These shorts were covered, at least.
SCHEDULE 13D
Item 1 . Security and Issuer
This Schedule 13D (this “ Statement ”) relates to the shares of common stock, par value of Euro .01 per Share (the “ Shares ”), Chicago Bridge & Iron Company N.V., a Dutch corporation (the “ Company ”). The principal executive office of the Company is located at Prinses Beatrixlaan 35, 2595 AK The Hague, The Netherlands.
Item 2. Identity and Background
(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 Alec N. Litowitz (“ Mr. Litowitz ”) (collectively, the “ Reporting Persons ”).
This Statement relates to Shares held for the accounts of each of (i) Magnetar Capital Master Fund, Ltd, a Cayman Islands exempted company (“ Magnetar Capital Master Fund ”), (ii) Spectrum Opportunities Master Fund Ltd, a Cayman Islands exempted company (“ Spectrum Master Fund ”), (iii) Magnetar Andromeda Select Master Fund Ltd, a Cayman Islands exempted company (“ Andromeda Master Fund ”), (iv) Magnetar PRA Master Fund Ltd, a Cayman Islands exempted company (“ PRA Master Fund ”), (v) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“ Constellation Fund ”), (vi) Magnetar MSW Master Fund Ltd, a Cayman Islands exempted company (“ MSW Master Fund ”), (vii) Magnetar Multi-Strategy Alternative Risk Premia Master Fund Ltd, a Cayman Islands exempted company, (“ Premia Master Fund ”), collectively (the “Funds”), and (viii) two managed accounts for clients of Magnetar Financial (the “ Managed Accounts ”).
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 private investment funds and managed accounts. Magnetar Financial serves as investment adviser to each of the Funds and each of the Managed Accounts. In such capacity, Magnetar Financial exercises voting and investment power over the Shares held for the accounts of each of the Funds and each of the Managed Accounts. 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. Litowitz.
(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; each of the Managed Accounts is an account managed for a client of Magnetar Financial; Magnetar Financial is a privately-held SEC registered investment adviser and manager of private investment funds and managed accounts, including each of the Funds and each of the 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. Litowitz 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. Litowitz is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate amount of funds used by the Reporting Persons in purchasing the Shares reported herein on behalf of the Funds and Managed Accounts have come directly from the assets of the Funds and Managed Accounts controlled by such Reporting Persons and their affiliates, 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 reported herein on behalf of the Funds and Managed Accounts was $86,497,573.63 (excluding commissions and other execution-related costs).
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares reported herein on behalf of the Funds and Managed Accounts after the public announcement of the Business Combination Agreement (as defined below) for purposes of receiving the business combination consideration described below upon consummation of the Business Combination (as described below). The Reporting Persons currently intend to vote the 4,733,400 Shares reported herein on behalf of the Funds and Managed Accounts in favor of the Business Combination.
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.
On Schedule A attached hereto, 500,000 Shares were sold short, and subsequently covered by the Reporting Persons on behalf of Spectrum Master Fund, Andromeda Master Fund, Magnetar Capital Master Fund and the Managed Accounts.
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.
