Amendment No. 1”), and as further amended by Amendment No. 2 to the Original Schedule 13D filed with the SEC on March 1, 2012 (“Amendment No. 2”), and as further amended by Amendment No. 3 to the Original Schedule 13D filed with the SEC on September 9, 2013 (“Amendment No. 3”), and as further amended by Amendment No. 4 to the Original Schedule 13D filed with the SEC on May 16, 2014 (“Amendment No. 4”), and as further amended by Amendment No. 5 to the Original Scheduled 13D filed with the SEC on June 23, 2014 (“Amendment No. 5”), and as further amended by Amendment No. 6 to the Original Schedule 13D filed with the SEC on July 16, 2014 (“Amendment No. 6”), and as further amended by Amendment No. 7 to the Original Schedule 13D filed with the SEC on August 19, 2014 (“Amendment No. 7”), and as further amended by Amendment No. 8 to the Original Schedule 13D filed with the SEC on December 8, 2014 (“Amendment No. 8”), and as further amended by Amendment No. 9 to the Original Schedule 13D filed with the SEC on March 30, 2018 (“Amendment No. 9), and as further amended by Amendment No. 10 to the Original Schedule 13D filed with the SEC on April 6, 2021 (“Amendment No. 10”), and as further amended by Amendment No. 11 to the Original Schedule 13D filed with the SEC on May 18, 2021 (“Amendment No. 11”), and as further amended by Amendment No. 12 to the Original Schedule 13D filed with the SEC on November 12, 2021 (“Amendment No. 12,” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 and this Amendment No. 13, the “Schedule 13D”), with respect to the shares of common stock (“Shares”), par value $0.001 per share, of SWK Holdings Corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13 amends Items 4, 5, 6 and 7 as set forth below.

Item 4. Purpose of Transaction

The information previously provided in response to Item 4 is hereby amended and supplemented by adding the following information:

On November 23, 2021, Carlson Capital delivered a letter (the “November 23 Letter”) to the members of the board of directors of the Issuer, pursuant to which Carlson Capital has proposed to acquire all issued and outstanding shares of the Issuer not already owned by Carlson Capital for a price of $19.00 per share, payable in cash (the “Proposed Transaction”).

In connection with the Proposed Transaction, the Reporting Persons will seek to obtain access to, and review, additional due diligence materials from the Issuer and conduct discussions with the Issuer regarding the terms of the Proposed Transaction. The Reporting Persons may change the terms of the Proposed Transaction, determine to accelerate or terminate discussions with the Issuer with respect to the Proposed Transaction or alternative transactions, withdraw their offer to pursue the Proposed Transaction, take any action to facilitate or increase the likelihood of consummation of the Proposed Transaction, or change their intentions with respect to any such matters, in each case at any time and without prior notice, except for such notice as is required by applicable law. The Reporting Persons and their affiliates may, directly or indirectly, take such additional steps as they may deem appropriate to further the Proposed Transaction, including, without limitation, (x) engaging in discussions with other stockholders, potential sources of financing, advisors, and other relevant parties, and (y) entering into agreements, arrangements and understandings as may be appropriate in connection with the Proposed Transaction.

The foregoing summary of the November 23 Letter is qualified in its entirety by reference to the full text of the November 23 Letter, a copy of which is attached hereto as Exhibit 20 and is incorporated by reference herein. The Proposed Transaction may result in one or more of the actions specified in clauses (i) through (ix) (as defined below), including an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or its subsidiaries, a change in the board of directors or management of the Issuer or its subsidiaries, a material change in the present capitalization or dividend policy of the Issuer or other material change in the Issuer’s business or corporate structure. There can be no assurance as to the outcome of any discussions related to the Proposed Transaction or that the Proposed Transaction will be consummated.

At the time of the filing of this Amendment No. 13, except as disclosed in this Schedule 13D, the Reporting Persons have no present plans in their capacity as stockholders which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuer’s business or corporate structure, (vi) changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act or (ix) any action similar to any of those described above (collectively, “clauses (i) through (ix)”). However, the Reporting Persons may, from time to time, engage in discussions, whether initiated by the Reporting Persons or another party, concerning proposals for transactions or other arrangements that may relate to or, if consummated, result in an event described in clauses (i) through (ix). The Reporting Persons may review and evaluate their investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals in addition to or in lieu of the Proposed Transaction that, if consummated, would result in one or more of the events described in clauses (i) through (ix).

CUSIP No. 78501P203		Page 9 of 11

 

Item 5. Interest in Securities of the Issuer

Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) As of the close of business on November 23, 2021, the Reporting Persons beneficially owned an aggregate of 9,093,766 Shares, constituting approximately 71.0% of the Shares outstanding. The aggregate percentages of Shares reported in this Amendment No. 13 are based upon an aggregate number of 12,809,438 Shares outstanding as of November 8, 2021, as reported in the Issuer’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the SEC on November 12, 2021.

(c) No transactions were effected by the Reporting Persons in the Shares since the filing of Amendment No. 12.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information previously provided in response to Item 6 is hereby amended and supplemented by adding the following information: Item 4 of this Amendment No. 13 is hereby incorporated by reference.

Item 7. Materials to be Filed as Exhibits

The information previously provided in response to Item 7 is hereby amended and supplemented by adding the following at the end thereof:

 

Exhibit		Description
20		Letter to Members of the Board of Directors of the Issuer, dated November 23, 2021

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: November 23, 2021

 

SIGNATURES