UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL	 	
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SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 3)*

MagnaChip Semiconductor Corporation	
(Name of Issuer)	
 	
Common Stock	
(Title of Class of Securities)	
 	
55933J203	
(CUSIP Number)	

Pleasant Lake Partners LLC	
110 Greene Street, Suite 604	
New York, NY  10012	
Tel. No.: 212-554-0680	
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)	

July 8, 2015	
 (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. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

 

 

1	 
Names of Reporting Persons.
 
Pleasant Lake Partners LLC

2	 
Check the Appropriate Box if a Member of a Group (See Instructions)	 	
 	 
(a)           [ ]	 	
 	 
(b)           [X]	 	
 
3	 
SEC Use Only	 	
 
4	 
Source of Funds (See Instructions):
AF

5	 
Check 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
Beneficially
Owned by
Each
Reporting
Person With	 
7           Sole Voting Power
0	 	
 	 
8           Shared Voting Power
3,387,487 shares	 	 	
 	 
9            Sole Dispositive Power
0	 	 	 	
 	 
10           Shared Dispositive Power
3,387,487 shares	 	 	 	
 
11	 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,487 shares	 	 	 	
 
12	 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]	 	 	 	
 
13	 
Percent of Class Represented by Amount in Row (11)
9.95%

14	 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)	 	 	 	

 

 

1	 
Names of Reporting Persons.
 
PLP MM LLC

2	 
Check the Appropriate Box if a Member of a Group (See Instructions)	 	
 	 
(a)           [ ]	 	
 	 
(b)           [X]	 	
 
3	 
SEC Use Only	 	
 
4	 
Source of Funds (See Instructions):
AF

5	 
Check 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
Beneficially
Owned by
Each
Reporting
Person With	 
7           Sole Voting Power
0	 	
 	 
8           Shared Voting Power
3,387,487 shares	 	 	
 	 
9            Sole Dispositive Power
0	 	 	 	
 	 
10           Shared Dispositive Power
3,387,487 shares	 	 	 	
 
11	 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,487 shares	 	 	 	
 
12	 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]	 	 	 	
 
13	 
Percent of Class Represented by Amount in Row (11)
9.95%

14	 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)	 	 	 	

 

 

 
1	 
Names of Reporting Persons.
 
Pleasant Lake Onshore GP LLC

2	 
Check the Appropriate Box if a Member of a Group (See Instructions)	 	
 	 
(a)           [ ]	 	
 	 
(b)           [X]	 	
 
3	 
SEC Use Only	 	
 
4	 
Source of Funds (See Instructions):
AF

5	 
Check 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
Beneficially
Owned by
Each
Reporting
Person With	 
7           Sole Voting Power
0	 	
 	 
8           Shared Voting Power
3,387,487 shares	 	 	
 	 
9            Sole Dispositive Power
0	 	 	 	
 	 
10           Shared Dispositive Power
3,387,487 shares	 	 	 	
 
11	 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,487 shares	 	 	 	
 
12	 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]	 	 	 	
 
13	 
Percent of Class Represented by Amount in Row (11)
9.95%

14	 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)	 	 	 	

 

 

1	 
Names of Reporting Persons.
 
Pleasant Lake Offshore Master Fund L.P.

2	 
Check the Appropriate Box if a Member of a Group (See Instructions)	 	
 	 
(a)           [ ]	 	
 	 
(b)           [X]	 	
 
3	 
SEC Use Only	 	
 
4	 
Source of Funds (See Instructions):
WC

5	 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]

6	 
Citizenship or Place of Organization.
Cayman Islands	 	
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With	 
7           Sole Voting Power
0	 	
 	 
8           Shared Voting Power
3,387,487 shares	 	 	
 	 
9            Sole Dispositive Power
0	 	 	 	
 	 
10           Shared Dispositive Power
3,387,487 shares	 	 	 	
 
11	 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,487 shares	 	 	 	
 
12	 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]	 	 	 	
 
13	 
Percent of Class Represented by Amount in Row (11)
9.95%

14	 
Type of Reporting Person (See Instructions)
PN (Limited Partnership)	 	 	 	

 

 

 
1	 
Names of Reporting Persons.
 
Jonathan Lennon

2	 
Check the Appropriate Box if a Member of a Group (See Instructions)	 	
 	 
(a)           [ ]	 	
 	 
(b)           [X]	 	
 
3	 
SEC Use Only	 	
 
4	 
Source of Funds (See Instructions):
AF

5	 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]

6	 
Citizenship or Place of Organization.
United States	 	
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With	 
7           Sole Voting Power
0	 	
 	 
