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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2 )
Under the Securities Exchange Act of 1934
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
(CUSIP Number)
Andrew Intrater
DFR Holdings, LLC
c/o Renova U.S. Management LLC
900 Third Avenue, 19th Floor
New York, New York 10022
(212) 418-9600
(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 which is subject of this Schedule 13D, and is filing this statement because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
* The remainder of this cover page shall be filled out for a reporting persons 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).
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1. |
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NAME OF REPORTING PERSON:
DFR Holdings, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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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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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
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0 |
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8. |
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SHARED VOTING POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon
conversion of $25 million in aggregate principal amount of the
Issuers Convertible Notes. |
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9. |
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SOLE DISPOSITIVE POWER: |
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0 |
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10. |
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SHARED DISPOSITIVE POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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8,677,686 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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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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35.6%* |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28,
2011 as reported in the Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909
were issued to CIFC Parent Holdings LLC (CIFC Parent) on April 13, 2011, pursuant to the
Agreement and Plan of Merger, dated December 21, 2010 (the Merger Agreement), by and among the
Issuer, Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent, and Commercial
Industrial Finance Corp, and 4,132,231 of which are issuable to DFR Holdings, LLC (DFR Holdings)
upon DFR Holdings conversion of $25 million in aggregate principal amount of the Issuers
Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal
amount of such Convertible Notes that is subject to certain adjustments from time to time
for specified events pursuant to the Senior Subordinated Convertible Notes Agreement, dated as of
March 22, 2010, by and between the Issuer and Bounty (the
Convertible Notes Agreement).
DFR Holdings, Bounty Investments, LLC (Bounty), Santa Maria Overseas Ltd.
(Santa Maria), Mayflower Trust (Mayflower) and TZ Columbus Services
Limited (TZ and, together with Bounty, Santa Maria, Mayflower and TZ,
the Reporting Persons) are members of a group. See Item 5.
Page 2 of 19
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1. |
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NAME OF REPORTING PERSON:
Bounty Investments, LLC |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware, United States
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7. |
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SOLE VOTING POWER: |
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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0 |
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8. |
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SHARED VOTING POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of
$25 million in aggregate principal amount of the Issuers Convertible Notes. |
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9. |
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SOLE DISPOSITIVE POWER: |
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0 |
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10. |
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SHARED DISPOSITIVE POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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8,677,686 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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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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35.6%* |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28,
2011 as reported in the Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909 were
issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are
issuable by the Issuer to DFR Holdings upon DFR Holdings conversion of $25 million in aggregate
principal amount of the Issuers Convertible Notes based upon an initial conversion rate of 165.29
shares per $1,000 principal amount of such Convertible Notes that is subject to certain
adjustments from time to time for specified events pursuant to the
Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.
Page 3 of 19
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1. |
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NAME OF REPORTING PERSON:
Santa Maria Overseas Ltd. |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Commonwealth of the Bahamas
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7. |
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SOLE VOTING POWER: |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: |
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0 |
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8. |
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SHARED VOTING POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of
$25 million in aggregate principal amount of the Issuers Convertible Notes. |
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9. |
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SOLE DISPOSITIVE POWER: |
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0 |
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10. |
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SHARED DISPOSITIVE POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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8,677,686 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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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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35.6%* |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28,
2011 as reported in the Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909 were
issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are
issuable by the Issuer to DFR Holdings upon DFR Holdings conversion of $25 million in aggregate
principal amount of the Issuers Convertible Notes based upon an initial conversion rate of 165.29
shares per $1,000 principal amount of such Convertible Notes that is subject to certain
adjustments from time to time for specified events pursuant to the Convertible Notes
Agreement. The Reporting Persons are members of a group. See Item 5.
Page 4 of 19
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1. |
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NAME OF REPORTING PERSON:
Mayflower Trust |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands
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7. |
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SOLE VOTING POWER: |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: |
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0 |
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8. |
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SHARED VOTING POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion
of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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9. |
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SOLE DISPOSITIVE POWER: |
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0 |
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10. |
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SHARED DISPOSITIVE POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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8,677,686 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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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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35.6%* |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March
28, 2011 as reported in the Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909
were issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of
which are issuable by the Issuer to DFR Holdings upon DFR Holdings conversion of $25 million in
aggregate principal amount of the Issuers Convertible Notes based upon an initial conversion rate
of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to
certain adjustments from time to time for specified events pursuant to the Convertible Notes
Agreement. The Reporting Persons are members of a group. See Item 5.
Page 5 of 19
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1. |
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NAME OF REPORTING PERSON:
TZ Columbus Services Limited |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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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. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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British Virgin Islands
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7. |
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SOLE VOTING POWER: |
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH: |
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0 |
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8. |
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SHARED VOTING POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion
of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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9. |
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SOLE DISPOSITIVE POWER: |
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0 |
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10. |
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SHARED DISPOSITIVE POWER: |
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8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuers Convertible Notes. |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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8,677,686 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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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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35.6%* |
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14. |
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TYPE OF REPORTING PERSON |
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OO |
* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28,
2011 as reported in the Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909 were
issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are
issuable by the Issuer to DFR Holdings upon DFR Holdings conversion of $25 million in aggregate
principal amount of the Issuers Convertible Notes based upon an initial conversion rate of 165.29
shares per $1,000 principal amount of such Convertible Notes that is subject to certain
adjustments from time to time for specified events pursuant to the
Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.
