UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Bonds.com Group, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
098003106
(CUSIP Number)
Rima R. Moawad
Haynes and Boone, LLP
30 Rockefeller Plaza
26th Floor
New York, New York 10112
212.659.4996
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 27, 2014
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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).
CUSIP 098003106
1. | Names of Reporting Persons
Michel Daher | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Lebanon | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
307,0861 | ||||
8. | Shared Voting Power
460,6302 | |||||
9. | Sole Dispositive Power
307,0861 | |||||
10. | Shared Dispositive Power
460,6302 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
767,7163 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
75.9% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
1 | Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants. |
2 | Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants. |
3 | Includes 410,575 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 357,141 shares of Common Stock issuable upon exercise of Warrants. |
2
CUSIP 098003106
1. | Names of Reporting Persons
Abdallah Daher | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
AF | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Lebanon | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
| ||||
8. | Shared Voting Power
460,6301 | |||||
9. | Sole Dispositive Power
| |||||
10. | Shared Dispositive Power
460,6301 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
460,6301 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
65.4% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
1 | Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants. |
3
CUSIP 098003106
1 . | Names of Reporting Persons
Daher Bonds Investment Company | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
460,6301 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
460,6301 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
460,6301 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
65.4% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
1 | Includes 246,345 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 214,285 shares of Common Stock issuable upon exercise of Warrants. |
4
CUSIP 098003106
1. | Names of Reporting Persons
Mida Holdings | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
307,0861 | ||||
8. | Shared Voting Power
| |||||
9. | Sole Dispositive Power
307,0861 | |||||
10. | Shared Dispositive Power
| |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
307,0861 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
55.8% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
1 | Includes 164,230 shares of Common Stock issuable upon conversion of shares of Series E-2 Convertible Preferred Stock and 142,856 shares of Common Stock issuable upon exercise of Warrants. |
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CUSIP 098003106
This Amendment No. 4 to Schedule 13D amends the Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) on December 15, 2011, as amended by Amendment No. 1 filed on June 15, 2012, Amendment No. 2 filed on March 15, 2013 and Amendment No. 3 filed on January 14, 2014 (as amended, the Schedule 13D). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.
Item 4. | Purpose of Transaction |
Item 4 is hereby supplemented and amended by the following additional information:
The Reporting Persons are currently reconsidering and evaluating all of their options with respect to their investment in the Company and intend to have discussions with the Company regarding a possible change of control transaction or other business combination or refinancing transaction involving the Company. Accordingly, in a letter dated January 27, 2014, attached hereto as Exhibit 99.1 (the Letter), Long Ridge Equity Partners, LLC, on behalf of one or more funds managed by it and its affiliates and on behalf of Mr. Michel Daher and one or more of his affiliates, submitted an indication of interest to acquire all capital stock of the Company. Confidential Treatment has been requested with respect to certain portions of the Letter. The exact form of the transaction contemplated by the Proposal has not yet been determined, but it may take the form of a merger, tender offer or other corporate transaction. If such a transaction is consummated, the Common Stock would no longer be traded on the OTC Bulletin Board and the registration of the Common Stock under Section 12 of the Exchange Act would be terminated.
The foregoing information is preliminary in nature and represents the current plans or proposals of the Reporting Persons at this time.
The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Company in light of their general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company.
Except as described in this Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is stated in Items 11 and 13 on the cover page herein.
(b) Number of shares as to which the Reporting Person has:
(i) sole power to vote or to direct the vote: See Item 7 on the cover page hereto.
(ii) shared power to vote or to direct the vote: See Item 8 on the cover page hereto.
(iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page hereto.
(iv) shared power to dispose or to direct the disposition: See Item 10 on the cover page hereto.
All percentages set forth in this statement are based on 243,438 shares of Common Stock, as reported in the Issuers Form 10-Q for the period ended September 30, 2013.
(c) Transactions by the Reporting Person in shares of Common Stock of the Issuer in the last sixty days consist of the following transactions: None.
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CUSIP 098003106
Item 7. | Material to be Filed as Exhibits |
99.1 | Letter dated January 27, 2014. Confidential treatment has been requested for certain portions of this document. The omitted portions of this document have been filed separately with the Securities and Exchange Commission. |
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CUSIP 098003106
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: January 28, 2014
/s/ Michel Daher | ||
Michel Daher | ||
/s/ Abdallah Daher | ||
Abdallah Daher | ||
Daher Bonds Investment Company | ||
By: | /s/ Michel Daher | |
Michel Daher, Manager | ||
Mida Holdings | ||
By: | /s/ Michel Daher | |
Michel Daher, Manager |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Exhibit 99.1
THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH *****.
January 27, 2014
STRICTLY CONFIDENTIAL
Special Committee of the Board of Directors
Bonds.com Group, Inc.
