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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No.    )*

 

Intersect ENT, Inc.

______________________________________________________________________________

(Name of Issuer)

 

Common Stock, par value $0.001

______________________________________________________________________________

(Title of Class of Securities)

 

46071F103

______________________________________________________________________________

(CUSIP Number of Class of Securities)

 

Alec N. Litowitz

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)

 

August 9, 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 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).

 

 

 

 

 

CUSIP No. 46071F103  SCHEDULE 13D  Page 2 of 10

 

1.

NAME OF REPORTING PERSON:

 

Magnetar Financial LLC

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨

(b)       x

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                  ¨

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

7.

SOLE VOTING POWER

0

BENEFICIALLY

OWNED BY

8.

SHARED VOTING POWER

2,543,999

EACH REPORTING

PERSON

9.

SOLE DISPOSITIVE POWER

0

WITH

10.

SHARED DISPOSITIVE POWER

2,543,999

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,543,999

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.64%

14.

TYPE OF REPORTING PERSON

 

IA; OO

 

 

 

 

CUSIP No. 46071F103  SCHEDULE 13D  Page 3 of 10

 

1.

NAME OF REPORTING PERSON:

 

Magnetar Capital Partners LP

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨

(b)       x

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                  ¨

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

7.

SOLE VOTING POWER

0

BENEFICIALLY

OWNED BY

8.

SHARED VOTING POWER

2,543,999

EACH REPORTING

PERSON

9.

SOLE DISPOSITIVE POWER

0

WITH

10.

SHARED DISPOSITIVE POWER

2,543,999

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,543,999

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.64%

14.

TYPE OF REPORTING PERSON

 

HC; OO

 

 

 

 

CUSIP No. 46071F103  SCHEDULE 13D  Page 4 of 10

 

1.

NAME OF REPORTING PERSON:

 

Supernova Management LLC

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨

(b)       x

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                  ¨

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

7.

SOLE VOTING POWER

0

BENEFICIALLY

OWNED BY

8.

SHARED VOTING POWER

2,543,999

EACH REPORTING

PERSON

9.

SOLE DISPOSITIVE POWER

0

WITH

10.

SHARED DISPOSITIVE POWER

2,543,999

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,543,999

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.64%

14.

TYPE OF REPORTING PERSON

 

HC; OO

  

 

 

 

CUSIP No. 46071F103  SCHEDULE 13D  Page 5 of 10

 

1.

NAME OF REPORTING PERSON:

 

Alec N. Litowitz

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)        ¨

(b)       x

3.

SEC USE ONLY

 

4.

SOURCE OF FUNDS

 

OO

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                  ¨

 

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

7.

SOLE VOTING POWER

0

BENEFICIALLY

OWNED BY

8.

SHARED VOTING POWER

2,543,999

EACH REPORTING

PERSON

9.

SOLE DISPOSITIVE POWER

0

WITH

10.

SHARED DISPOSITIVE POWER

2,543,999

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,543,999

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨ 

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.64%

14.

TYPE OF REPORTING PERSON

 

HC; IN

 

 

 

 

SCHEDULE 13D

 

item 1.security and issuer

 

This Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value (the “Shares”), of Intersect ENT, Inc., a company incorporated in Delaware (the “Company”). The principal executive offices of the Company is 1555 Adams Drive, Menlo Park, California, 94025.

 

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 PRA Master Fund Ltd, a Cayman Islands exempted company (“PRA Master Fund”), (ii) Magnetar Constellation Fund II-PRA LP, a Delaware limited partnership (“Constellation Fund”), and (iii) Magnetar Systematic Multi-Strategy Master Fund Ltd, a Cayman Islands exempted company, (“Systematic Master Fund”), 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. Litowitz.

 

(b)           The business address of each of the Reporting Persons is 1603 Orrington Avenue, 13th 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. 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 2,543,999 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 $69,993,056.02 (excluding commissions and other execution-related costs).

 

ITEM 4.PURPOSE OF TRANSACTION

  

The Reporting Persons acquired the 2,543,999 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.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

The Company reported in their Form 10-Q filed on August 6, 2021 that 333,314,586 Shares were issued and outstanding as of July 30, 2021.

 

(a)            As of the close of business August 18, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,543,999 Shares, which consisted of (i) 1,457,886 Shares held for the benefit of PRA Master Fund, (ii) 816,080 Shares held for the benefit of Constellation Fund; and (iii) 270,033 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 7.64% of the Shares.