Page 6 of 19
This Amendment No. 2 on Schedule 13D (Amendment No. 2) amends and supplements the cover
pages and Items 2, 4, 5 and 6 of the statement of beneficial ownership on Schedule 13D, as amended
by Amendment No. 1 to the Schedule 13D filed with the Commission on January 18, 2011 (the Schedule
13D), relating to the shares of common stock, par value $0.001 per share (the Common Stock), of
CIFC Deerfield Corp., a Delaware corporation (the Issuer), filed on June 18, 2010 by and
on behalf of (1) DFR Holdings, LLC, a Delaware limited liability company (DFR Holdings), (2)
Bounty Investments, LLC, a Delaware limited liability company (Bounty), (3) Santa Maria Overseas
Ltd., a Bahamanian company (Santa Maria), (4) Mayflower Trust, a Cayman Islands trust
(Mayflower) and (5) TZ Columbus Services
Limited, a British Virgin Islands corporation (TZ
and, together with DFR Holdings, Bounty, Santa Maria and Mayflower, the Reporting Persons).
Item 2: Identity and Background.
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
This Schedule 13D is being filed by the following persons: (1) DFR Holdings, LLC, a Delaware
limited liability company, (DFR Holdings), (2) Bounty Investments, LLC, a Delaware limited
liability company (Bounty), (3) Santa Maria Overseas Ltd., a Bahamanian company (Santa Maria),
(4) Mayflower Trust, a Cayman Islands trust (Mayflower) and (5) TZ Columbus Services Limited, a
British Virgin Islands corporation (TZ and, together with DFR, Bounty, Santa Maria, and
Mayflower the Reporting Persons). The Reporting Persons are filing this Amendment No. 2 jointly
pursuant to their amended and restated joint filing agreement (the Joint Filing Agreement), filed
as an Exhibit hereto and incorporated herein by reference herein.
DFR Holdings is principally engaged in the business of making investments in securities. The
principal office and business address of DFR Holdings is c/o Renova U.S. Management LLC, 900 Third
Avenue, 19th Floor, New York, New York 10022. The managing member of DFR Holdings is Andrew
Intrater, a citizen of the United States. Mr. Intrater is the Chief Executive Officer of Renova
U.S. Management LLC, the business address of which is 900 Third Avenue, 19th Floor, New York, New
York 10022. The principal office and business address of Mr. Intrater is c/o Renova U.S.
Management LLC, 900 Third Avenue, 19th Floor, New York, NY 10022.
Bounty, in its capacity as a member of 99% of the equity interests in DFR Holdings, is
principally engaged in the business of making investments in securities. The principal office and
business address of Bounty is c/o Renova U.S. Management LLC, 900 Third Avenue, 19th Floor, New
York, New York 10022. The managers of Bounty are Jay Haft, Michael Sloan and Andrew Intrater, all
of whom are citizens of the United States. In addition, Mr. Sloan is the Chief Financial Officer
and Mr. Intrater is the Chief Executive Officer of Bounty. Mr. Haft is a Partner of Renova U.S.
Management LLC, Mr. Sloan is the Chief Financial Officer of Renova U.S. Management LLC and Mr.
Intrater is the Chief Executive Officer of Renova U.S. Management LLC, the business address of
which is 900 Third Avenue, 19th Floor, New York, New York 10022. The principal office and business
address of each of Mr. Sloan, Mr. Intrater and Mr. Haft is c/o Renova U.S. Management LLC, 900
Third Avenue, 19th Floor, New York, New York 10022.
Santa Maria, in its capacity as a member of 80% of the equity interests in Bounty, is
principally engaged in the business of making investments in securities. The principal office and
business address of Santa Maria is 2nd Terrace West, Centreville, Nassau, Bahamas. The directors of
Santa Maria are Marco Montanari, a citizen of Switzerland, Shakira Burrows, a citizen of the
Bahamas, and Olivier Chaponnier, a citizen of Switzerland. In addition, Mr. Montanari is President,
Ms. Burrows is Secretary and Mr. Chaponnier is Treasurer of Santa Maria. Mr. Montanari is also a
President of Helvetic Management Services Ltd., the business address of which is 2nd Terrace West,
Centreville, Nassau, Bahamas. Ms.
Page 7 of 19
Burrows is also a Vice President of Helvetic Management Services Ltd. Mr. Chaponnier is also a Vice
President of Helvetic Management Services Ltd. The principal office and business address of each of
Mr. Montanari, Ms. Burrows and Mr. Chaponnier is c/o Helvetic Management Services Ltd., 2nd Terrace
West, Centreville, Nassau, Bahamas.
Mayflower, in its capacity as the owner of 100% of the shares of common stock of Santa Maria,
is principally engaged in the business of making investments in securities. The principal office
and business address of Mayflower is c/o TZ Columbus Services Limited, Morgan & Morgan Building,
Pasea Estate, Road Town, Tortola, BVI. The sole trustee of Mayflower is TZ. There are no officers
or directors of Mayflower.
TZ, in its capacity as sole trustee of Mayflower, is principally engaged in the business of
forming and operating trusts. The business address of TZ is Morgan & Morgan Building, Pasea Estate,
Road Town, Tortola, BVI. The directors of TZ are Dr. Felix Bänninger, a citizen of Switzerland,
Adenike Sicard-Roberts, a citizen of Jamaica, and Helene Ann Lewis, a citizen of Trinidad and
Tobago. Dr. Bänninger is also a Partner at Treuco Trust Company, a trust business, the business
address of which is Claridenstrasse 25, 8002 Zurich/Switzerland. The primary occupation of Mr.
