UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* 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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

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(1) Ares Corporate Opportunities Fund II, L.P. (“ACOF II”), EGS Dutchco B.V. (“EGS Dutchco”), NewBridge International Investment Ltd. (“NewBridge” and, together with ACOF II and EGS Dutchco, the “Parent Members”), G. Drew Conway (“Mr. Conway”) and Paul G. Joubert (“Mr. Joubert” and, together with Mr. Conway, the “Rollover Directors”) are members of SGS Holdings LLC (“Parent”) and ACOF II, ACOF Management II, L.P., ACOF Operating Manager II, L.P., Ares Management LLC and Ares Partners Management Company LLC (collectively, the “Ares Entities” or the “Reporting Persons”) may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) EGS Luxco S.àr.l., Providence Equity Partners VI International L.P., Providence Equity GP VI International L.P. and PEP VI International Ltd. (together with EGS Dutchco, the “Providence Entities”) and (e) Ayala Corporation, Azalea International Venture Partners Ltd. and LiveIt Investments Limited (together with NewBridge, the “Ayala Entities”).  As of April 27, 2012, ACOF II owned 50.8% of the units of membership interest in Parent.  The Reporting Persons (other than ACOF II with respect to the portion of the shares of Common Stock owned by Parent that are attributable to ACOF II’s pecuniary interest in Parent) disclaim beneficial ownership of the securities reported herein and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the statements on Schedule 13D jointly filed by Parent and the Rollover Directors (as amended from time to time, the “Parent/Rollover Directors Schedule 13D”) and the statements on Schedule 13D jointly filed by the Providence Entities and the Ayala Entities (as amended from time to time, the “Providence/Ayala Schedule 13D”), each filed with the U.S. Securities and Exchange Commission (the “Commission”).

 

(2) On April 27, 2012, Stream Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“MergerSub”), effected a short-form merger (the “Merger”) with and into Stream Global Services, Inc. (the “Issuer”) under Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), with the Issuer continuing as the surviving corporation.  Pursuant to the terms of the Merger, (i) each share of common stock, par value $0.001 per share of the Issuer (“Common Stock”) (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.

 

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(1) The Parent Members and the Rollover Directors are members of Parent and the Reporting Persons may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) the Providence Entities and (e) the Ayala Entities.  As of April 27, 2012, ACOF II owned 50.8% of the units of membership interest in Parent.  The Reporting Persons (other than ACOF II with respect to the portion of the shares of Common Stock owned by Parent that are attributable to ACOF II’s pecuniary interest in Parent) disclaim beneficial ownership of the securities reported herein and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the Parent/Rollover Directors Schedule 13D and the Providence/Ayala Schedule 13D.

 

(2) On April 27, 2012, MergerSub effected the Merger with and into the Issuer under Section 253 of the DGCL, with the Issuer continuing as the surviving corporation.  Pursuant to the terms of the Merger, (i) each share of Common Stock (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.

 

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(1) The Parent Members and the Rollover Directors are members of Parent and the Reporting Persons may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) the Providence Entities and (e) the Ayala Entities.  As of April 27, 2012, ACOF II owned 50.8% of the units of membership interest in Parent.  The Reporting Persons (other than ACOF II with respect to the portion of the shares of Common Stock owned by Parent that are attributable to ACOF II’s pecuniary interest in Parent) disclaim beneficial ownership of the securities reported herein and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the Parent/Rollover Directors Schedule 13D and the Providence/Ayala Schedule 13D.

 

(2) On April 27, 2012, MergerSub effected the Merger with and into the Issuer under Section 253 of the DGCL, with the Issuer continuing as the surviving corporation.  Pursuant to the terms of the Merger, (i) each share of Common Stock (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.

 

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(1) The Parent Members and the Rollover Directors are members of Parent and the Reporting Persons may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) the Providence Entities and (e) the Ayala Entities.  As of April 27, 2012, ACOF II owned 50.8% of the units of membership interest in Parent.  The Reporting Persons (other than ACOF II with respect to the portion of the shares of Common Stock owned by Parent that are attributable to ACOF II’s pecuniary interest in Parent) disclaim beneficial ownership of the securities reported herein and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the Parent/Rollover Directors Schedule 13D and the Providence/Ayala Schedule 13D.

