sc13d.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. __)*
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LOOPNET, INC.
(Name of
Issuer)
Common Stock, par value $0.001
(Title of
Class of Securities)
543524300
(CUSIP
Number)
Leif B.
King
Skadden,
Arps, Slate, Meagher & Flom LLP
525
University Avenue, Suite 1100
Palo Alto,
California 94301
(Name,
address and telephone number of person authorized
to
receive notices and communications)
April 14, 2009
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check
the following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
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*
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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.
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The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "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.)
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PAGE 1
of 9 PAGES
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1
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NAME
OF REPORTING PERSON
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Calera
Capital Management IV, Inc.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(SEE
INSTRUCTIONS)
|
(a)
[X]
(b) [
]
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3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
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OO
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
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7
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
SOLE
VOTING POWER:
|
0
|
8
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SHARED
VOTING POWER:
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5,208,332
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9
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SOLE
DISPOSITIVE POWER:
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0
|
10
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SHARED
DISPOSITIVE POWER:
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5,208,332
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
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5,208,332
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN
ROW
(11):
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13.15%
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14
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TYPE
OF REPORTING PERSON:
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CO
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PAGE 2
of 9 PAGES
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1
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NAME
OF REPORTING PERSON
|
Calera
Capital Investors IV, L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(SEE
INSTRUCTIONS)
|
(a)
[X]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
OO
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
7
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
SOLE
VOTING POWER:
|
0
|
8
|
SHARED
VOTING POWER:
|
5,208,332
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
5,208,332
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
|
5,208,332
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
|
[ ]
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN
ROW
(11):
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13.15%
|
14 |
TYPE
OF REPORTING PERSON: |
PN |
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PAGE 3
of 9 PAGES
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1
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NAME
OF REPORTING PERSON
|
Calera
Capital Partners IV, L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(SEE
INSTRUCTIONS)
|
(a)
[X]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
7
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
SOLE
VOTING POWER:
|
0
|
8
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SHARED
VOTING POWER:
|
5,029,166
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
5,029,166
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
|
5,029,166
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
|
[ ]
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN
ROW
(11):
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12.75%
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14 |
TYPE
OF REPORTING PERSON: |
PN |
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PAGE 4
of 9 PAGES
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1
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NAME
OF REPORTING PERSON
|
Calera
Capital Partners IV Side-By-Side, L.P.
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(SEE
INSTRUCTIONS)
|
(a)
[X]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS):
|
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
[ ]
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
7
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
SOLE
VOTING POWER:
|
0
|
8
|
SHARED
VOTING POWER:
|
179,166
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9
|
SOLE
DISPOSITIVE POWER:
|
0
|
10
|
SHARED
DISPOSITIVE POWER:
|
179,166
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON:
|
179,166
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS):
|
[ ]
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN
ROW
(11):
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0.52%
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14 |
TYPE
OF REPORTING PERSON: |
PN |
ITEM
1.
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SECURITY
AND ISSUER
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This
statement on Schedule 13D (the "Schedule 13D") relates to the common stock, par
value $0.001 per share (the "Common Stock"), of LoopNet, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 185 Berry Street, Suite 4000, San Francisco, CA
94107.
ITEM
2.
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IDENTITY
AND BACKGROUND
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(a) - (c)
This Statement is being filed by and on behalf of Calera Capital Partners IV,
L.P. ("Calera"), Calera Capital Partners IV Side-By-Side, L.P. ("Side-By-Side"),
Calera Capital Investors IV, L.P. ("Investors"), and Calera Capital Management
IV, Inc., a Delaware corporation ("Management" and, together with Calera,
Side-By-Side and Investors, the "Reporting Persons"). Each of Calera,
Side-By-Side and Investors is a Delaware limited partnership and Management
is a Delaware corporation. The principal business address of each
Reporting Person is c/o Calera Capital, 580 California Street, Suite 2200,
San Francisco, CA 94104. Calera and Side-By-Side were formed as
investment vehicles for Investors. Investors is the general partner
of each of Calera and Side-By-Side. Management, the general partner
of Investors, together with affiliated entities is a manager of private equity
funds. Attached as Schedule I hereto is information concerning Management
and its executive officers and directors required to be disclosed in response to
Item 2 and General Instruction C of Schedule 13D.
(d)
During the past five years, none of the Reporting Persons, nor to the best of
their knowledge, any director or executive officer of Management, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
During the past five years, none of the Reporting Persons, nor to the best of
their knowledge, any director or executive officer of Management, has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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) Not
applicable.
ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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The
amount of funds used in making the purchases of the Preferred Stock (as defined
in Item 5 below) convertible into the Common Stock described as beneficially
owned in Item 5 hereof was $35,000,000. These funds were contributed
to Calera and Side-By-Side as an investment by their respective limited
partners. Such limited partnerships obtained such funds through
capital contributions from their respective partners.
ITEM
4.
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PURPOSE
OF TRANSACTION.
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Calera
and Side-By-Side entered into the agreement discussed below pursuant to which
they purchased the Preferred Stock (as defined below) for general investment
purposes. The Reporting Persons retain the right to change their
investment intent. Subject to market conditions and other factors,
the Reporting Persons may acquire or dispose of shares of the Issuer from time
to time in future open-market, privately negotiated or other
transactions.
Except as
set forth herein, the Reporting Persons have no present plans or proposals which
would relate to or result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D. However, the Reporting
Persons reserve the right to formulate plans or proposals which would relate to
or result in the transactions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER.
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(a) On
April 14, 2009, Calera purchased 33,796 shares of newly issued Series A
Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the
"Preferred Stock") and Side-By-Side purchased 1,204 shares of Preferred Stock,
pursuant to the Securities Purchase Agreement, dated March 29, 2009 (the
"Purchase Agreement"). The Preferred Stock had a purchase price equal
to $1,000 per share.
Pursuant
to the Purchase Agreement, the Issuer agreed to sell to Calera, Side-By-Side and
the other purchasers listed therein (the "Purchasers") an aggregate of 50,000
shares of Preferred Stock. The Preferred Stock is initially
convertible into an aggregate of 7,440,476 shares of Common Stock, at a
conversion price of $6.72 per share (as may be adjusted for stock dividends,
stock splits or similar recapitalizations). The aggregate
consideration paid by the Purchasers for the Preferred Stock was $50
million.
The
Preferred Stock owned by Calera and Side-By-Side is initially convertible into
5,029,166 and 179,166 shares of Common Stock, respectively. As of
April 1, 2009, assuming that the shares of Preferred Stock have been converted
into shares of Common Stock for purposes of calculating beneficial ownership,
the Preferred Stock owned by Calera and Side-By-Side represented 12.75% and
0.52%, respectively, of the total voting power of the Issuer.
The
rights, preferences and privileges of the Preferred Stock are set forth in the
Certificate of Designations of Series A Convertible Preferred Stock (the
"Certificate of Designations") filed with the Secretary of State of the State of
Delaware on March 30, 2009 and as Exhibit 3.1 on Form 8-K filed with the
Securities and Exchange Commission on April 2, 2009.
Each of
(i) Investors, as the general partner of each of Calera and Side-By-Side, and
(ii) Management, as the general partner of Investors, may be deemed to
beneficially own the Preferred Stock, and the shares of Common Stock underlying
such Preferred Stock, owned directly by Calera and Side-By-Side. Such
shares are convertible into and/or represent a total of 5,208,332 of Common
Stock, or 13.15% of the Common Stock. Each of Investors and
Management disclaims beneficial ownership of such shares except to the extent of
any indirect pecuniary interest therein.
(b)
Calera currently exercises the power to vote or direct the disposition of 33,796
shares of the Preferred Stock, and the underlying Common
Stock. Side-By-Side currently exercises the power to vote or direct
the disposition of 1,204 shares of the Preferred Stock, and the underlying
Common Stock. Each of Management and Investors currently exercises
the shared power to vote or to direct the vote or to dispose
or direct
the disposition of 35,000 shares of the Preferred Stock, and the underlying
Common Stock owned by Calera and Side-By-Side.
Each of
the Reporting Persons, as part of a "group" pursuant to Rule 13d-5(b)(1), may be
deemed to beneficially own 5,208,332 shares of Common Stock on an as-converted
basis, or 13.15% of the Common Stock of the Issuer.
(c)
Except as set forth in this Item 5, none of the Reporting Persons has effected
any transactions in the Preferred Stock or Common Stock during the past 60
days.
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE
SECURITIES OF THE ISSUER.
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There are
no contracts, arrangements, understandings or relationships with respect to
securities of the Issuer other than as set forth in the Purchase Agreement or as
described below.
