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CUSIP
No.
00516Q109
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Page
2 of 10
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SCHEDULE
13D
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1.
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NAME
OF REPORTING PERSON:
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Magnetar
Financial LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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|
|
OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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NUMBER
OF
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SHARES
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1,310,142
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BENEFICIALLY
OWNED
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9.
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SOLE
DISPOSITIVE POWER
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BY
EACH REPORTING
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PERSON
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0
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WITH
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10.
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SHARED
DISPOSITIVE POWER
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1,310,142
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,310,142
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%
1
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14.
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TYPE
OF REPORTING PERSON
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IA;
OO
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1
Based
on 23,220,892 shares of common stock issued and outstanding as of August
30,
2007 plus 290,000 shares of common stock issuable upon exercise of warrants
held
by Magnetar Capital Master Fund, Ltd
|
CUSIP
No.
00516Q109
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Page 3
of 10
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SCHEDULE
13D
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1.
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NAME
OF REPORTING PERSON:
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Magnetar
Capital Partners LP
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
|
x
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3.
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SEC
USE ONLY
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4.
|
SOURCE
OF FUNDS
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|
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OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
|
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|
|
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o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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7.
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SOLE
VOTING POWER
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0
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8.
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SHARED
VOTING POWER
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NUMBER
OF
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SHARES
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2,212,858
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BENEFICIALLY
OWNED
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9.
|
SOLE
DISPOSITIVE POWER
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BY
EACH REPORTING
|
|
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|
PERSON
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0
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WITH
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10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
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2,212,858
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11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
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2,212,858
|
|
|
|
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
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|
|
|
|
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|
o
|
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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9.4%
2
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14.
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TYPE
OF REPORTING PERSON
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HC;
OO
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2
Based
on 23,220,892 shares of common stock issued and outstanding as of August
30,
2007 plus 290,000 shares of common stock issuable upon exercise of warrants
held
by Magnetar Capital Master Fund, Ltd
|
CUSIP
No.
00516Q109
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Page 4
of 10
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SCHEDULE
13D
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1.
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NAME
OF REPORTING PERSON:
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Supernova
Management LLC
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
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|
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|
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(b)
|
x
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS
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|
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|
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|
OO
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|
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
|
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|
|
|
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o
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Delaware
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7
.
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SOLE
VOTING POWER
|
|
|
|
|
|
|
|
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0
|
|
|
|
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8.
|
SHARED
VOTING POWER
|
|
|
|
NUMBER
OF
|
|
|
|
|
|
SHARES
|
|
2,212,858
|
|
|
|
BENEFICIALLY
OWNED
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
BY
EACH REPORTING
|
|
|
|
|
|
PERSON
|
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0
|
|
|
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WITH
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
2,212,858
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
2,212,858
|
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
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|
o
|
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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9.4%
3
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14.
|
TYPE
OF REPORTING PERSON
|
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|
|
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HC;
OO
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3
Based
on 23,220,892 shares of common stock issued and outstanding as of August
30,
2007 plus 290,000 shares of common stock issuable upon exercise of warrants
held
by Magnetar Capital Master Fund, Ltd
|
CUSIP
No.
00516Q109
|
|
|
Page 5
of 10
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SCHEDULE
13D
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1.
|
NAME
OF REPORTING PERSON:
|
|
|
|
|
|
|
|
|
|
|
|
Alec
N. Litowitz
|
|
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
o
|
|
|
|
|
(b)
|
x
|
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3.
|
SEC
USE ONLY
|
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4.
|
SOURCE
OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
|
OO
|
|
|
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
|
|
|
|
|
7.
|
SOLE
VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED
VOTING POWER
|
|
|
|
NUMBER
OF
|
|
|
|
|
|
SHARES
|
|
2,212,858
|
|
|
|
BENEFICIALLY
OWNED
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
BY
EACH REPORTING
|
|
|
|
|
|
PERSON
|
|
0
|
|
|
|
WITH
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
|
2,212,858
|
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
2,212,858
|
|
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
9.4%
4
|
|
|
|
|
14.
|
TYPE
OF REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
|
HC;
IN
|
|
|
|
4
Based
on 23,220,892 shares of common stock issued and outstanding as of August
30,
2007 plus 290,000 shares of common stock issuable upon exercise of warrants
held
by Magnetar Capital Master Fund, Ltd
SCHEDULE
13D
ITEM
1. SECURITY
AND ISSUER
This
Schedule 13D (this “Statement”)
relates to the common stock, par value $0.0001 per share (the “Shares”), of 180
Connect Inc., a Delaware corporation (the “Company”) (f/k/a Ad.Venture Partners
Inc.). The principal executive offices of the Company are located at 6501 E.