 

(b)            As of the close of business August 18, 2021, each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 2,543,999 Shares, which consisted of (i) 1,457,886 Shares held for the benefit of PRA Master Fund, (ii) 816,080 Shares held for the benefit of Constellation Fund; and (iii) 270,033 Shares held for the benefit of Systematic Master Fund, and all such Shares represented beneficial ownership of approximately 7.64% 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 8-K filed with the SEC on August 6, 2021:

 

Intersect ENT, Inc., a Delaware corporation (the “Company” or “Intersect”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Medtronic, Inc., a Minnesota corporation (“Parent”), and Project Kraken Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, on the terms and subject to the conditions thereof, Purchaser will commence a cash tender offer (the “Offer”) to acquire all of the outstanding shares of common stock of the Company, $0.001 par value per share (the “Shares”), at a purchase price of $38.00 per Share in cash (the “Offer Price”), without interest and subject to any withholding of taxes required by applicable legal requirements.

 

At the effective time of the Merger (the “Effective Time”), each:

 

i.share of Company common stock, par value $0.001 per share (“Company Common Stock”) issued and outstanding as of immediately prior to the Effective Time (other than shares owned by the Company as treasury stock, shares owned by Parent or shares held by a Company stockholder who properly demands appraisal for such dissenting shares) will be cancelled and retired, and automatically converted into the right to receive cash in an amount equal to $28.25, without interest (the “Per Share Price”);

 

ii.share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be canceled and converted into the right to receive an amount in cash equal to the Per Share Price  multiplied by a factor of 1,000;

 

iii.stock option granted by the Company to purchase Company Common Stock (each, a “Company Option”), restricted stock unit award (each, a “Company RSU”) and restricted stock unit award with performance-based vesting requirements (each, a “Company PSU”) that is unexpired, unexercised, outstanding and vested as of immediately prior to the Effective Time or that vests solely as a result of the consummation of the transactions contemplated by the Merger Agreement (each, a “Vested Award”) will be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of shares subject to such Vested Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option’s per share exercise price);

 

iv.Company Option not subject to performance-based vesting requirements and Company RSU that is unexpired, unexercised, outstanding and unvested as of immediately prior to the Effective Time (each, an “Unvested Non-Performance Award”) will be canceled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of shares subject to such Unvested Non-Performance Award, multiplied by (2) the Per Share Price (or, for each Company Option, the excess, if any, of the Per Share Price over such Company Option’s per share exercise price); and

 

v.Company Option subject to performance-based vesting requirements and Company PSU that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that is not a Vested Award will be automatically cancelled and terminated without payment or distribution being made in respect thereof. For the avoidance of doubt, any Company Options (whether vested or unvested) with a per share exercise price equal to or greater than the Per Share Price will be cancelled immediately upon the Effective Time without payment or consideration.

 

 

 

(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.

 

 

 

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit No.Description
  
99.1Joint Filing Agreement, dated as of August 19, 2021 among the Reporting Persons.

 

 

 

 

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: August 19, 2021

 

  magnetar financial llc
   
  By: Magnetar Capital Partners LP, its Sole Member

 

 

By:/s/ Alec N. Litowitz
  Name: Alec N. Litowitz
   Title:Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

 

 magnetar capital partners LP
   
   
By:/s/ Alec N. Litowitz
  Name: Alec N. Litowitz
   Title:Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

 

  SUPERNOVA MANAGEMENT LLC
 

 

 

  By: /s/ Alec N. Litowitz
    Name: Alec N. Litowitz
 Title:Manager

 

  /s/ Alec N. Litowitz
  Alec N. Litowitz

 

 

 

 

SCHEDULE A

 

Funds

 

Date Number of Shares Bought Price Per Share($) (1)(2)
8/6/2021 1,616,812 27.45007 (3)
8/9/2021 467,699 27.57599 (4)
8/10/2021 96,606 27.75402 (5)
8/11/2021 362,882 27.64807 (6)

 

(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 $27.45007 per share, at prices ranging from $27.17 to $27.77 per share. 

(4) Reflects a weighted average purchase price of $27.57599 per share, at prices ranging from $27.39 to $27.83 per share. 

(5) Reflects a weighted average purchase price of $27.75402 per share, at prices ranging from $27.59 to $27.94 per share. 

(6) Reflects a weighted average purchase price of $27.64807 per share, at prices ranging from $27.53 to $27.93 per share.

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.Description
  
99.1Joint Filing Agreement, dated as of August 19, 2021, among the Reporting Persons.

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Intersect ENT, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of August 19, 2021.

 

Dated: August 19, 2021

 

 

  magnetar financial llc
   
  By: Magnetar Capital Partners LP, its Sole Member

 

 

By:/s/ Alec N. Litowitz
  Name: Alec N. Litowitz
   Title:Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

 

 magnetar capital partners LP
   
   
By:/s/ Alec N. Litowitz
  Name: Alec N. Litowitz
   Title:Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

 

 

  SUPERNOVA MANAGEMENT LLC
 

 

 

  By: /s/ Alec N. Litowitz
    Name: Alec N. Litowitz
 Title:Manager

 

 

  /s/ Alec N. Litowitz
  Alec N. Litowitz