Sicard-Roberts is as a partner at HPA Lawyers, a law firm, the business address of which is Palm
Chambers, Road Town, Tortola, BVI. Ms. Lewis is also a Senior Partner of Simonette Lewis, a law
firm, the business address of which is Unit Two Mill Mall, Road Town, Tortola VG 1110, BVI.
During the last five years, none of the Reporting Persons nor, to the best knowledge of the
Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding 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.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On April 13, 2011, the Issuer consummated the transaction contemplated by that certain Merger
Agreement (the Merger Agreement), dated December 21, 2010, by and among the Issuer, Bulls I
Acquisition Corporation (First MergerSub), Bulls II Acquisition LLC (Second MergerSub), CIFC
Parent Holdings LLC (CIFC Parent) and Commercial Industrial Finance Corp. (CIFC). As
consideration for the mergers, CIFC Parent received, among other things, 9,090,909 shares of
newly-issued Common Stock. The description of the Merger Agreement is qualified in its entirety by
reference to the full text of the agreement, which is included as an Exhibit hereto and is
incorporated by reference herein.
Immediately prior to the consummation of the Merger, Bounty entered into an Assignment and
Contribution Agreement, dated April 13, 2011, with DFR Holdings (the Assignment and Contribution
Agreement) pursuant to which, among other things, Bounty agreed to assign and contribute its
shares of Common Stock and the $25 million in aggregate principal amount of the Convertible Notes,
and all rights and obligations thereto (including under the Wavier (as defined below), the Amended
and Restated Stockholders Agreement (as defined below), and the Amended and Restated Registration
Rights Agreement (as defined below)) to DFR Holdings, its subsidiary (the Contribution). The
description of
Page 8 of 19
the Assignment and Contribution Agreement is qualified in its entirety by reference to the
full text of the agreement, which is included as an Exhibit hereto and incorporated by reference
herein.
In connection with the signing of the Merger Agreement and the transactions contemplated
thereby, Bounty and CIFC entered into a Voting Agreement, dated December 21, 2010 (the Voting
Agreement). Pursuant to the Voting Agreement, Bounty was required to (i) own at least 39% of the
capital stock of the Issuer and (ii) vote up to 39% of such capital stock in favor of the Merger
Agreement and the transactions contemplated thereby. Pursuant to the terms of the Voting
Agreement, the Voting Agreement terminated on April 13, 2011, concurrently with the effective time
of the Merger Agreement. The description of the Voting Agreement is qualified in its entirety by
reference to the full text of the agreement, which is included as an Exhibit hereto and is
incorporated by reference herein.
Bounty also entered into a Waiver of Conversion Rate Adjustment, dated December 21, 2010 (the
Waiver), in connection with the Merger Agreement. Pursuant to the Waiver, Bounty agreed to waive
its rights under the Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010,
by and between the Issuer and Bounty (the Convertible Notes Agreement) to any adjustments in the
conversion rate of the $25 million in aggregate principal amount of the Issuers Senior
Subordinated Convertible Notes, due December 9, 2017, held by Bounty (the Convertible Notes) that
could have been triggered by the Merger Agreement and the transactions contemplated thereby. As a
result of the Contribution, Bountys rights were assigned to DFR Holdings. The descriptions of the
Waiver and the Convertible Notes Agreement are qualified in their entirety by reference to the full
text of the Waiver and Convertible Notes Agreement, which are included as Exhibits hereto and incorporated by reference herein.
In connection with the closing of the Merger Agreement, DFR Holdings entered into an Amended
and Restated Stockholders Agreement, (the Amended and Restated Stockholders Agreement) dated
April 13, 2011, by and among the Issuer, DFR Holdings and CIFC Parent (DFR Holdings, together with
CIFC Parent, the Investors and each individually an Investor). Pursuant to the Amended and
Restated Stockholders Agreement, the size of the Board of Directors of the Issuer (the Board) was
increased by two directors so that the Board now consists of eleven directors, comprised of (i)
three directors designated by each of DFR Holdings and CIFC Parent, (ii) three directors nominated
by the Nominating Committee of the Board and who must qualify as independent directors, (iii) Peter
Gleysteen, who became the Issuers chief executive officer as a result of the consummation of the
Merger Agreement, and (iv) Jonathan Trutter, for so long as he remains an employee of the Issuer,
provided that any director replacing Mr. Trutter as a director will have to be nominated by the
Nominating Committee of the Board and meet the same independence standards as the other independent
directors of the Issuer. The following directors designated by DFR Holdings were appointed to the
Board: Andrew Intrater, Jason Epstein and Paul Lipari. The following Directors designated by CIFC
Parent were appointed to the Board: Michael R. Eisenson, Samuel P. Bartlett and Tim R. Palmer. In
connection with the closing of the Merger Agreement, Daniel Schrupp, previously designated by
Bounty to serve on the Board, resigned.
So long as an Investor owns at least 25% of the outstanding Common Stock (assuming conversion
of the Convertible Notes), it has the right to designate three directors to the Board. So long as
an Investor owns at least 15% and 5% of the outstanding Common Stock (assuming conversion of the
Convertible Notes), such Investor has the right to designate two directors and one director,
respectively. If an Investor owns less than the minimum percentage necessary for the designation
of directors as set forth above as a result of dilution of the Common Stock (other than dilution
resulting from new issuances of equity interests or securities for which such Investor has certain
preemptive rights), the Issuer must provide the Investor the opportunity to purchase an amount of
Common Stock to cure such deficiency.