1500 Broadway, 31st Floor
New York, NY 10036
Dear Members of the Special Committee:
Long Ridge Equity Partners, LLC (Long Ridge) is pleased to submit, on behalf of one or more funds managed by us or our affiliates and on behalf of Mr. Michel Daher and one or more of his affiliates, a non-binding indication of interest (such non-binding indication of interest, the proposal) to acquire all the outstanding shares of capital stock of Bonds.com Group, Inc. (the Company), for a total equity value of the Company ********, in cash, (the Transaction), on the terms and subject to the conditions outlined below.
We have spent considerable time working with our advisors to arrive at a fair and competitive value for the Company that is compelling for the Company and its stockholders. We believe your stockholders are aware of, and fully appreciate, the risks and challenges confronting the Company given its current competitive environment and financial condition, and will find the certainty in the value of our proposal to be highly attractive. We also are prepared to work with the Company to structure the Transaction to minimize the period to closing.
Background on Long Ridge Equity Partners
Founded in 2007, Long Ridge Equity Partners is a private investment firm focused on the financial services industry. Leveraging deep sector knowledge and an extensive network of industry resources, Long Ridge serves as a value-added partner to high-growth financial services businesses. Over the last decade, Long Ridges principals have sponsored some of the most successful growth companies in the financial sector, providing strategic resources and capital to drive profitable expansion. Long Ridge places a strong emphasis on partnership with management, focusing heavily on aligned incentives through equity participation.
No Financing Condition
Our proposal is not contingent on the receipt of financing by us as we have access to the funds required to complete the Transaction. The investment in the Company will be financed with committed equity provided by Long Ridge Equity Partners I and affiliates (including Mr. Michel Daher and other potential coinvestors from Long Ridges current LP base). Long Ridge Equity Partners I had its final close in February of 2013 with $100.0 million in capital commitments, of which 34% currently invested or committed.
Management
To ensure the success of the Transaction, we are strongly committed to drawing on the strength and depth of the team at the Company. We have the highest respect for the quality of the Companys employees and believe that a significant portion of the Transaction value is represented by the talented employees that would continue to work for the Company going forward.
Transaction Process and Timing
We are committed to move forward with this Transaction as expeditiously as possible and are prepared to commit significant time and resources to work with you and your advisors to discuss all aspects of our proposal, complete our due diligence and commence the negotiation of definitive transaction documentation. We expect to be able to minimize management time and business distraction and complete our due diligence in an expeditious manner. We expect to complete our due diligence review within four weeks. Key due diligence activities to include the following:
(a) | Additional meetings with Company management and key personnel |
(b) | Further analysis on the Companys performance, competitive landscape, customers and technology |
(c) | Reference calls with the Companys key clients |
(d) | Financial/accounting due diligence |
(e) | Legal due diligence |
We are working with Haynes and Boone, LLP, as our outside counsel, and KPMG, as our accounting and tax advisor.
Required Approvals
Long Ridge does not require any approvals other than the consent of its internal investment committee (which consists of Jim Brown and Kevin Bhatt). Other than regulatory approvals in connection with the Companys status as broker dealer, we believe that the proposed combination should not encounter any significant regulatory issues.
Indication of Interest
This letter and our proposal constitute a preliminary, non-binding indication of interest to acquire the outstanding capital stock of the Company, and our proposal is being submitted based on the understanding that it is not an offer that is capable of being accepted and that there will be no binding agreement between us or any commitment or obligation on either party with respect to the proposal or a possible transaction, unless and until a definitive agreement is executed by us and the Company. We reserve the right to discontinue discussions regarding, and withdraw, our proposal at any time. Our proposal is subject to customary conditions, including, among other things, our satisfaction with the results of due diligence in our sole discretion and the negotiation of mutually satisfactory definitive documentation.
THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH *****.
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Our team is very focused on delivering the best possible execution on this Transaction, and we look forward to discussing this opportunity with you further. If you have any questions regarding our proposal, please do not hesitate to contact either of the following individuals:
Jim Brown, Partner Long Ridge Equity Partners 1120 Avenue of the Americas New York, NY 10036 (212) 951-8602 jbrown@lrepllc.com |
Marwan Khoueiry, Associate Long Ridge Equity Partners 1120 Avenue of the Americas New York, NY 10036 (212) 951-8693 mkhoueiry@lrepllc.com |
We appreciate that you will want to consider our proposal carefully, but we do request that you respond to our proposal as soon as possible.
Sincerely yours, | ||
Acknowledged and agreed on behalf of Long Ridge Equity Partners: | ||
By: | /s/ Jim Brown | |
Name: Jim Brown Title: Managing Partner |
THE REPORTING PERSONS HAVE REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH *****.
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