SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Inseego Corp.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
45782B104
(CUSIP Number)
Dennis O. Garris
David A. Brown
Alston & Bird LLP
950 F Street, N.W.
Washington, DC 20004-1404
202-239-3463
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 23, 2019
(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. 45782B104 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSONS
Golden Harbor 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
The Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
21,965,504 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
21,965,504 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,965,504 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| * | Based on 78,733,610 shares of the Issuer’s shares of common stock outstanding as of May 3, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019. |
| CUSIP No. 45782B104 | SCHEDULE 13D |
| 1 | NAME OF REPORTING PERSONS
Joe Lewis | |||||
| 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)
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 Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
21,965,504 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
21,965,504 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,965,504 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.0%* | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| * | Based on 78,733,610 shares of the Issuer’s shares of common stock outstanding as of May 3, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019. |
| CUSIP No. 45782B104 | SCHEDULE 13D |
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the statement on Schedule 13D filed on August 10, 2018 by Golden Harbor Ltd. (“Golden Harbor”) and Joe Lewis, as amended by Amendment No. 1 filed on September 7, 2018, Amendment No. 2 filed on December 20, 2018 and Amendment No. 3 filed on March 29, 2019 (as amended, the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Filing.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 is hereby amended to add the following:
Additional Term Loan Purchase
On July 23, 2019, South Ocean entered into an Assignment and Assumption Agreement with Highbridge MSF International Ltd. (“Highbridge MSF”), a lender under the Credit Agreement, as amended, pursuant to which Highbridge MSF sold and assigned to South Ocean, and South Ocean purchased and assumed, all of the rights and obligations of Highbridge MSF as a lender under the Credit Agreement with respect to Highbridge MSF’s $16,256,041.67 interest in the Term Loan (the “Highbridge MSF Term Loan”).
Also on July 23, 2019, South Ocean entered into an Assignment and Assumption Agreement with 1992 Tactical Credit Master Fund, L.P. (“Highbridge TCF”), a lender under the Credit Agreement, pursuant to which Highbridge TCF sold and assigned to South Ocean, and South Ocean purchased and assumed, all of the rights and obligations of Highbridge TCF as a lender under the Credit Agreement with respect to Highbridge TCF’s $12,998,177.08 interest in the Term Loan (the “Highbridge TCF Term Loan”, and together with the Highbridge MSF Term Loan, the “Additional Term Loan”).
South Ocean does not have beneficial ownership of any shares of Common Stock and is not a reporting person hereunder.
In connection with the closing of the acquisition described above and pursuant to the Co-Investment Agreement and Investor Suitability Questionnaire dated September 7, 2018, Mr. Avery made an indirect co-investment of $261,000 in the Additional Term Loan (the “Additional Term Loan Interest”). The Additional Term Loan Interest is a contractual economic interest intended to mirror the economic terms, if any, of South Ocean’s investment in the Additional Term Loan. The Additional Term Loan Interest represents solely an economic right and does not include any right to vote, any right to cause the disposition of the Additional Term Loan or any other rights of control. Mr. Avery is entitled to receive the economic benefit, if any, of the Additional Term Loan Interest based on his cash investment divided by South Ocean’s total investment in the Additional Term Loan. The investment made by Mr. Avery was at the same price as Golden Harbor’s investment in the Additional Term Loan.
Item 7. Material to Be Filed as Exhibits.
| Exhibit 1 | Joint Filing Agreement, dated as of August 10, 2018, between Golden Harbor and Joe Lewis (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the reporting persons on August 10, 2018). | |
| Exhibit 2 | Securities Purchase Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 3 | Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 4 | Registration Rights Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 5 | Indenture, dated January 9, 2017, between Inseego Corp. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed January 10, 2017). | |
| Exhibit 6 | Form of Inseego Corp.’s 5.50% Convertible Senior Note due 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed January 10, 2017). | |
| Exhibit 7 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Units), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 7 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| CUSIP No. 45782B104 | SCHEDULE 13D |
| Exhibit 8 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Convertible Senior Notes), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 8 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| Exhibit 9 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Term Loan), dated as of September 7, 2018, between James B. Avery, RPFG Holdings, Inc. and South Ocean Funding, LLC (incorporated by reference to Exhibit 9 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| Exhibit 10 | Stock Purchase Agreement, dated as of December 4, 2018, between Golden Harbor Ltd. and Continental General Insurance Company (incorporated by reference to Exhibit 10 to the Schedule 13D filed by the Reporting Persons on December 20, 2018). | |
| Exhibit 11 | Common Stock Purchase Warrant issued to Golden Harbor Ltd., dated March 28, 2019, by Inseego Corp. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed March 28, 2019). | |
| CUSIP No. 45782B104 | SCHEDULE 13D |
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.
Date: July 25, 2019
| GOLDEN HARBOR LTD. | ||
| By: | /s/ Jason C. Callender | |
| Name: | Jason C. Callender | |
| Title: | Director & Vice President | |
| /s/ Joseph C. Lewis | ||
| Joseph C. Lewis | ||
| CUSIP No. 45782B104 | SCHEDULE 13D |
EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement, dated as of August 10, 2018, between Golden Harbor and Joe Lewis (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the reporting persons on August 10, 2018). | |
| Exhibit 2 | Securities Purchase Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 3 | Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 4 | Registration Rights Agreement, dated as of August 6, 2018, among the Issuer and the investors named therein (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form 8-K, filed August 7, 2018). | |
| Exhibit 5 | Indenture, dated January 9, 2017, between Inseego Corp. and Wilmington Trust, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed January 10, 2017). | |
| Exhibit 6 | Form of Inseego Corp.’s 5.50% Convertible Senior Note due 2022 (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K, filed January 10, 2017). | |
| Exhibit 7 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Units), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 7 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| Exhibit 8 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Convertible Senior Notes), dated as of September 7, 2018, between James B. Avery, Aviva Holdings Ltd. and Golden Harbor Ltd. (incorporated by reference to Exhibit 8 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| Exhibit 9 | Co-Investment Agreement and Investor Suitability Questionnaire (Inseego Term Loan), dated as of September 7, 2018, between James B. Avery, RPFG Holdings, Inc. and South Ocean Funding, LLC (incorporated by reference to Exhibit 9 to the Schedule 13D filed by the Reporting Persons on September 7, 2018). | |
| Exhibit 10 | Stock Purchase Agreement, dated as of December 4, 2018, between Golden Harbor Ltd. and Continental General Insurance Company (incorporated by reference to Exhibit 10 to the Schedule 13D filed by the Reporting Persons on December 20, 2018). | |
| Exhibit 11 | Common Stock Purchase Warrant issued to Golden Harbor Ltd., dated March 28, 2019, by Inseego Corp. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K, filed March 28, 2019). | |