Each Investor has the right to designate one director to the Nominating Committee of the Board
so long as it has the right to designate at least two directors to the Board. In addition, the
Strategic
Page 9 of 19
Committee of the Board was dissolved upon
the consummation of the transactions contemplated by
the Merger Agreement. DFR Holdings designee to the Nominating Committee is
Mr. Epstein. In addition, Mr. Intrater has been appointed
to the Compensation Committee.
So long as any Investor owns at least 5% of the outstanding Common Stock (assuming conversion
of the Convertible Notes), if the Issuer proposes to issue any securities (subject to specified
exceptions), including shares of Common Stock, other capital stock or convertible securities, then
each Investor has the right to purchase in such issuance the number of securities up to its current
ownership percentage of the Issuer at the same purchase price as the Issuers proposed issuance to
other purchasers.
Pursuant to the Amended and Restated Stockholders Agreement, the Investors agreed to form a
group holding over 50% of the outstanding Common Stock of the Issuer thereby allowing the Issuer
to elect to become a controlled company as defined by Rule 5615(c) of the NASDAQ Marketplace
Rules. In addition, pursuant to the Amended and Restated Stockholders Agreement, the Issuer agreed
to elect to be a controlled company, and agreed that it will continue to elect to be a controlled
company for so long as the Investors hold over 50% of the outstanding Common Stock and satisfy the
group requirements. In connection with the Amended and Restated Stockholders Agreement, and for
so long as the Investors hold over 50% of the outstanding Common Stock, each Investor is required
to take all action necessary for the Issuer to be able to be treated as a controlled-company and
make all necessary filings and disclosures associated therewith. Please see Item 5 below for more
information regarding the Investors group designation.
Each Investor has a consent right with respect to the following actions until the earlier of
(a) three years from the date of the Amended and Restated Stockholders Agreement, (b) the date on
which the Investors, collectively, own less than 35% of the outstanding Common Stock (assuming
conversion of the Convertible Notes) and (c) the date on which such Investor owns less than 20% of
the outstanding Common Stock (assuming conversion of the Convertible Notes): (i) the acquisition or
disposal of any corporation, entity, division or other business concern having a value in excess of
$10,000,000 in a single transaction or series of related transactions, (ii) the dissolution,
liquidation, reorganization or recapitalization or bankruptcy of the Issuer, (iii) the replacement
of the chief executive officer of the Issuer, (iv) the maintenance of the Issuers headquarters
outside of New York, New York, (v) the issuance of any new shares of Common Stock, equity interests
or convertible securities of the Issuer in a registration under the Securities Act of 1933, as
amended (subject to certain exceptions) and (vi) the incurrence, assumption or guarantee of any
indebtedness for borrowed money, except for (A) indebtedness incurred in the ordinary course of
business not in excess of $20,000,000 in the aggregate and (B) repurchase obligations pursuant to
the Issuers investments in residential mortgage-backed securities, provided that such repurchase
obligations do not exceed $275,000,000 or such other amount as is established by the Board from
time to time.
The Amended and Restated Stockholders Agreement includes a standstill provision which caps
both Investors aggregate beneficial ownership of Common Stock and other voting securities at 80%
of the shares of Common Stock (assuming conversion of the Convertible Notes), and their individual
beneficial ownerships at 39.28% for CIFC Parent and 37.58% for DFR Holdings. Subject to certain
exceptions (including, without limitation, any acquisitions consented to by a majority of the
independent directors of the Board), the Investors cannot acquire Common Stock or other voting
securities that would result in their ownership of Common Stock and other voting securities
exceeding the applicable caps. Subject to the aggregate 80% cap, the Investors may transfer shares
of Common Stock among themselves. In addition, each Investor is required to cause any transferee
of more than 15% of the Common Stock (assuming conversion of the Convertible Notes) to agree to be
bound by the terms of the standstill provisions. The standstill provisions remain in effect until
the earliest to occur of (i) entry by the Issuer
Page 10 of 19
into a definitive agreement providing for a change of control transaction, and (ii) in respect
of an Investor, the date that such Investor owns less than 5% of the outstanding Common Stock
(assuming conversion of the Convertible Notes).
Each Investor was granted a right of first refusal in the event that the other Investor
entertains a bona fide offer from any third party to purchase all or any portion of the Convertible
Notes held by such Investor. Following receipt of the bona fide offer from the third party, the
Investor must offer to sell such number of Convertible Notes to the other Investor on the same
terms and conditions and at the same price offered to such third party.
Each Investor was granted a right of first offer in the event that the other Investor proposes
to transfer all or any portion of the shares of Common Stock held by such Investor. In such case,
the transferring Investor must first offer to transfer such shares to the other Investor. However,
in no event will an Investor be required to offer its shares of Common Stock to the other Investor
if such offered shares (together with all shares transferred by such Investor in the preceding
twelve month period) constitute less than the lesser of (i) 4.99% of the outstanding Common Stock
and (ii) 10% of the shares of Common Stock held by such Investor immediately prior to such
transfer.
The Amended and Restated Stockholders Agreement continues in effect until the earlier of (i)
termination by written agreement of the Issuer and each Investor holding at least 20% of the
outstanding Common Stock (assuming conversion of the Convertible Notes), and (ii) as to any
Investor, such time as such Investor holds less than 5% of the outstanding Common Stock (assuming
conversion of the Convertible Notes) after giving effect to any cure purchase rights. The
description of the Amended and Restated Stockholders Agreement is qualified in its entirety by
reference to the full text of the agreement, which is included as an Exhibit hereto and is
incorporated by reference herein.
