Politan Capital Management amends Azenta stake

TL;DR

Politan Capital Management updated their Azenta stake filing. Keep an eye on this one.

AI Summary

Politan Capital Management LP, through its affiliates, has filed an amendment to its Schedule 13D concerning Azenta, Inc. (formerly Brooks Automation, Inc.). The filing, dated November 4, 2024, indicates a change in beneficial ownership. Politan Capital Management LP is based in New York, NY, and Azenta, Inc. is headquartered in Burlington, MA.

Why It Matters

This filing signals a potential shift in the shareholder landscape of Azenta, Inc., which could influence future corporate strategy or governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist campaigns, introducing uncertainty.

Key Players & Entities

• Politan Capital Management LP (company) — Filing entity
• Azenta, Inc. (company) — Subject company
• Brooks Automation, Inc. (company) — Former name of subject company
• POLITAN CAPITAL MANAGEMENT GP LLC (company) — Group member
• POLITAN CAPITAL PARTNERS GP LLC (company) — Group member
• QUENTIN KOFFEY (person) — Group member

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $211,167,809 — by Politan Master Fund is approximately $211,167,809. The source of funding for such transac

Filing Documents

• tm2427378d1_sc13da.htm (SC 13D/A) — 67KB
• 0001104659-24-113685.txt ( ) — 68KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER

of the Schedule 13D

Item 1 of the Schedule 13D is hereby amended and supplemented with the following information: “As of November 4, 2024, each of the Reporting Persons beneficially owns an aggregate of 4,611,752 shares of Common Stock. These shares represent approximately 9.4% of the outstanding shares of Common Stock.”

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

of the Schedule 13D is hereby amended and supplemented with

Item 3 of the Schedule 13D is hereby amended and supplemented with the following information: “The net investment costs (including commissions, if any) of the Common Stock referenced in Item 5 directly owned by Politan Master Fund is approximately $211,167,809. The source of funding for such transactions was derived from the capital of the Politan Funds.”

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION

of the Schedule 13D

Item 4 of the Schedule 13D is hereby amended and supplemented with the following information: “On November 1, 2024, Politan, Politan Management, Politan Capital NY LLC and Politan GP (the “ Politan Parties ”) entered into a Cooperation Agreement (the “ Cooperation Agreement ”) with the Issuer, whereby the Issuer agreed to, among other things: (a) increase the size of the Board by three (3) directors and appoint Quentin Koffey to the Board, effective November 1, 2024, with an initial term expiring at the Issuer’s 2025 Annual Meeting of Stockholders (the “ 2025 Annual Meeting ”); (b) establish a new Value Creation Committee of the Board (the “ Committee ”); (c) appoint Mr. Koffey, William Cornog, Alan Malus, Martin Madaus and John Marotta to the Committee (collectively, the “ Initial Value Creation Committee Members ”), with Mr. Cornog appointed as the Chair of the Committee and Frank Casal appointed as a non-voting observer of the Committee (collectively with the Initial Value Creation Committee Members, the “ Value Creation Committee Participants ”); (d) appoint Mr. Koffey to the Human Resources and Compensation Committee of the Board; (e) nominate the Value Creation Committee Participants for election to the Board at the 2025 Annual Meeting; and (f) two directors serving on the Board immediately prior to the execution of the Cooperation Agreement not standing for re-election to the Board at the 2025 Annual Meeting. Further, pursuant to the Cooperation Agreement, the Politan Parties are subject to certain customary voting commitments, standstill, confidentiality and mutual non-disparagement provisions (subject to certain customary carveouts) that generally remain in place until the earlier of (x) the date that is 30 days prior to the notice deadline under the Bylaws for the nomination of director candidates for election to the Board at the Issuer’s 2026 Annual Meeting of Stoc

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) and Item 5(b) of

Item 5(a) and Item 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows: “(a), (b) Each of the Reporting Persons beneficially owns an aggregate of 4,611,752 shares of Common Stock (the “ Subject Shares ”). The Subject Shares represent approximately 9.4% of the outstanding shares of Common Stock, based on 48,915,621 shares of Common Stock outstanding as of August 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2024. Politan, as the investment advisor to the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Politan Management, as the general partner of Politan, which is in turn the investment advisor to the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Politan GP, as the general partner of the Politan Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares. Mr. Koffey, as the Managing Partner and Chief Investment Officer of Politan, and as the Managing Member of Politan Management and Politan GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.”

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

of the Schedule 13D

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: “The information set forth in Item 4 with respect to the Cooperation Agreement is incorporated herein by reference.”

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct. Date: November 4, 2024 POLITAN CAPITAL MANAGEMENT LP By: Politan Capital Management GP LLC, its general partner By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member POLITAN CAPITAL MANAGEMENT GP LLC By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member POLITAN CAPITAL PARTNERS GP LLC By: /s/ Quentin Koffey Name: Quentin Koffey Title: Managing Member QUENTIN KOFFEY By: /s/ Quentin Koffey Name: Quentin Koffey INDEX TO EXHIBITS Exhibit Description Exhibit 99.1 Joint Filing Agreement among Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital Partners GP LLC, and Quentin Koffey* Exhibit 99.2 Trading Data* Exhibit 99.3 Trading Data* Exhibit 99.4 Cooperation Agreement, by and among the Issuer and Politan Capital Management LP, Politan Capital Management GP LLC, Politan Capital NY LLC, and Politan Capital Partners GP LLC, dated as of November 1, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on November 4, 2024). *Previously filed.

View Full Filing

View this SC 13D/A filing on SEC EDGAR