Belleview Avenue, Englewood, Colorado 80111.
ITEM
2. IDENTITY
AND BACKGROUND
(a) The
persons filing this Statement are Magnetar Financial LLC, a Delaware limited
liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a
Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management
LLC, a Delaware limited liability company (“Supernova Management”), and Alec N.
Litowitz (“Mr. Litowitz”) (collectively, the “Reporting Persons”).
This
Statement relates to the Shares held for the accounts of Magnetar Capital Master
Fund, Ltd, a Cayman Islands exempted company (“Magnetar Capital Master Fund”),
and certain managed accounts (the “Managed Accounts”). Magnetar
Capital Partners serves as the sole member and parent holding company of
Magnetar Financial and Magnetar Investment Management, LLC, a Delaware limited
liability company (“Magnetar Investment Management”). Each of Magnetar Financial
and Magnetar Investment Management are registered investment advisers under
Section 203 of the Investment Advisers Act of 1940, as
amended. Magnetar Financial serves as investment adviser to Magnetar
Capital Master Fund. Magnetar Investment Management serves as
investment manager to the Managed Accounts. In such capacity,
Magnetar Investment Management exercises voting and investment power over the
Shares held for the accounts of the Managed Accounts. Supernova Management
is
the general partner of Magnetar Capital Partners. The manager of Supernova
Management is Mr. Litowitz.
(b) The
business address of the Reporting Persons is 1603 Orrington Avenue, 13
th
Floor,
Evanston,
Illinois 60201.
(c) Magnetar
Capital Master Fund is a private investment fund; Magnetar Financial is an
SEC
registered investment advisor and manager of private investment funds including
Magnetar Capital Master Fund; Magnetar Capital Partners is a privately held
limited partnership and the sole member of Magnetar Financial; Supernova
Management is a privately held partnership and the general partner of Magnetar
Capital Partners; and Mr. Litowitz is a citizen of the United States of America,
manager of Supernova Management and Chief Investment Officer of Magnetar
Financial.
(d) None
of the Reporting Persons has, during the last five years, been convicted in
a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None
of the Reporting Persons has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such Reporting Person 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) Magnetar
Financial is a Delaware limited liability company. Magnetar Capital Partners
is
a Delaware limited partnership. Supernova Management is a Delaware limited
liability company. Mr. Litowitz is a citizen of the United States of
America.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All
funds
used to purchase the securities of the Company set forth herein on behalf of
the
Reporting Persons have come directly from the assets controlled by such
Reporting Persons and their affiliates. The aggregate amount of funds used
in
purchasing the securities included in Item 5 of this Statement was approximately
$9,440,794.46.
ITEM
4. PURPOSE
OF TRANSACTION
The
Reporting Persons initially acquired the securities of the Company as a passive
investment. This Statement is being filed on a protective basis on Schedule
13D
due to the events described below.
On
August
23, 2007, Howard Balter and Ilan Slasky, principal stockholders of the Company,
made a commitment to provide to Magnetar Capital Master Fund approximately
160,000 Shares held by Messrs. Balter and Slasky in the event the Shares held
for the account of Magnetar Capital Master Fund were voted for the Company’s
arrangement proposal described in Form 8-K filed by the Company on March 15,
2007 (such arrangement proposal is referred to herein as the “Arrangement”).
Written agreements evidencing the commitment have not been provided to Magnetar
Capital Master Fund as of September 4, 2007. Prior to the consummation of the
Arrangement, none of the Managed Accounts owned any Shares.
Each
of
the Reporting Persons expressly disclaims that such commitment resulted in
the
Reporting Persons and Messrs. Balter and Slasky being deemed to be a “group”
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations promulgated
thereunder.
Other
than as set forth above, none of the Reporting Persons have any agreement or
understanding with either Mr. Balter or Mr. Slasky with respect to the Company.
Neither the filing of this Statement nor any of its contents shall be deemed
to
constitute an admission by any Reporting Person that it is a “group” with
Messrs. Balter or Slasky or is the beneficial owner of any Shares held by
Messrs. Balter or Slasky for purposes of Section 13(d) of the Exchange Act
and
the rules and regulations promulgated thereunder, and the Reporting Persons
expressly disclaim such “group” status and beneficial ownership.
To
the
extent that the Reporting Persons may be deemed to be a “group” with Messrs.
Balter and Slasky (which “group” status is hereby expressly disclaimed), this
Statement constitutes a separate filing by the Reporting Persons in accordance
with Rule 13d-1(k)(2) under the Exchange Act. Neither Messrs. Balter, Slasky
nor
any of their respective affiliates is a reporting person for purposes of this
Statement. To the extent that the Reporting Persons may be deemed to be a
“group” with Messrs. Balter and Slasky (which “group” status is hereby expressly
disclaimed), the Reporting Persons believe that such “group” would have
terminated at the time the Shares held for the account of Magnetar Capital
Master Fund were voted at the Company’s shareholder meeting on August 24, 2007
at which the Arrangement was being considered.