In connection with the closing of the Merger Agreement, DFR Holdings entered into an Amended
and Restated Registration Rights Agreement (the Amended and Restated Rights Agreement), pursuant
to which the Issuer granted registration rights to CIFC Parent and DFR Holdings with regard to the
shares of Common Stock held by each Investor, including the shares of Common Stock issuable upon
the conversion of the Convertible Notes (the Conversion Shares). Under the Amended and Restated
Registration Rights Agreement, CIFC Parent and DFR Holdings have two demand registration rights
each and unlimited piggyback rights, subject to customary underwriter cutbacks and issuer blackout
periods. The Issuer will pay all fees and expenses relating to the registration of the Common
Stock pursuant to the Amended and Restated Registration Rights Agreement. The description of the
Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the
full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference
herein.
In connection with the closing of the Merger Agreement, Bounty entered into a Management
Agreement, dated April 13, 2011, by and between Bounty and the Issuer (the Management Agreement).
Pursuant to the Management Agreement, the Issuer will provide support and assistance to Bounty in
the form of certain administrative and support services related to the business and operations of
Bounty. In connection with the Management Agreement, the Issuer will receive an annual management
fee equal to (i) $50,000 plus (ii) $15,000 for each issuer of collateralized loan obligations in
which Bounty holds securities during such annual period (pro rated as applicable). Bounty will
also reimburse the Issuer for reasonable documented out-of-pocket expenses (subject to certain
caps) in connection with the performance of the services during the terms of the Management
Agreement.
The Management Agreement provides that it may be terminated (i) upon mutual written consent of
the Issuer and Bounty, (ii) by Bounty upon thirty days written notice to the Issuer, (iii) by the
Issuer on or after May 31, 2012 upon 180 days prior written notice to Bounty, (iv) by the
non-defaulting party upon
Page 11 of 19
written notice to the defaulting party in the event of an uncured material or repeated default
by the defaulting party, (v) upon written notice by the unaffected party to the affected party in
the event of (a) the liquidation or insolvency of the affected party, (b) the appointment of a
receiver or similar officer for the affected party, (c) an assignment by the affected party for the
benefit of all or substantially all of its creditors, (d) entry by the affected party into an
agreement for the composition, extension, or readjustment of all or substantially all of its
obligations or (e) the filing of a meritorious petition in bankruptcy by or against the affected
party under any bankruptcy or debtors law for its relief or reorganization or (vi) upon written
notice by the Issuer to Bounty for failure to pay undisputed amounts when due. The description of
the Management Agreement is qualified in its entirety by reference to the full text of the
agreement, which is included as an Exhibit hereto and is incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) As of the date of this Amendment No. 2, DFR Holdings directly holds 4,545,455 shares of
Common Stock, which constitutes approximately 22.4% of the outstanding shares of Common
Stock.1 However, DFR Holdings may be deemed to beneficially own 17,768,595 shares of
Common Stock, which constitutes approximately 72.9% of the Common Stock as calculated pursuant to
Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.2 Of these
shares of Common Stock, (i) 4,545,455 shares are shares of Common Stock directly held by DFR
Holdings, (ii) 9,090,909 shares are shares of Common Stock attributable to the CIFC Persons (as
defined below), which DFR Holdings may be deemed for the purposes of Rule 13d-3 promulgated under
the Exchange Act to beneficially own (see below for more information) and (iii) 4,132,231 shares
are shares of Common Stock issuable by the Issuer to DFR Holdings upon the conversion of $25
million in aggregate principal amount of the Convertible Notes based upon an initial conversion
rate of 165.29 shares per $1,000 principal amount of Convertible Notes. Under the Convertible Notes
Agreement, Bounty may also convert any PIK Interest into shares of Common Stock, which shares are
not included in the preceding calculations. The description of the Convertible Notes Agreement is
qualified entirely by reference to the full text of the agreement, which is included as an Exhibit
hereto and incorporated by reference herein.
Due to their relationships with each other and with DFR Holdings, each of Bounty, Santa
Maria, Mayflower and TZ may also be deemed to be the beneficial owners of the 17,768,595 shares of
Common Stock beneficially owned by DFR Holdings.
The CIFC Persons and Reporting Persons, by virtue of the Amended and Restated Stockholders
Agreement, may be considered members of a group, within the meaning of Section 13(d)(3) and Rule
13d-5(b)(1) of the Exchange Act. As a result, each Reporting Person may be deemed, in its capacity
as a member of a group, to beneficially own the Common Stock attributable to the CIFC Persons. The Reporting Persons and
the CIFC Persons acknowledge that they are acting as a group for the purpose of causing CIFC Deerfield Corp.
to qualify as a controlled company under applicable NASDAQ rules.