(2) On April 27, 2012, MergerSub effected the Merger with and into the Issuer under Section 253 of the DGCL, with the Issuer continuing as the surviving corporation.  Pursuant to the terms of the Merger, (i) each share of Common Stock (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.

 

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(1) The Parent Members and the Rollover Directors are members of Parent and the Reporting Persons may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) the Providence Entities and (e) the Ayala Entities.  As of April 27, 2012, ACOF II owned 50.8% of the units of membership interest in Parent.  The Reporting Persons (other than ACOF II with respect to the portion of the shares of Common Stock owned by Parent that are attributable to ACOF II’s pecuniary interest in Parent) disclaim beneficial ownership of the securities reported herein and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Persons.  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the Parent/Rollover Directors Schedule 13D and the Providence/Ayala Schedule 13D.

(2) On April 27, 2012, MergerSub effected the Merger with and into the Issuer under Section 253 of the DGCL, with the Issuer continuing as the surviving corporation.  Pursuant to the terms of the Merger, (i) each share of Common Stock (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.

 

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Issuer in its Form 10-Q) and (ii) Parent held all of the common stock of MergerSub.  There was no cash consideration for this transaction.   On April 27, 2012, immediately after the closing of the Parent Contribution, MergerSub effected the Merger with and into the Issuer under Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), with the Issuer continuing as the surviving corporation.  Upon consummation of the Merger, Parent became the sole stockholder of the Issuer.   Pursuant to the terms of the Merger, (i) each share of Common Stock (other than shares of Common Stock held by the Issuer as treasury stock, by MergerSub, or by stockholders of the Issuer who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such share, together with a Letter of Transmittal, (ii) each share of Common Stock held by the Issuer and MergerSub was canceled for no consideration, (iii) the outstanding shares of capital stock of MergerSub were converted into 1,000 shares of common stock, par value $0.001 per share, of the surviving corporation and (iv) the Issuer became a wholly-owned subsidiary of Parent.  In addition, each unexercised option to purchase shares of Common Stock issued pursuant to the Stream Global Services, Inc. 2008 Stock Incentive Plan (the “Plan”) was terminated for no consideration shortly after the effective time of the Merger in accordance with the Plan.   To fund the Private Purchases and the aggregate merger consideration, Parent used the proceeds of loans made by the Parent Members in the following approximate amounts: (i) $8,291,810 from ACOF II, (ii) $3,093,045 from EGS Dutchco and (iii) $4,716,162 from NewBridge in exchange for Convertible Promissory Notes in such amounts executed by Parent in favor of each of the Parent Members.  Each Convertible Promissory Note matures on April 29, 2013 and bears 10% interest (compounded annually) and may be prepaid by Parent (in whole, but not in part).
Item 4.	Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:   The responses to Item 3 are incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:   The responses to Item 4 are incorporated herein by reference.   Ares Corporate Opportunities Fund II, L.P., a Delaware limited partnership (“ACOF II”), EGS Dutchco B.V., a Dutch private company with limited liability (“EGS Dutchco”), NewBridge International Investment Ltd., a British Virgin Islands company (“NewBridge” and, together with ACOF II and EGS Dutchco, the “Parent Members”), G. Drew Conway (“Mr. Conway”) and Paul G. Joubert (“Mr. Joubert” and, together with Mr. Conway, the “Rollover Directors”) are members of Parent, and ACOF II, ACOF Management II, L.P., ACOF Operating Manager II, L.P., Ares Management LLC and Ares Partners Management Company LLC (collectively, the “Ares Entities” or the “Reporting Persons”) may be members of a group for purposes of Section 13(d) of the Act with (a) Parent, (b) the Parent Members, (c) the Rollover Directors, (d) EGS Luxco S.àr.l., Providence Equity Partners VI International L.P., Providence Equity GP VI International L.P. and PEP VI International Ltd. (together with EGS Dutchco, the “Providence Entities”) and (e) Ayala Corporation, Azalea International Venture Partners Ltd. and LiveIt Investments Limited (together with NewBridge, the “Ayala Entities”).  For additional information regarding Parent, the Rollover Directors, the Providence Entities and the Ayala Entities, see the statements on Schedule 13D jointly filed by Parent and the Rollover Directors and the statements on Schedule 13D jointly filed by the Providence Entities and the Ayala Entities, each filed with the Commission.

