UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GSI Group Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
36229U102
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(CUSIP Number)
Ellen Porges, Esq.
Goldman Sachs Asset Management
One New York Plaza
New York, NY 10004
212-902-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 22, 2009
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(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 13d-7 for other parties
to whom copies are to be sent.
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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.
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).
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP No. 36229U102 SCHEDULE 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSON
Goldman Sachs Asset Management
(Goldman Sachs Asset Management, L.P., together with GS
Investment Strategies, LLC, "Goldman Sachs Asset Management")
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,534,369
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,534,369
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,369
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.2% (see Item 4)
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14 TYPE OF REPORTING PERSON
IA
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CUSIP No. 36229U102 SCHEDULE 13D Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
Liberty Harbor I GP, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,534,369
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,534,369
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,369
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.2% (see Item 4)
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14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 36229U102 SCHEDULE 13D Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
Liberty Harbor Master Fund I, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 1,534,369
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
1,534,369
------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,369
------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.2% (see Item 4)
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14 TYPE OF REPORTING PERSON
PN
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CUSIP No. 36229U102 SCHEDULE 13D Page 5 of 11 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, no par value
(the "Common Stock"), of GSI Group Inc., a company continued and existing under
the laws of the Province of New Brunswick, Canada (the "Issuer"). The principal
executive offices of the Issuer are located at: 125 Middlesex Turnpike, Bedford,
Massachusetts 01730.
ITEM 2. IDENTITY AND BACKGROUND
This statement on Schedule 13D is being filed by Goldman Sachs Asset
Management ("GSAM", which is comprised of Goldman Sachs Asset Management, L.P.,
a Delaware limited partnership ("GSAM LP") and GS Investment Strategies, LLC, a
Delaware limited liability company ("GSIS")), Liberty Harbor I GP, LLC ("LH I
GP") and Liberty Harbor Master Fund I, L.P. ("Liberty Harbor"). Each of GSAM, LH
I GP and Liberty Harbor are referred to herein as a "Reporting Person" and
collectively, GSAM, LH I GP and Liberty Harbor are referred to herein as the
"Reporting Persons".
Neither the present filing nor anything contained herein shall be construed
as an admission that any Reporting Person constitutes a "person" for any purpose
other than for compliance with Section 13(d) of the Act.
GSAM LP, a Delaware limited partnership, and GSIS, a Delaware limited
liability company, are each investment advisors registered under the Investment
Advisers Act of 1940, as amended. GSAM LP serves as the investment manager to
Liberty Harbor, a Cayman Islands exempted limited partnership. LH I GP, a
Delaware limited liability company, serves as the general partner of Liberty
Harbor. LH I GP is wholly owned by GSAM LP. Liberty Harbor was formed for the
purpose of achieving risk-adjusted returns by utilizing various trading
strategies. The principal business address of each Reporting Person is 32 Old
Slip, New York, New York 10005.
The name, business address, present principal occupation or employment and
citizenship of each executive officer of GSAM are set forth in Schedule I-A
hereto and are incorporated herein by reference. The name, business address,
present principal occupation or employment and citizenship of each member of
each executive officer of LH I GP are set forth in Schedule I-B hereto and are
incorporated herein by reference.
During the last five years, none of the Reporting Persons, nor, to the
knowledge of each of the Reporting Persons, any of the persons listed on
Schedule I-A or Schedule I-B hereto, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.
The Reporting Persons have entered into a Joint Filing Agreement, dated
July 2, 2009, with respect to the joint filing of this statement, and any
amendment or amendments hereto, a copy of which is attached hereto as Exhibit 1.
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CUSIP No. 36229U102 SCHEDULE 13D Page 6 of 11 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock reported herein were acquired through a cashless
exercise of the Warrants (as defined in Item 4 below) issued to Liberty Harbor
(the "Original LH Warrants"). The Original LH Warrants were issued to Liberty
Harbor in connection with its purchase of the Notes (as defined in Item 4 below)
pursuant to the Securities Purchase Agreement (as defined in Item 4 below) (the
Notes so purchased, the "Original LH Notes"). The Original LH Notes and Original
LH Warrants were acquired with Liberty Harbor's investment funds in accounts
under management. A total of $55,000,000 was paid to acquire the Original LH
Notes and the Original LH Warrants.