8           Shared Voting Power
3,387,487 shares	 	 	
 	 
9            Sole Dispositive Power
0	 	 	 	
 	 
10           Shared Dispositive Power
3,387,487 shares	 	 	 	
 
11	 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,387,487 shares	 	 	 	
 
12	 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]	 	 	 	
 
13	 
Percent of Class Represented by Amount in Row (11)
9.95%

14	 
Type of Reporting Person (See Instructions)
IN	 	 	 	

 

 
 	AMENDMENT NO. 3 TO SCHEDULE 13D	

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of MagnaChip Semiconductor Corporation, a Delaware corporation (the “Issuer”), c/o MagnaChip Semiconductor S.A., 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on June 9, 2015 and amended on June 29, 2015 and July 2, 2015. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

This Amendment is being filed to supplement Items 4, 5 and 7 of the Schedule 13D as set forth below.

Item 4.	Purpose of Transaction
 	
Item 4 is hereby amended to add the following:
 
On July 8, 2015, Pleasant Lake Partners LLC (“Pleasant Lake”) delivered a letter to the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In the letter, Pleasant Lake expresses its belief that the market price of the Issuer’s Common Stock does not reflect the intrinsic value of the Issuer and requests that the Issuer’s Board take action to maximize shareholder value.  Pleasant Lake is prepared to work constructively with the Board to assist it in these efforts.
 
Item 5.	Interest in Securities of the Issuer	

Item 5 is hereby amended as follows:
 
(a) and (b)  See Items 7-11 of the cover pages to this Amendment.  The shares of Common Stock reported herein as being beneficially owned by the Reporting Persons include 3,254,687 shares and options to acquire 132,800 shares held for the account of the Master Fund.  
 
(c)  On July 2, 2015, private accounts with respect to which the Reporting Persons have direct or indirect investment control purchased 13,700 shares of Common Stock at a purchase price of $7.31 per share in an open market transaction.  On July 8, 2015, private accounts with respect to which the Reporting Persons have direct or indirect investment control purchased 10,400 shares of Common Stock at a purchase price of $7.23 per share in an open market transaction.
 
(d)  Not applicable.
 
(e)  Not applicable.

Item 7.	Material to Be Filed as Exhibits	

Item 7 is hereby amended to add the following exhibit:
 
99.1           Letter from Pleasant Lake to the Issuer, dated July 8, 2015.

 

 
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 8, 2015

 
 
PLEASANT LAKE PARTNERS LLC
By: PLP MM LLC
its Managing Member
By: /s/ Jonathan Lennon

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager

PLP MM LLC

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager

PLEASANT LAKE ONSHORE GP LLC

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager

PLEASANT LAKE OFFSHORE MASTER FUND L.P.
By: Pleasant Lake Onshore GP LLC
its General Partner

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager

JONATHAN LENNON

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Individually

 

 

 

Exhibit 99.1
July 08, 2015

Magnachip Semiconductor Corporation
60 South Market Street, Suite 750
San Jose, CA 95113
Attn: Douglas Norby, Chairman

Dear Doug,

As you know, funds managed by Pleasant Lake Partners (“PLP”) are one of the largest shareholders of Magnachip with a 9.95% stake in the Company (though as we’ve expressed to you, PLP likely would be a larger shareholder if not for the Company’s adoption of a poison pill).  We appreciate the conversations we’ve had with you in which we’ve shared our thoughts on the Company and its prospects.  As outside, public investors, our conversations with you necessarily must be largely a one-way street; however, we are pleased to hear you affirm that your role and duty as Chairman of the Board is to maximize shareholder value, in whichever manner that may occur.

We appreciate that you and the Board have been working diligently to get the Company through its restatement.  But now that the Company’s financials are current, we believe this Board needs to redouble its efforts and be proactive in unlocking and enhancing shareholder value.  At $7.18 per share, we do not believe that the market is valuing Magnachip anywhere close to its standalone intrinsic value.  Nor are we alone in this belief.  We have heard from many other large shareholders and the consistent message is that Magnachip is significantly undervalued.

We are including a presentation that summarizes our own research and views on the Company.  PLP invested in Magnachip because we believe that the Company has valuable assets and IP, which are, increasingly, becoming strategically important as analog fab capacity remains tight across the industry and as semiconductor consolidation reaches record levels.

In light of the above, as well as the Company’s significant underperformance since its IPO, we ask that the Board take all necessary steps to maximize shareholder value and that it do so now.  As large shareholders, as well as fiduciaries to our own investors, we are prepared to work with you constructively to help you deliver shareholder value for the benefit of all Magnachip shareholders.

Sincerely,

/s/ Jonathan Lennon                      
Managing Member
Pleasant Lake Partners LLC