Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
o | Rule 13d-1(b) | ||
þ | Rule 13d-1(c) | |||
o | Rule 13d-1(d) |
CUSIP No. |
25388B104 |
Page | 2 |
of | 8 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
MSD Capital, L.P., a Delaware limited partnership 74-2880190 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,500,510 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,500,510 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,500,510 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
25388B104 |
Page | 3 |
of | 8 |
1 | NAMES OF REPORTING PERSONS: |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
MSD TCB, L.P., a Delaware limited partnership 13-4161840 |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 2,500,510 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
2,500,510 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
2,500,510 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
5.9% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
PN |
CUSIP No. |
25388B104 |
Page | 4 |
of | 8 |
Item 1(a)
|
Name of Issuer: | |
Digital River, Inc. | ||
Item 1(b)
|
Address of Issuer’s Principal Executive Offices: | |
9625 W. 76th Street, Suite 150 | ||
Eden Prairie, MN 55344 | ||
Item 2(a)
|
Names of Persons Filing: | |
MSD Capital, L.P. | ||
MSD TCB, L.P. | ||
Item 2(b)
|
Addresses of Principal Business Offices: | |
MSD Capital, L.P. | ||
645 Fifth Avenue, 21st Floor | ||
New York, New York 10022 | ||
MSD TCB, L.P. | ||
645 Fifth Avenue, 21st Floor | ||
New York, New York 10022 | ||
Item 2(c)
|
Citizenship: | |
MSD Capital, L.P. – Delaware | ||
MSD TCB, L.P. – Delaware | ||
Item 2(d)
|
Title of Class of Securities: | |
Common Stock, par value $0.01 per share | ||
Item 2(e)
|
CUSIP Number: | |
25388B104 |
CUSIP No. |
25388B104 |
Page | 5 |
of | 8 |
Item 3 | Status of Persons Filing: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 | Ownership: |
(a) | As of December 8, 2006, MSD TCB, L.P., a Delaware limited partnership (“TCB”), was the record and beneficial owner of $110,180,000.00 aggregate principal amount 1.25% Convertible Senior Notes due January 1, 2024 (the “Notes”), which, as of January 1, 2007, will be convertible into 2,500,510 shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Digital River, Inc. (the “Issuer”). | ||
Pursuant to the terms of the Indenture, dated as of June 1, 2004, between the Issuer and Wells Fargo Bank, National Association, as Trustee (the “Indenture”), which is filed as an exhibit to the Issuer’s Form 8-K filed on July 13, 2004, the Notes shall be convertible upon the occurrence of one of the following events, each of which is described in further detail in the Indenture: |
i. | during any fiscal quarter, if the sale price of the Common Stock exceeds 130% of the conversion price per share for each of any twenty consecutive trading days in the immediately preceding fiscal quarter; | ||
ii. | if the Issuer has called the Notes for redemption; | ||
iii. | at any time during the five trading days following any five consecutive trading-day period in which the average of the trading prices for the Notes during such five day period is less than 95% of the average of the conversion values for the Notes during that period; | ||
iv. | the Issuer elects to distribute either: (i) rights or warrants entitling all stockholders to subscribe for or purchase the Common Stock at less than the current market price on the trading day immediately preceding the declaration date of the distribution; or (ii) cash, debt securities, or other evidence of indebtedness or other assets, which distribution, when aggregated with all other such distributions within the preceding year, has a per share value exceeding 10% of the current market |
CUSIP No. |
25388B104 |
Page | 6 |
of | 8 |
price of the Common Stock as of the trading day immediately preceding the declaration of the distribution; or | |||
v. | in connection with certain transactions or events constituting a fundamental change to the Issuer. |
(b) | Percent of Class: 5.9%. | ||
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: |
(ii) | shared power to vote or to direct the vote: |
(iii) | sole power to dispose or to direct the disposition of: |
(iv) | shared power to dispose or to direct the disposition of: |
CUSIP No. |
25388B104 |
Page | 7 |
of | 8 |
Item 5
|
Ownership of 5% or Less of a Class: | |
Not applicable. | ||
Item 6
|
Ownership of More than 5% on Behalf of Another Person: | |
Not applicable. | ||
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: | |
Not applicable. | ||
Item 8
|
Identification and Classification of Members of the Group: | |
Not applicable. | ||
Item 9
|
Notice of Dissolution of Group: | |
Not applicable. | ||
Item 10
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Certification: | |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. |
25388B104 |
Page | 8 |
of | 8 |
MSD CAPITAL, L.P. | ||||||||
By: | MSD Capital Management LLC, its general partner | |||||||
By: | /s/ Marc R. Lisker | |||||||
Marc R. Lisker | ||||||||
Manager and General Counsel | ||||||||
MSD TCB, L.P. | ||||||||
By: | MSD Capital, L.P., its general partner | |||||||
By: | MSD Capital Management LLC, its general partner | |||||||
By: | /s/ Marc R. Lisker | |||||||
Marc R. Lisker | ||||||||
Manager and General Counsel |
Exhibit A | Joint Filing Agreement, dated December 11, 2006, entered into by and between MSD Capital, L.P. and MSD TCB, L.P. |