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1 |
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Based on 20,255,430 shares of Common Stock,
11,164,521 of which were outstanding as of March 28, 2011 as reported in the
Issuers annual report on Form 10-K filed on March 31, 2011 and 9,090,909 of
which were issued pursuant to the Merger Agreement. |
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2 |
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Based on 24,387,661 shares of Common Stock,
11,164,521 of which were outstanding as of March 28, 2011 as reported in the
Issuers annual report on Form 10-K filed on March 31, 2011, 9,090,909 were
issued on April 13, 2011, pursuant to the Merger Agreement and 4,132,231 of
which are issuable by the Issuer upon the conversion of $25 million in
aggregate principal amount of the Issuers Convertible Notes based upon an
initial conversion rate of 165.29 shares per $1,000 principal amount of such
Convertible Notes that is subject to certain adjustments from time to time for
specified events pursuant to the Convertible Notes Agreement. |
Page 12 of 19
The CIFC Persons are
(i) CIFC Parent, (ii) Charlesbank CIFC Holdings, LLC, a
Delaware limited liability company, (iii) Charlesbank Equity Fund V, Limited Partnership, a
Massachusetts limited partnership, (iv) Charlesbank Equity Fund VI, Limited Partnership, a
Massachusetts limited partnership, (v) CB Offshore Equity Fund VI, L.P., a Cayman Islands exempt
limited partnership, (vi) Charlesbank Coinvestment Partners, Limited Partnership, a Massachusetts
limited partnership, (vii) Charlesbank Equity Coinvestment Fund VI, Limited Partnership, a
Massachusetts limited partnership and (viii) Charlesbank Capital Partners, LLC, a Massachusetts
limited liability company.
(b) Each Reporting Person may be deemed to have shared voting power with respect to
17,768,595 shares of Common Stock, including 4,545,455 shares of Common Stock, 4,132,231 shares of
Common Stock issuable upon the conversion of $25 million in aggregate principal amount of the
Issuers Senior Subordinated Convertible Notes owned by DFR Holdings and 9,090,909 shares of Common
Stock attributable to the CIFC Persons. Each Reporting Person may be deemed to have shared
dispositive and investment power with respect to 8,677,686 shares of Common Stock, including
4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate
principal amount of the Issuers Convertible Notes. None of the Reporting Persons own any shares
of Common Stock over which they have sole voting, disposition or investment power.
Each of the CIFC Persons may be deemed to have shared voting power with respect to 17,768,595
shares of Common Stock, including 9,090,909 shares of Common Stock, 4,132,231 shares of Common
Stock attributable to the Reporting Persons upon the conversion of $25 million in aggregate
principal amount of the Issuers Senior Subordinated Convertible Notes owned by DFR Holdings and
4,545,455 shares of Common Stock attributable to the Reporting Persons. According to the CIFC
Schedule 13D, each CIFC Person may be deemed to have shared dispositive and investment power with
respect to 9,090,909 shares of Common Stock. According to the CIFC Schedule 13D, none of the CIFC
Persons own any shares of Common Stock over which they have sole voting, disposition or investment
power.
(c) According to the Issuers Form 8-K filed on April 13, 2011, the Issuer issued to CIFC
Parent 9,090,909 shares of Common Stock based on the terms and conditions contained in the Merger
Agreement. Other than as set forth in this Item 5, to the best knowledge of each of the Reporting
Persons, none of the Reporting Persons and no other person described in Item 5(a) hereof has
beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares
of Common Stock.
Pursuant to the Assignment and Contribution Agreement, on April 13, 2011 Bounty assigned and
contributed its shares of Common Stock and the $25 million in aggregate principal amount of the
Convertible Notes, and all rights and obligations thereto to DFR Holdings.
(d) Other than the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common
Stock.
(e) Not applicable.
Page 13 of 19
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the
Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Assignment and Contribution Agreement
Immediately prior to the consummation of the Merger, Bounty and DFR Holdings entered into the
Assignment and Contribution Agreement. Pursuant to the Assignment and Contribution Agreement, among
other things, Bounty agreed to the Contribution. The description of the Assignment and Contribution
Agreement is qualified in its entirety by reference to the full text of the agreement, which is
included as an Exhibit hereto and incorporated by reference herein.
Waiver of Conversion Rate Adjustment
In connection with the Merger Agreement, Bounty entered into the Waiver. Pursuant to the
Waiver, Bounty agreed to waive its rights under the Convertible Notes Agreement to any adjustments
in the conversion rate of the Convertible Notes that could have been triggered by the Merger
Agreement and the transactions contemplated thereby. As a result of the Contribution, Bountys
rights were assigned to DFR Holdings. The description of the Waiver is qualified in its entirety
by reference to the full text of the Waiver, which is included as an Exhibit hereto and is
incorporated by reference herein.
Amended and Restated Stockholders Agreement
The Issuer, DFR Holdings and CIFC Parent entered into the Amended and Restated Stockholders
Agreement. Pursuant to the Amended and Restated Stockholders Agreement, the size of the Board was
increased by two directors so that the Board now consists of eleven directors, comprised of (i)
three directors designated by each of DFR Holdings and CIFC Parent, (ii) three directors nominated
by the Nominating Committee of the Board and who must qualify as independent directors, (iii) Peter
Gleysteen, who became the Issuers chief executive officer as a result of the consummation of the
Merger Agreement, and (iv) Jonathan Trutter, for so long as he remains an employee of the Issuer,
provided that any director replacing Mr. Trutter as a director will have to be nominated by the
Nominating Committee of the Board and meet the same independence standards as the other independent
directors of the Issuer.
So long as an Investor owns at least 25% of the outstanding Common Stock (assuming conversion
of the Convertible Notes), it has the right to designate three directors to the Board. So long as
an Investor owns at least 15% and 5% of the outstanding Common Stock (assuming conversion of the
Convertible Notes), such Investor has the right to designate two directors and one director,
respectively. If an Investor owns less than the minimum percentage necessary for the designation
of directors as set forth above as a result of dilution of the Common Stock (other than dilution
resulting from new issuances of equity interests or securities for which such Investor has certain
preemptive rights), the Issuer must provide the Investor the opportunity to purchase an amount of
Common Stock to cure such deficiency.