None of the individuals listed on Schedule I-A or Schedule I-B hereto has
contributed any funds or other consideration towards the acquisition of the
shares of Common Stock reported herein except insofar as they may have
partnership or member interests in any of the Reporting Persons and have made
capital contributions to any of the Reporting Persons, as the case may be.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock reported herein are held directly by Liberty
Harbor. The shares of Common Stock reported herein were acquired upon an
automatic cashless exercise of the Original LH Warrants for investment purposes,
in the ordinary course of the Reporting Person's business, because the Reporting
Persons believed they represented an attractive investment opportunity. The
Reporting Persons may be deemed to beneficially own 1,534,369 shares of Common
Stock, representing approximately 3.2% of the shares of Common Stock outstanding
based on 47,591,899 shares of Common Stock outstanding as set forth in the Rule
424(b)(3) Prospectus filed by the Issuer on October 23, 2008.
On July 9, 2008, pursuant to a Securities Purchase Agreement (the
"Securities Purchase Agreement"), by and among the Issuer, GSI Group Corporation
(the "Subsidiary"), Liberty Harbor and certain other parties thereto (together,
the "Lenders"), Liberty Harbor purchased (x) 11% Senior Notes (the "Notes") of
the Subsidiary issued pursuant to that certain Indenture, dated as of August 20,
2008 (the "Indenture"), between the Subsidiary, the Issuer and Eagle Acquisition
Corporation, as guarantors, and The Bank of New York Mellon Trust Company, N.A.,
as trustee (in such capacity, the "Trustee") and (y) Warrants to Purchase Common
Stock (the "Warrants") pursuant to the Warrant Agreement, dated August 20, 2008,
by and among GSI Group Inc. and the Lenders (the "Warrant Agreement").
Concurrently with the closing of the transactions contemplated by the
Securities Purchase Agreement, the Issuer and the Lenders entered into a
Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to
which the Issuer agreed to provide certain registration rights with respect to
the shares of Common Stock issuable upon exercise of the Warrants under the
Securities Act of 1933, as amended (the "1933 Act") and the rules and
regulations promulgated thereunder, and applicable state securities laws.
The Securities Purchase Agreement, the Registration Right Agreement, the
Indenture and the Warrant, copies of which are referenced, respectively, as
Exhibits 2, 3, 4 and 5 hereto (which incorporates by reference Exhibit 10.1 of
the Current Report on Form 8-K filed by the Issuer on July 11, 2008, and
Exhibits 10.3, 10.1 and 10.2 of the Current Report on Form 8-K filed by the
Issuer on August 21, 2008) are each incorporated herein by reference.
The Original LH Warrants were automatically exercised into 1,534,369 shares
of Common Stock pursuant to the terms of the Warrant Agreement on a cashless
basis at the time the registration statement filed by the Issuer pursuant to the
Registration Rights Agreement was declared effective by the Securities and
Exchange Commission (the "SEC").
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CUSIP No. 36229U102 SCHEDULE 13D Page 7 of 11 Pages
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On December 3, 2008, Liberty Harbor delivered a notice of default pursuant
to Section 6.01(4) of the Indenture to the Subsidiary (the "Default Notice"),
which set forth a default by the Subsidiary pursuant to Section 4.02(a) of the
Indenture, as a result of the Issuer's failure to (i) timely file its Quarterly
Report on Form 10-Q for the quarterly period ended September 26, 2008 (the
"September 2008 10-Q") with the SEC within the time periods specified in the
SEC's rules and regulations, (ii) furnish a copy of the same to the Trustee for
delivery to the Holders (as defined in the Indenture) of the Notes and (iii)
post the same on the Issuer's website or otherwise make the same available to
the prospective purchasers of the Notes. The Issuer has not filed the September
2008 10-Q to date. Subject to the Forbearance Agreement described below,
beginning 60 days after the Default Notice was delivered to the Subsidiary,
Liberty Harbor has had the ability, as a holder of $70,000,000 in principal
amount of Notes, to exercise its right to accelerate the indebtedness
outstanding under the Indenture.
On February 6, 2009, the Subsidiary and Liberty Harbor entered into a
Forbearance Agreement pursuant to which Liberty Harbor agreed to forebear from
taking any action or exercising any remedies under the Indenture related to the
above mentioned Event of Default (the "Forbearance Agreement"). The Forbearance
Agreement terminated on February 27, 2009.
