SEC Form SC 13D/A filed by Transphorm Inc. (Amendment)

Explanatory Note

This Amendment No. 5 (“Amendment No. 5”) to Schedule 13D relates to the shares of common stock, $0.0001 par value (the “Common Stock”), of Transphorm, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed by the Reporting Persons on March 13, 2020, as amended by Amendment No. 1 filed on July 21, 2020, as amended by Amendment No. 2 filed on November 8, 2021, as amended by Amendment No. 3 filed on June 3, 2022, as amended by Amendment No. 4 filed on July 25, 2023 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2 of the Schedule 13D is hereby amended and supplemented to include the following:

Mr. Dane Holmes currently serves as an executive officer of KKR & Co. Inc.  Mr. Holmes is a United States citizen and his business address is c/o Kohlberg Kravis Roberts & Co. L.P., 555 California Street, 50th Floor, San Francisco, CA 94104.

The directors of KKR & Co. Inc. are listed on the amended and restated Annex A attached hereto, which is incorporated herein by reference.

Item 4.

Purpose of Transaction.

 

Voting Agreement

 

On January 10, 2024, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Renesas Electronics America Inc. (“Parent”), Travis Merger Sub, Inc. (“Merger Sub”) and Renesas Electronics Corporation (solely for the purposes set forth in Section 9.17 of the Merger Agreement), pursuant to which, among other things, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

 

On the same date and in connection with the Issuer’s entry into the Merger Agreement, KKR Phorm Investors L.P., in its capacity as a stockholder of the Issuer, entered into a Voting and Support Agreement (the “Voting Agreement”) with Parent.  Under the Voting Agreement, KKR Phorm Investors L.P. has agreed to vote its shares of Common Stock in favor of the adoption of the Merger Agreement. The Voting Agreement also contains restrictions on the transfer of shares of Common Stock held by KKR Phorm Investors L.P., subject to certain exceptions.  The Voting Agreement does not restrict any designee of KKR Phorm Investors L.P. who is a director of the Issuer from acting in such capacity or fulfilling the obligations of such office.

 

The Voting Agreement terminates upon the earliest to occur of (i) the effective time of the Merger, (ii) the date on which either Parent or the Issuer provides notice to the other of termination of the Merger Agreement (or, if earlier, the date on which the Merger Agreement is otherwise terminated), (iii) the mutual termination of the Voting Agreement by written agreement of each party to the Voting Agreement, (iv) the effectiveness of an amendment to the Merger Agreement which imposes any additional restrictions or conditions on the payment of the Merger consideration, imposes any additional conditions on the Merger or reduces the amount of or alters the kind of consideration to be paid to the holders of Common Stock in connection with the Merger, and (v) the Board of Directors of the Issuer changing its recommendation that the Issuer’s stockholders vote in favor of the adoption of the Merger Agreement.

 

The foregoing description of the terms of the Voting Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.

Items 5(a) - (c) of the Schedule 13D is hereby amended and restated as follows:

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b) The Reporting Persons may be deemed to beneficially own an aggregate of 24,724,468 shares of Common Stock, which includes 312,500 shares of Common Stock underlying warrants. Such shares of Common Stock currently owned or which may be acquired in the future represent, in the aggregate, approximately 39.7% of the outstanding shares of the Issuer’s Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

The percentage of beneficial ownership in this Schedule 13D is based on 62,002,968 shares of Common Stock outstanding as of November 2, 2023 as disclosed by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2023.

Each of KKR Phorm Investors GP LLC (as the general partner of KKR Phorm Investors L.P.), KKR Group Partnership L.P. (as the sole member of KKR Phorm Investors GP LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned directly by KKR Phorm Investors L.P.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

(c) None of the Reporting Persons has engaged in any transaction in any shares of Common Stock during the past 60 days.

Item 6.

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

Item 7.

Material to be Filed as Exhibits.

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.

Annex A

Directors of KKR & Co. Inc.