Each
of
the Reporting Persons reserves the right to acquire additional securities of
the
Company in the open market, in privately negotiated transactions, or otherwise,
to dispose of all or a portion of its holdings in the Company’s securities, or
to change their intention with respect to any or all of the matters referred
to
in this Item 4.
Other
than as described above in this Item 4, the Reporting Persons do not have any
plans or proposals that relate to, or would result in, any actions or events
specified in clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
(a) (i) As
of September 4, 2007, Magnetar Financial may be deemed to be the beneficial
owner of 1,310,142 Shares, 290,000 of which are issuable upon exercise of
warrants of the Company held for the account of Magnetar Capital Master Fund.
Such Shares (including those issuable upon exercise of such warrants) are held
for the account of Magnetar Capital Master Fund, and such Shares represent
5.6%
of the Shares issued and outstanding as of August 30, 2007.
(ii) As
of September 4, 2007, each of Magnetar Capital Partners, Supernova Management
and Mr. Litowitz may be deemed to be the beneficial owner of 2,212,858 Shares,
290,000 of which are issuable upon exercise of warrants of the Company held
for
the account of Magnetar Capital Master Fund. This amount consists of: (A)
1,310,142 Shares (including those issuable upon exercise of such warrants)
held
for the account of Magnetar Capital Master Fund and (B) 902,716 Shares held
in
the Managed Accounts, and such 2,212,858 Shares in the aggregate represent
9.4%
of the Shares issued and outstanding as of August 30, 2007.
As
of
August 23, 2007, the date of the commitment referred to in Item 4 above, each
of
the Reporting Persons may be deemed to have been the beneficial owner of
1,008,100 Shares. Such Shares were held for the account of Magnetar Capital
Master Fund, and such Shares represent 9.0% of the Shares issued and outstanding
as of August 23, 2007 (based on 11,249,997 Shares issued and outstanding as
of
August 13, 2007).
Prior
to
the consummation of the Arrangement, none of the Managed Accounts owned any
Shares.
(b) (i) Magnetar
Financial, Magnetar Capital Partners, Supernova Management and Mr. Litowitz
each
may be deemed to share the power to vote and direct the disposition of the
1,310,142 Shares held for the account of Magnetar Capital Master
Fund.
(ii) Magnetar
Capital Partners, Supernova Management and Mr. Litowitz each may be deemed
to
share the power to vote and direct the disposition of the 902,716 Shares held
in
the Managed Accounts.
(c) Simultaneously
with the Company’s consummation of the Arrangement on August 24, 2007, (i) the
warrants held by Magnetar Capital Master Fund described above became
exercisable, (ii) the shares of the target company held for the account of
Magnetar Capital Master Fund were exchanged for 5,643 Shares (which are
reflected above) and (iii) the shares of the target company held in the Managed
Accounts were exchanged for the 902,716 Shares described above. Prior to the
consummation of the Arrangement, none of the Managed Accounts owned any
Shares.
On
August
28, 2007, 6,399 Shares (which are reflected above) were purchased for the
account of Magnetar Capital Master Fund in a block trade at $3.965 per
share.
On
August
28, 2007, 3,601 Shares (which are reflected above) were purchased for the
account of the Managed Accounts in a block trade at $3.965 per
share.
(d) Not
Applicable.
(e) Not
Applicable.
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES
OF
THE ISSUER
Except
as
otherwise expressly described herein in Item 4, no contracts, arrangements,
understandings or similar relationships exist with respect to the securities
of
the Company among the Reporting Persons and any person or entity.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS
|
99.1
|
Joint
Filing Agreement, dated as of September 4, 2007, among the Reporting
Persons.
|
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:
September 4, 2007
MAGNETAR
FINANCIAL LLC
By:
Magnetar Capital Partners LP, its Sole Member
Name: Alec
N. Litowitz
|
|
Title:
|
Manager
of Supernova Management LLC, the General Partner of Magnetar Capital
Partners LP
|
MAGNETAR
CAPITAL PARTNERS LP
By:
/s/
Alec N. Litowitz
|
|
Title:
|
Manager
of Supernova Management LLC, the General Partner of Magnetar Capital
Partners LP
|
SUPERNOVA
MANAGEMENT LLC
By:
/s/
Alec N. Litowitz
/s/
Alec N. Litowitz
Alec
N.
Litowitz
EXHIBIT
INDEX
|
99.1
|
Joint
Filing Agreement, dated as of September 4, 2007, among the Reporting
Persons.
|