The Subsidiary and Liberty Harbor have come to preliminary, non-binding
terms to be used to restructure the debt outstanding under the Indenture (the
"Restructuring"). The proposed terms of the Restructuring were determined as of
June 22, 2009 to include the reduction of the amount of debt outstanding under
the Indenture to $95,000,000, the granting of a first priority lien with respect
to the remaining debt outstanding under the Indenture, the issuance to the
holders of Notes (collectively, the "Noteholders") of a substantial equity
interest in the Issuer in exchange for the reduction in debt (which interest, in
the aggregate, would represent up to 80% of the Issuer's equity on a pro forma
basis), the transition to a board of directors that would be reflective of such
equity ownership, the deletion of certain restrictive covenants in the Indenture
and the implementation of a new management stock and option incentive plan. The
complete preliminary terms of the Restructuring are set forth in a non-binding
term sheet (the "Term Sheet"), a copy of which is referenced as Exhibit 6 hereto
(which incorporates by reference Exhibit 99.1 of the Current Report on Form 8-K
filed by the Issuer on June 30, 2009) which is incorporated herein by reference.
Upon information and belief, certain of the other Noteholders have agreed
with the Subsidiary to the proposed terms of the Restructuring set forth in the
Term Sheet.
The Reporting Persons, through Liberty Harbor, may act in concert with the
other Noteholders solely in their capacity as creditors of the Issuer in
connection with the Restructuring. By virtue of such actions, the Noteholders
may be deemed to form a group within the meaning of Rule 13d-5 of the Act,
however the Reporting Persons expressly disaffirm the existence of a group with
regard to the Common Stock. The Reporting Persons do not have any plans or
proposals to exercise any remedy available to the Reporting Persons by virtue of
the Reporting Persons' beneficial ownership of equity securities of the Issuer.
Although the Reporting Persons do not have any specific plan or proposal to
acquire or dispose of shares of Common Stock other than as set forth above, the
Reporting Persons at any time and from time to time may (i) acquire additional
shares or securities of the Issuer, (ii) dispose of any or all of Liberty
Harbor's securities of the Issuer, (iii) enter into privately negotiated
derivative transactions with institutional counterparties to hedge the market
risk of some or all of Liberty Harbor's positions in the securities of the
Issuer, depending upon the factors
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CUSIP No. 36229U102 SCHEDULE 13D Page 8 of 11 Pages
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described below and/or other investment considerations or (iv) exercise Liberty
Harbor's rights, if any, as a holder of the Notes in connection with a
bankruptcy, restructuring or other case or proceeding of the Issuer.
In addition, the Reporting Persons intend to review Liberty Harbor's
investment in the Issuer on a continuing basis and may seek to influence or
change the Issuer's operations or business development plans, business strategy,
management or directors, competitive position, capital structure or capital
management policy, including, without limitation, through potential discussions
with management, directors, other shareholders and the other Noteholders,
existing or potential strategic partners or competitors of the Issuer, industry
analysts, investment and financing professionals and/or other third parties.
Such matters and discussions may materially affect, and result in, the Reporting
Persons modifying Liberty Harbor's investment in the Issuer, exchanging
information with any of such persons pursuant to appropriate confidentiality or
similar agreements or otherwise, working together with any of such persons
pursuant to joint agreements or otherwise, proposing changes in the Issuer's
operations, governance, capitalization or strategic plans, or in proposing or
engaging in one or more other actions set forth under subsections (a) through
(j) of Item 4 of Schedule 13D. Factors that may influence the Reporting Persons'
actions include, but are not limited to, their view regarding the Issuer's
operations, business strategy, prospects, financial position and/or strategic
direction, the outcome of the discussions and actions referenced herein, price
levels of the Common Stock and other securities, availability of funds,
subsequent developments affecting the Issuer, other investment and business
opportunities available to the Reporting Persons, conditions in the securities
and debt market, general economic and industry conditions and other factors that
the Reporting Persons may deem relevant from time to time.