Each Investor has the right to designate one director to the Nominating Committee of the Board
so long as it has the right to designate at least two directors to the Board.
So long as any Investor owns at least 5% of the outstanding Common Stock (assuming conversion
of the Convertible Notes), if the Issuer proposes to issue any securities (subject to specified
exceptions), including shares of Common Stock, other capital stock or convertible securities, then
each
Page 14 of 19
Investor has the right to purchase in such issuance the number of securities up to its current
ownership percentage of the Issuer at the same purchase price as the Issuers proposed issuance to
other purchasers.
Pursuant to the Amended and Restated Stockholders Agreement, the Investors agreed to form a
group holding over 50% of the outstanding Common Stock of the Issuer thereby allowing the Issuer
to elect to become a controlled company as defined by Rule 5615(c) of the NASDAQ Marketplace
Rules. In addition, the Issuer agreed to elect to be a controlled company, and agreed that it
will continue to elect to be a controlled company for so long as the Investors hold over 50% of the
outstanding Common Stock and satisfy the group requirements In connection with the Amended and
Restated Stockholders Agreement, and for so long as the Investors hold over 50% of the outstanding
Common Stock, each Investor is required to take all action necessary for the Issuer to be able to
be treated as a controlled-company and make all necessary filings and disclosures associated
therewith. Please see Item 5 above for more information regarding the Investors group
designation.
Each Investor has a consent right with respect to the following actions until the earlier of
(a) three years from the date of the Amended and Restated Stockholders Agreement, (b) the date on
which the Investors, collectively, own less than 35% of the outstanding Common Stock (assuming
conversion of the Convertible Notes) and (c) the date on which such Investor owns less than 20% of
the outstanding Common Stock (assuming conversion of the Convertible Notes): (i) the acquisition or
disposal of any corporation, entity, division or other business concern having a value in excess of
$10,000,000 in a single transaction or series of related transactions, (ii) the dissolution,
liquidation, reorganization or recapitalization or bankruptcy of the Issuer, (iii) the replacement
of the chief executive officer of the Issuer, (iv) the maintenance of the Issuers headquarters
outside of New York, New York, (v) the issuance of any new shares of Common Stock, equity interests
or convertible securities of the Issuer in a registration under the Securities Act of 1933, as
amended (subject to certain exceptions) and (vi) the incurrence, assumption or guarantee of any
indebtedness for borrowed money, except for (A) indebtedness incurred in the ordinary course of
business not in excess of $20,000,000 in the aggregate and (B) repurchase obligations pursuant to
the Issuers investments in residential mortgage-backed securities, provided that such repurchase
obligations do not exceed $275,000,000 or such other amount as is established by the Board from
time to time.
The Amended and Restated Stockholders Agreement includes a standstill provision which caps
both Investors aggregate beneficial ownership of Common Stock and other voting securities at 80%,
and their individual beneficial ownerships at 39.28% for CIFC Parent and 37.58% for DFR Holdings.
Subject to certain exceptions (including, without limitation, any acquisitions consented to by a
majority of the independent directors of the Board), the Investors cannot acquire Common Stock or
other voting securities that would result in their ownership of Common Stock and other voting
securities exceeding the applicable caps. Subject to the aggregate 80% cap, the Investors may
transfer shares of Common Stock among themselves. In addition, each Investor is required to cause
any transferee of more than 15% of the Common Stock (including such shares issuable upon the
conversion of the Convertible Notes) to agree to be bound by the terms of the standstill
provisions. The standstill provisions remain in effect until the earliest to occur of (i) entry by
the Issuer into a definitive agreement providing for a change of control transaction, and (ii) in
respect of an Investor, the date that such Investor owns less than 5% of the outstanding Common
Stock.
Each Investor was granted a right of first refusal in the event that the other Investor
entertains a bona fide offer from any third party to purchase all or any portion of the Convertible
Notes held by such Investor. Following receipt of the bona fide offer from the third party, the
Investor must offer to sell such number of Convertible Notes to the other Investor on the same
terms and conditions and at the same price offered to such third party.
Page 15 of 19
Each Investor was granted a right of first offer in the event that the other Investor proposes
to transfer all or any portion of the shares of Common Stock held by such Investor. In such case,
the transferring Investor must first offer to transfer such shares to the other Investor; however,
in no event will an Investor be required to offer its shares of Common Stock to the other Investor
if such offered shares (together with all shares transferred by such Investor in the preceding
twelve month period) constitute less than the lesser of (i) 4.99% of the outstanding Common Stock,
and (ii) 10% of the shares of Common Stock held by such Investor immediately prior to such
transfer.
The Amended and Restated Stockholders Agreement continues in effect until the earlier of (i)
termination by written agreement of the Issuer and each Investor holding at least 20% of the
outstanding Common Stock (assuming conversion of the Convertible Notes), and (ii) as to any
Investor, such time as such Investor holds less than 5% of the outstanding Common Stock (after
giving effect to any cure purchase rights). The description of the Amended and Restated
Stockholders Agreement is qualified in its entirety by reference to the full text of the agreement,
which is included as an Exhibit hereto and is incorporated by reference herein.