Pursuant
to the Purchase Agreement, the Reporting Persons may not transfer or assign the
Preferred Stock, other than by operation of law, to the Issuer or to a direct or
indirect wholly-owned subsidiary, until April 14, 2010 without the prior written
consent of the Issuer. Until the third anniversary of March 29, 2009,
without the prior written consent of the Issuer, the Reporting Persons are not
permitted to directly or indirectly acquire, by purchase or otherwise, record
ownership or beneficial ownership of more than twenty-five percent (25%) of the
Issuer’s outstanding Common Stock, including the Preferred Stock and any shares
of Common Stock issued upon conversion thereof. In addition, until
January 1, 2010, without the prior written consent of the Issuer, the Reporting
Persons and their respective affiliates are not permitted to acquire any shares
of the Issuer’s capital stock or any rights in or to such shares, if such
acquisition or agreement to acquire would prohibit or limit in any respect the
ability of the Issuer to purchase its shares in compliance with Rule 10b-18
or Regulation M promulgated under the Securities Exchange Act of
1934.
The
Issuer also entered into an Investors' Rights Agreement (the "Investors' Rights
Agreement") with the Purchasers, dated April 14, 2009, pursuant to which, among
other things, the Issuer agreed to grant the Purchasers certain registration
rights including the right to require the Issuer to file a registration
statement to register the Common Stock issuable upon conversion of the Preferred
Stock. Such registration rights may be assigned by the Reporting
Person to a direct or indirect wholly-owned subsidiary.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS.
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EXHIBIT
A: Securities Purchase Agreement, dated March 29, 2009, by and among LoopNet,
Inc. and the purchasers listed therein.
EXHIBIT
B: Investors' Rights Agreement, dated April 14, 2009, by and among LoopNet, Inc.
and the investors listed therein.
EXHIBIT
C: Joint Filing Agreement, dated as of April 24, 2009, by and among Calera
Capital Partners IV, L.P., Calera Capital Partners IV Side-By-Side, L.P., Calera
Capital Investors IV, L.P., and Calera Capital Management IV, Inc.
SIGNATURE
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Dated:
April 24, 2009
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Calera
Capital Partners IV, L.P.
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By:
Calera Capital Investors IV, L.P.,
General
Partner
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By:
Calera Capital Management IV, Inc.,
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General
Partner
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By:
James T. Farrell, Co-President
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By:
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/s/
James T. Farrell
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Name:
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James
T. Farrell
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Calera
Capital Partners IV Side-By-Side, L.P.
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By:
Calera Capital Investors IV, L.P.,
General
Partner
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By:
Calera Capital Management IV, Inc.,
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General
Partner
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By:
James T. Farrell, Co-President
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By:
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/s/
James T. Farrell
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Name:
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James
T. Farrell
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Calera
Capital Investors IV, L.P.
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By:
Calera Capital Management IV, Inc.,
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General
Partner
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By:
James T. Farrell,
Co-President
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By:
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/s/ James T.
Farrell |
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Name:
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James T. Farrell |
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Calera
Capital Management IV, Inc.
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By:
James T. Farrell, Co-President
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By:
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/s/ James T.
Farrell |
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Name:
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James T. Farrell |
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Schedule
I
Set forth
below is the name, business address and present principal occupation or
employment of each director or executive officer of Calera Capital Management
IV, Inc. Unless otherwise indicated each person is a citizen of the
United States of America.
Name and
Address
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Present Principal
Occupation and Employment
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James
T. Farrell
Director
c/o
Calera Capital
580
California Street, Suite 2200
San
Francisco, CA 94104
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Managing
Partner at Calera Capital, a private equity fund, and has served in
various capacities with Calera Capital and its predecessor, Fremont
Partners, since 1991. Mr.
Farrell serves on the Board of the Issuer and also serves as Chairman of
the Board of Directors of Modular Space Corporation, a private company who
is a lessor of modular assets.
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Mark
N. Williamson
Director
c/o
Calera Capital
111
Huntington Avenue, 23rd Floor
Boston,
MA 02199
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Managing
Partner at Calera Capital, a private equity fund, and has served in
various capacities with Calera Capital and its predecessor, Fremont
Partners, since 1996. Mr.
Williamson is Chairman of the Board of Direct General Corporation and IPS
Corporation and also serves as a director on the board of Iornshore
Corporation.
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Kevin
R. Baker
General
Counsel, Secretary, Vice President and Assistant Treasurer
c/o
Calera Capital
580
California Street, Suite 2200
San
Francisco, CA 94104
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Managing
Director and General Counsel of, and a partner in, Calera Capital, a
private equity fund. Mr. Baker has served in various capacities
with Calera Capital and its predecessor, Fremont Partners, since
1998.
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Jeremy
A. Thatcher
Chief
Financial Officer, Treasurer, Vice President and Assistant
Secretary
c/o
Calera Capital
580
California Street, Suite 2200
San
Francisco, CA 94104
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Managing
Director and Chief Financial Officer of Calera Capital, a private equity
fund, since joining Calera Capital in
2007.
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