Except as described herein, the Reporting Persons do not have any plans or
proposals which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule
13D. The Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate plans or
proposals with respect thereto. To the knowledge of each Reporting Person, each
of the persons listed on Schedule I-A or Schedule I-B hereto may make similar
evaluations from time to time or on an ongoing basis.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) GSAM and LH I GP may be deemed to beneficially own indirectly, and
Liberty Harbor may be deemed to benefically own directly, 1,534,369 shares of
Common Stock, representing approximately 3.2% of the shares of Common Stock
outstanding based on 47,591,899 shares of Common Stock outstanding as set forth
in the Rule 424(b)(3) Prospectus filed by the Issuer on October 23, 2008. None
of the Reporting Persons or, to the knowledge of any of the Reporting Persons,
any of the persons listed on Schedule I-A or Schedule I-B hereto may be deemed
to beneficially own any shares of Common Stock other than as set forth herein.
In accordance with Securities and Exchange Commission Release No. 34-39538
(January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by the Reporting Persons. Each of GSAM LP and GSIS is a
wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). This
filing does not reflect securities, if any, beneficially owned by GS Group or
any other subsidiaries of GS Group whose ownership is disaggregated from that of
the Reporting Persons in accordance with the Release, and, in reliance on the
Release, this filing does not include information regarding GS Group and its
directors and executive officers as contemplated by Instruction C to Schedule
13D. GSAM LP and GSIS, each an investment adviser, disclaim beneficial ownership
of the securities beneficially owned by (i) any client accounts with respect to
which GSAM LP or GSIS or their employees have voting or investment discretion,
or both, and (ii) securities managed, if any, on GSAM LP's or GSIS's behalf, by
third parties.
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CUSIP No. 36229U102 SCHEDULE 13D Page 9 of 11 Pages
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The Reporting Persons hereby expressly disclaim (i) the existence of, and
any membership in, any group for purposes of Section 13(d) of the Act with any
other Noteholder and (ii) any beneficial ownership of securities held by any
person or entity (including any other Noteholder) other than the shares of
Common Stock beneficially owned by the Reporting Persons.
(b) Each Reporting Person shares the power to vote or direct the vote and
to dispose or direct the disposition of the shares of Common Stock beneficially
owned by such Reporting Person as indicated herein.
(c) No transactions in the Common Stock were effected by the Reporting
Persons or, to the knowledge of any of the Reporting Persons, any of the persons
listed on Schedule I-A or Schedule I-B hereto, from May 3, 2009 through July 2,
2009.
(d) Except for clients of GSAM who may have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock held by Liberty Harbor, 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 of
Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As described in Item 4 above, in connection with the issuance of the
Original LH Note and the Original LH Warrants, on July 9, 2008, the Issuer, the
Subsidiary and the Lenders entered into the Securities Purchase Agreement and
upon the consummation of the transactions contemplated by the Securities
Purchase Agreement, on August 20, 2009, the Issuer and the Lenders entered into
the Registration Right Agreement, copies of which are referenced as Exhibits 2
and 3 hereto, respectively (which incorporates by reference Exhibit 10.1 of the
Current Report on Form 8-K filed by the Issuer on July 11, 2008 and Exhibit 10.3
of the Current Report on Form 8-K filed by the Issuer on August 21, 2008) and
the Subsidiary issued to Liberty Harbor the Original LH Note pursuant to the
Indenture and the Issuer issued to Liberty Harbor the Original LH Warrants
pursuant to the Warrant Agreement, copies of which are referenced as Exhibits 4
and 5 hereto, respectively (which incorporates by reference Exhibits 10.1 and
10.2 of the Current Report on Form 8-K filed by the Issuer on August 21, 2008).
As described in Item 4 above, on December 3, 2008, Liberty Harbor delivered
the Default Notice to the Issuer.
As described in Item 4 above, on February 6, 2009, Liberty Harbor entered
into a Forbearance Agreement with the Subsidiary.
As described in Item 4 above, the Subsidiary and Liberty Harbor have come
to preliminary, non-binding terms to effect the Restructuring, which, on June
22, 2009, were determined to include the terms set forth in the Term Sheet, a
copy of which is referenced as Exhibit 6 hereto (which incorporates by reference
Exhibit 99.1 of the Current Report on Form 8-K filed by the Issuer on June 30,
2009).
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CUSIP No. 36229U102 SCHEDULE 13D Page 10 of 11 Pages
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Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto, a copy of which is attached
hereto as Exhibit 1.