 

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(a)	Aggregate Number and Percentage of Securities.  See Item 3 of this Amendment No. 10 and Items 11 and 13 of the cover pages hereto for the aggregate number of shares of Common Stock and percentage of Common Stock deemed to be beneficially owned by each of the Ares Entities.
(b)	Power to Vote and Dispose.  See Items 7 through 10 of the cover pages to this Amendment No. 10 for the number of shares of Common Stock deemed to be beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Transactions within the past 60 days.  Except for the information set forth or incorporated by reference herein or in Items 3, 4 and 6, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.
(d)	Certain Rights of Other Persons.  Not applicable.
(e)	Date Ceased to be a 5% Owner.  Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended to add the following:   The responses to Items 3 and 4 are incorporated herein by reference.   Amendment to Brookside Stock Purchase Agreement   On April 27, 2012, Parent and Brookside entered into the Amendment to Brookside Stock Purchase Agreement, reducing the number of shares of Common Stock to be sold pursuant to the Brookside Stock Purchase Agreement from 1,500,000 shares to 1,250,000 shares to reflect the correct number of shares of Common Stock owned by Brookside.   Parent Contribution and Exchange Agreement   On April 27, 2012, Parent and MergerSub entered into the Parent Contribution Agreement.  Pursuant to the Parent Contribution Agreement, Parent contributed all of the shares of Common Stock held by it to MergerSub in exchange for 1,000 shares of common stock, par value $0.001 per share, of MergerSub.   Convertible Promissory Notes   On April 27, 2012, Parent executed Convertible Promissory Notes in favor of each of the Parent Members in the following approximate amounts: (i) $8,291,810 in favor of ACOF II, (ii) $3,093,045 in favor of EGS Dutchco and (iii) $4,716,162 in favor of NewBridge.  Each Convertible Promissory Note matures on April 29, 2013 and bears 10% interest (compounded annually) and may be prepaid by Parent (in whole, but not in part).
Item 7.	Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended to add the following Exhibits 22, 23 and 24:

 

Exhibit 22		First Amendment to Stock Purchase Agreement, dated as of April 27, 2012, by and between SGS Holdings LLC and Brookside Capital Trading Fund, L.P. (incorporated by reference to Exhibit 9 to Parent’s Schedule 13D filed with the Commission on April 27, 2012)
Exhibit 23		Contribution and Exchange Agreement, dated as of April 27, 2012, by and between SGS Holdings LLC and Stream Acquisition, Inc. (incorporated by reference to Exhibit 10 to Parent’s Schedule 13D filed with the Commission on April 27, 2012)
Exhibit 24		Form of Convertible Promissory Note (incorporated by reference to Exhibit 11 to Parent’s Schedule 13D filed with the Commission on April 27, 2012)

 

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SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  April 27, 2012
ARES CORPORATE OPPORTUNITIES FUND II, L.P.
By:	ACOF OPERATING MANAGER II, L.P.,
	Its Manager
	/s/Michael D. Weiner
	By:	Michael D. Weiner
	Its:	Authorized Signatory
ACOF MANAGEMENT II, L.P.
By:	ACOF OPERATING MANAGER II, L.P.,
	Its General Partner
	/s/Michael D. Weiner
	By:	Michael D. Weiner
	Its:	Authorized Signatory
ACOF OPERATING MANAGER II, L.P.
/s/Michael D. Weiner
By:	Michael D. Weiner
Its:	Authorized Signatory
ARES MANAGEMENT LLC
/s/Michael D. Weiner
By:	Michael D. Weiner
Its:	Authorized Signatory
ARES PARTNERS MANAGEMENT COMPANY LLC
/s/Michael D. Weiner
By:	Michael D. Weiner
Its:	Authorized Signatory

 

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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