Amended and Restated Registration Rights Agreement
On April 13, 2011, DFR Holdings, Issuer and CIFC Parent entered into the Amended and Restated
Registration Rights Agreement, pursuant to which the Issuer granted registration rights to CIFC
Parent and DFR Holdings with regard to the shares of Common Stock held by each Investor, including,
but not limited to, the Conversion Shares. Under the Amended and Restated Registration Rights
Agreement, CIFC Parent and DFR Holdings have two demand registration rights each and unlimited
piggyback rights, subject to customary underwriter cutbacks and issuer blackout periods. The
Issuer will pay all fees and expenses relating to the registration of the Common Stock pursuant to
the Amended and Restated Registration Rights Agreement. The description of the Amended and
Restated Registration Rights Agreement is qualified in its entirety by reference to the full text
of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.
Management Agreement
In connection with the closing of the Merger Agreement, Bounty and the Issuer entered into a
Management Agreement. Pursuant to the Management Agreement, the Issuer will provide support and
assistance to Bounty in the form of certain administrative and support services related to the
business and operations of Bounty. In connection with the Management Agreement, the Issuer will
receive an annual management fee equal to (i) $50,000 plus (ii) $15,000 for each issuer of
collateralized loan obligations in which Bounty holds securities during such annual period (pro
rated as applicable). Bounty will also reimburse the Issuer for reasonable documented
out-of-pocket expenses (subject to certain caps) in connection with the performance of the services
during the terms of the Management Agreement.
The Management Agreement provides that it may be terminated (i) upon mutual written consent of
the Issuer and Bounty, (ii) by Bounty upon thirty days written notice to the Issuer, (iii) by the
Issuer on or after May 31, 2012 upon 180 days prior written notice to Bounty, (iv) by the
non-defaulting party upon written notice to the defaulting party in the event of an uncured
material or repeated default by the defaulting party, (v) upon written notice by the unaffected
party to the affected party in the event of (a) the liquidation or insolvency of the affected
party, (b) the appointment of a receiver or similar officer for the affected party, (c) an
assignment by the affected party for the benefit of all or substantially all of its creditors, (d)
entry by the affected party into an agreement for the composition, extension, or readjustment of
all or substantially all of its obligations or (e) the filing of a meritorious petition in
bankruptcy by or against the affected party under any bankruptcy or debtors law for its relief or
reorganization or (vi) upon written notice by the Issuer to Bounty for failure to pay undisputed
amounts when due. The description of
the Management Agreement is qualified in its entirety by reference to the full text of the
agreement, which is included as an Exhibit hereto and is incorporated by reference herein.
Page 16 of 19
Item 7. Material to be Filed as Exhibits.
1. |
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Joint Filing Agreement, dated as of April 15, 2011, by and among the Reporting Persons.* |
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2. |
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Merger Agreement, dated as of December 21, 2010, by and among CIFC Deerfield Corp.,
Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent Holdings LLC and
Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 2.1 of CIFC
Deerfield Corp.s Current Report on Form 8-K filed on December 22, 2010). |
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3. |
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Voting Agreement, dated as of December 21, 2010, by and between Bounty Investments, LLC and
Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 3 of Schedule 13D/A
filed on December 21, 2010). |
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4. |
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Waiver of Conversion Rate Adjustment, dated as of December 21, 2010, by Bounty Investments,
LLC (incorporated by reference to Exhibit 4 of the Schedule 13D/A filed on December 21, 2010). |
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5. |
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Amended and Restated Stockholders Agreement, dated as of April 13, 2011, by and among CIFC
Deerfield Corp., CIFC Parent Holdings LLC and DFR Holdings, LLC (incorporated by
reference to Exhibit 10.1 of CIFC Deerfield Corp.s Current Report on Form 8-K filed
on April 13, 2011). |
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6. |
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Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and among
CIFC Deerfield Corp., CIFC Parent Holdings LLC and Bounty Investments, LLC
(incorporated by reference to Exhibit 10.2 of CIFC Deerfield Corp.s Current Report on
Form 8-K filed on April 13, 2011). |
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7. |
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Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between
CIFC Deerfield Corp. and Bounty Investments, LLC (incorporated by reference to Exhibit
4.1 of CIFC Deerfield Corp.s Current Report on Form 8-K, filed on March 23, 2010). |
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8. |
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Management Agreement, dated as of April 13, 2011, by and between CIFC Deerfield Corp. and Bounty
Investments, LLC.* |
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9. |
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Assignment and Contribution Agreement, dated as of April 13, 2011, by and among DFR Holdings,
LLC and Bounty Investments, LLC.* |
Page 17 of 19
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.
Date:
April 15, 2011
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DFR HOLDINGS, LLC
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By: |
/s/
Andrew Intrater |
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Name: |
Andrew Intrater |
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Title: |
Managing Member |
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BOUNTY INVESTMENTS, LLC
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By: |
/s/
Andrew Intrater |
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Name: |
Andrew Intrater |
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Title: |
Chief Executive Officer |
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|
SANTA MARIA OVERSEAS LTD.
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By: |
/s/
Andrew Intrater |
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Name: |
Andrew Intrater |
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|
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Title: |
Attorney-In-Fact |
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|
|
MAYFLOWER TRUST
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By: |
/s/
Andrew Intrater |
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Name: |
Andrew Intrater |
|
|
|
Title: |
Attorney-In-Fact |
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|
|
TZ COLUMBUS SERVICES LIMITED
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|
|
By: |
/s/
Andrew Intrater |
|
|
|
Name: |
Andrew Intrater |
|
|
|
Title: |
Attorney-In-Fact |
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|
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