The Reporting Persons may, from time to time, in the ordinary course of
business, be party to, enter into or unwind certain cash settled equity
derivatives or similar contractual arrangements which provide indirect economic
exposure to, but do not give the Reporting Persons direct or indirect voting,
investment or dispositive power over, securities of the Issuer and which may be
significant in amount. The profit, loss and/or return on such contracts may be
wholly or partially dependent on the market value of the securities of the
Issuer, the relative value of securities of the Issuer in comparison to one or
more other financial instruments, indexes or securities, a basket or group of
securities in which the securities of the Issuer may be included, or a
combination of any of the foregoing. Accordingly, the Reporting Persons disclaim
any beneficial ownership in the securities that may be referenced in such
contracts.
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
1. Joint Filing Agreement, dated July 2, 2009, by and among Goldman Sachs
Asset Management, L.P., GS Investment Strategies, LLC, Liberty Harbor I GP, LLC
and Liberty Harbor Master Fund I, L.P.
2. Securities Purchase Agreement, dated July 8, 2009, by and among the
Issuer, the Subsidiary, Liberty Harbor and certain other parties thereto
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by GSI Group Inc. on July 11, 2008).
3. Registration Rights Agreement, dated August 20, 2008, by and among GSI
Group Inc. and the Lenders (incorporated by reference to Exhibit 10.3 to the
Current Report on Form 8-K filed by GSI Group Inc. on August 21, 2008).
4. Indenture (including the Forms of Notes), dated August 20, 2008, by and
among GSI Group Corporation, as Issuer, GSI Group Inc., as a Guarantor, Eagle
Acquisition Corporation, as a Guarantor, and The Bank of New York Mellon Trust
Company, N.A., as Trustee (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by GSI Group Inc. on August 21, 2008).
5. Warrant Agreement, dated August 20, 2008, by and among GSI Group Inc. and
the Lenders (incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed by GSI Group Inc. on August 21, 2008).
6. Term Sheet (incorporated by reference to Exhibit 99.1 of the Current
Report on Form 8-K filed by the Issuer on June 30, 2009).
7. Power of Attorney, dated June 30 ,2009, relating to Goldman Sachs Asset
Management, L.P.
8. Power of Attorney, dated June 30,2009, relating to GS Investment
Strategies, LLC
9. Power of Attorney, dated June 30,2009, relating to Liberty Harbor I GP,
LLC
10. Power of Attorney, dated June 30,2009, relating to Liberty Harbor Master
Fund I, L.P.
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CUSIP No. 36229U102 SCHEDULE 13D Page 11 of 11 Pages
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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: July 2, 2009
GOLDMAN SACHS ASSET MANAGEMENT, L.P
By: /s/ Yvette Kosic
---------------------
Name: Yvette Kosic
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By: /s/ Yvette Kosic
---------------------
Name: Yvette Kosic
Title: Attorney-in-fact
LIBERTY HARBOR I GP, LLC
By: /s/ Yvette Kosic
---------------------
Name: Yvette Kosic
Title: Attorney-in-fact
LIBERTY HARBOR MASTER FUND I, L.P.
By: LIBERTY HARBOR I GP, LLC, its general partner
By: /s/ Yvette Kosic
---------------------
Name: Yvette Kosic
Title: Attorney-in-fact
Schedule I-A
The name, position and present principal occupation of each executive officer of
GSAM are set forth below.
The business address for all the executive officers listed below is c/o Goldman
Sachs Asset Management, L.P., 32 Old Slip, New York, New York 10005.
All executive officers listed below are United States citizens.
----------------- --------------------------------------- -----------------------------------
Name Position Present Principal Occupation
Marc A. Spilker Co-Head, Investment Managing Director of Goldman,
Management Division of Sachs & Co.
The Goldman Sachs Group,
Inc. (Co-Chief Executive
Officer)
----------------- --------------------------------------- -----------------------------------
Timothy J. Co-Head, Investment Managing Director of Goldman,
O'Neill Management Division of Sachs & Co.
The Goldman Sachs Group,
Inc. (Co-Chief Executive
Officer)
----------------- --------------------------------------- -----------------------------------
Eric Lane Co-Chief Operating Officer, Investment Managing Director of
Management Division of Goldman, Sachs & Co.
The Goldman Sachs Group,
Inc.
