M&A: Pantheon Ventures (US) LP

Form Type: SCHEDULE 13D

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000095017024140905

Comments: On December 17, 2024, a merger transaction was completed between the Issuer, Pantheon Silver Holdings LLC, and Silver Merger Sub LLC, leading to Silver Holdings acquiring 6,365,614 Common Units for $140,778,278.39, approximately $22.12 per Common Unit. Additionally, Silver Holdings exchanged a subsidiary, Pantheon Silver LLC, for 8,670,430 Common Units valued at $208,532,515.52, or $24.05 per Common Unit. These transactions are exempt from registration under Section 4(2) of the Securities Act. Following the merger, the beneficial ownership of the Reporting Persons represents 99.997% of the Issuer's Common Units. The Reporting Persons, which include Pantheon Ventures (US) LP, intend to review their investment and may take action regarding their ownership at any time, discussing potential future corporate transactions including further acquisitions or changes to the Issuer's corporate structure.

Document Link: View Document

Additional details:

Reporting Persons: Pantheon Ventures (US) LP


Merger Date: 2024-12-17


Common Units Acquired: 6,365,614


Purchase Price Per Common Unit: 22.12


Subsidiary Contribution: Pantheon Silver LLC


Common Units Received For Subsidiary: 8,670,430


Purchase Price Per Subsidiary Unit: 24.05


Additional Units Sold: 124,735


Total Purchase Price Additional Units: 3,000,000


Effective Time Merger: 2024-12-17