Item 1(a). Name of Issuer
Life Technologies Corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices
5791 Van Allen Way, Carlsbad, CA 92008
Item 2(a). Name of Person Filing
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
i) Glenview Capital Management, LLC (“Glenview Capital Management”);
ii) Lawrence M. Robbins (“Mr. Robbins”).
This Statement relates to Shares (as defined herein) held for the accounts of Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Capital Master Fund”), Glenview Institutional Partners, L.P., a Delaware limited partnership (“Glenview Institutional Partners”), GCM Little Arbor Master Fund, Ltd., a Cayman Islands exempted company (“GCM Little Arbor Master Fund”), GCM Little Arbor Institutional Partners, L.P., a Delaware limited partnership (“GCM Little Arbor Institutional Partners”), GCM Little Arbor Partners, L.P., a Delaware limited partnership (“GCM Little Arbor Partners”), GCM Opportunity Fund, L.P., a Delaware limited partnership (“GCM Opportunity Fund”), Glenview Capital Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital Opportunity Fund”) and Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands exempted company (“Glenview Offshore Opportunity Master Fund”).
Glenview Capital Management serves as investment manager to each of Glenview Capital Partners, Glenview Capital Master Fund, Glenview Institutional Partners, GCM Little Arbor Master Fund, GCM Little Arbor Institutional Partners, GCM Little Arbor Partners, GCM Opportunity Fund, Glenview Capital Opportunity Fund and Glenview Offshore Opportunity Master Fund. Mr. Robbins is the Chief Executive Officer of Glenview Capital Management. In such capacities, Glenview Capital Management and Mr. Robbins may be deemed to have voting and dispositive power over the Shares held for such accounts.
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CUSIP No. 53217V109
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Page 5 of 10 Pages
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Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of each of Glenview Capital Management and Mr. Robbins is 767 Fifth Avenue, 44th Floor, New York, New York 10153.
Item 2(c). Citizenship
i) Glenview Capital Management is a Delaware limited liability company;
ii) Mr. Robbins is a citizen of the United States of America.
Item 2(d). Title of Class of Securities
Common Stock, $0.01 par value per share (the “Shares”)
Item 2(e). CUSIP Number
53217V109
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership.
Item 4(a). Amount Beneficially Owned:
As of November 19, 2010, each of Glenview Capital Management and Mr. Robbins may be deemed to be the beneficial owner of 9,450,612 Shares. This amount consists of: (A) 213,684 Shares held for the account of Glenview Capital Partners; (B) 2,746,229 Shares held for the account of Glenview Capital Master Fund; (C) 1,545,807 Shares held for the account of Glenview Institutional Partners; (D) 43,575 Shares held for the account of GCM Little Arbor Master Fund; (E) 15,027 Shares held for the account of GCM Little Arbor Institutional Partners; (F) 7,781 Shares held for the account of GCM Little Arbor Partners; (G) 494,980 Shares and 44,200 Shares entitled to be received upon exercise of options held for the account of GCM Opportunity Fund; (H) 1,724,559 Shares and 154,000 Shares entitled to be received upon exercise of options held for the account of Glenview Capital Opportunity Fund and (I) 2,258,970 Shares and 201,800 Shares entitled to be received upon exercise of options held for the account of Glenview Offshore Opportunity Master Fund.
Item 4(b). Percent of Class:
The number of Shares, including Shares entitled to be obtained upon exercise of derivatives, of which each of Glenview Capital Management and Mr. Robbins may be deemed to be the beneficial owner constitutes approximately 5.1% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recently-filed quarterly report on Form 10-Q filed on November 5, 2010, reflecting 186,727,590 shares outstanding as of November 2, 2010).
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CUSIP No. 53217V109
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Page 6 of 10 Pages
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Item 4(c). Number of shares as to which such person has:
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Glenview Capital Management and Mr. Robbins:
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(i) Sole power to vote or direct the vote:
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0
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(ii) Shared power to vote or direct the vote:
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9,450,612
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(iii) Sole power to dispose or direct the disposition of:
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0
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(iv) Shared power to dispose or direct the disposition of:
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9,450,612
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Item 5. Ownership of Five Percent or Less of a Class
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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See disclosure in Item 2 hereof.
Item 8. Identification and Classification of Members of the Group
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group
This Item 9 is not applicable.
Item 10. Certification
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 53217V109
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Page 7 of 10 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.
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Date: November 22, 2010
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GLENVIEW CAPITAL MANAGEMENT, LLC
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By: /s/ Mark J. Horowitz
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Name: Mark J. Horowitz
Title: Attorney-in-fact for Lawrence M. Robbins,
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individually and as Chief Operating Officer
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and General Counsel of Glenview Capital
Management, LLC
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Date: November 22, 2010
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LAWRENCE M. ROBBINS
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By: /s/ Mark J. Horowitz
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Name: Mark J. Horowitz
Title: Attorney-in-fact for Lawrence M. Robbins,
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individually and as Chief Operating Officer
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and General Counsel of Glenview Capital
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Management, LLC
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Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
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CUSIP No. 53217V109
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Page 8 of 10 Pages
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EXHIBIT INDEX
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A
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Joint Filing Agreement, dated November 22, 2010 by Glenview Capital Management, LLC
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9
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B
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Power of Attorney, dated February 10, 2009 by Lawrence M. Robbins
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10
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CUSIP No. 53217V109
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EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Life Technologies Corp dated as of November 22, 2010 and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended.
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Date: November 22, 2010
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GLENVIEW CAPITAL MANAGEMENT, LLC
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By: /s/ Mark J. Horowitz
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Name: Mark J. Horowitz
Title: Attorney-in-fact for Lawrence M. Robbins,
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individually and as Chief Operating Officer
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and General Counsel of Glenview Capital
Management, LLC
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Date: November 22, 2010
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LAWRENCE M. ROBBINS
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By: /s/ Mark J. Horowitz
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Name: Mark J. Horowitz
Title: Attorney-in-fact for Lawrence M. Robbins,
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individually and as Chief Operating Officer
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and General Counsel of Glenview Capital
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Management, LLC
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CUSIP No. 53217V109
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Page 10 of 10 Pages
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EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, Lawrence M. Robbins, hereby make, constitute and appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Executive Officer or in other capacities of Glenview Capital Management, LLC, a Delaware limited liability company, and each of its affiliates or entities advised or controlled by me or Glenview Capital Management, LLC, all documents, certificates, instruments, statements, filings and agreements (“documents”) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including, without limitation, all documents relating to filings with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended (the “Act”), and the rules and regulations promulgated thereunder, including, without limitation: (1) all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act, including, without limitation: (a) any acquisition statements on Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and (2) any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This Power of Attorney shall remain in effect until revoked, in writing, by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th day of February, 2009.
/s/ Lawrence M. Robbins
Lawrence M. Robbins