----------------- --------------------------------------- -----------------------------------
Steve McGuiness Co-Chief Operating Officer, Investment Managing Director of Goldman,
Management Division of Sachs & Co.
The Goldman Sachs Group, Inc.
----------------- --------------------------------------- -----------------------------------
Gavin O'Connor Chief Financial Officer, Investment Managing Director of Goldman,
Management Division of Sachs & Co.
The Goldman Sachs Group,
Inc. (Chief Legal Officer)
----------------- --------------------------------------- -----------------------------------
Ellen Porges General Counsel, Investment Managing Director of Goldman,
Management Division of Sachs & Co.
The Goldman Sachs Group,
Inc. (Chief Legal Officer)
----------------- --------------------------------------- -----------------------------------
Michael J. Chief Compliance Officer, Managing Director of Goldman,
Richman Investment Management Division Sachs & Co.
of The Goldman Sachs Group, Inc.
Schedule I-B
The name, position and present principal occupation of each executive officer of
Liberty Harbor I GP, LLC are set forth below.
The business address for all the executive officers listed below is c/o Liberty
Harbor I GP, LLC, 32 Old Slip, New York, New York 10005.
All executive officers listed below are United States citizens.
----------------- ---------------- --------------------------------------------
Name Position Present Principal Occupation
Gregg Felton President Managing Director of Goldman, Sachs & Co.
----------------- ---------------- --------------------------------------------
Brendan McGovern Vice President Managing Director of Goldman, Sachs & Co.
----------------- ---------------- --------------------------------------------
Salvatore Lentini Vice President Managing Director of Goldman, Sachs & Co.
----------------- ---------------- --------------------------------------------
David Frechette Vice President Managing Director of Goldman, Sachs & Co.
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Ben I. Adler Secretary Managing Director of Goldman, Sachs & Co.
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Gavin O'Connor Treasurer Managing Director of Goldman, Sachs & Co.
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange
Act of 1934, the undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with respect to the
Common Stock, without par value, of GSI GROUP INC. and further agree to the
filing of this agreement as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement to file on its
behalf any and all amendments to such Statement on Schedule 13D.
Dated: July 2, 2009
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Yvette Kosic
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Name: Yvette Kosic
Title: Attorney-in-fact
GS INVESTMENT STRATEGIES, LLC
By: /s/ Yvette Kosic
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Name: Yvette Kosic
Title: Attorney-in-fact
LIBERTY HARBOR I GP, LLC
By: /s/ Yvette Kosic
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Name: Yvette Kosic
Title: Attorney-in-fact
LIBERTY HARBOR MASTER FUND I, L.P.
By: LIBERTY HARBOR I GP, LLC, its general partner
By: /s/ Yvette Kosic
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Name: Yvette Kosic
Title: Attorney-in-fact
EXHIBIT 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS ASSET MANAGEMENT, L.P.
(the "Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Anthony DeRose, Andrea Louro DeMar, Yvette Kosic, Rachel Parrish,
Justine Hansen and Kevin P. Treanor, (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 30, 2009.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
By: /s/ Jonathan M. Lamm
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Name: Jonathan M. Lamm
Title: Authorized Signatory
EXHIBIT 8
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS that GS INVESTMENT STRATEGIES, LLC (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Anthony DeRose, Andrea Louro DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen
and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 30, 2009.
GS INVESTMENT STRATEGIES, LLC
By: /s/ Jonathan M. Lamm
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Name: Jonathan M. Lamm
Title: Vice President
EXHIBIT 9
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS that LIBERTY HARBOR I GP, LLC (the "Company")
does hereby make, constitute and appoint each of Bruce A. Albert, Anthony
DeRose, Andrea Louro DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen and
Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 30, 2009.
LIBERTY HARBOR I GP, LLC
By: /s/ Jonathan M. Lamm
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Name: Jonathan M. Lamm
Title: Assistant Treasurer
EXHIBIT 10
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS that LIBERTY HARBOR MASTER FUND I, L.P. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Anthony DeRose, Andrea Louro DeMar, Yvette Kosic, Rachel Parrish, Justine Hansen
and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 30, 2009.
LIBERTY HARBOR MASTER FUND I, L.P.
By: /s/ Jonathan M. Lamm
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Name: Jonathan M. Lamm
Title: Assistant Treasurer