0001104659-15-008272.txt : 20150210 0001104659-15-008272.hdr.sgml : 20150210 20150210170103 ACCESSION NUMBER: 0001104659-15-008272 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150210 DATE AS OF CHANGE: 20150210 GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: AP TAMINCO GLOBAL CHEMICAL HOLDINGS GP, LLC GROUP MEMBERS: AP TAMINCO GLOBAL CHEMICAL HOLDINGS, LP GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VII, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: TAMINCO CO-INVESTORS GP, LLC GROUP MEMBERS: TAMINCO CO-INVESTORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAMINCO Corp CENTRAL INDEX KEY: 0001547063 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 454031468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87423 FILM NUMBER: 15594651 BUSINESS ADDRESS: STREET 1: C/O APOLLO MANAGEMENT VII, L.P. STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 610-366-6744 MAIL ADDRESS: STREET 1: C/O APOLLO MANAGEMENT VII, L.P. STREET 2: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TAMINCO ACQUISITION Corp DATE OF NAME CHANGE: 20120411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 a15-4067_3sc13ga.htm SC 13G/A

 

 

 

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

Taminco Corporation

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

87509U106

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

AP Taminco Global Chemical Holdings, LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Taminco Co-Investors, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

AP Taminco Global Chemical Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

4


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Taminco Co-Investors GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Management VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

AIF VII Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

7


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

8


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

9


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No. 87509U106

 

 

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power

 

6

Shared Voting Power
0 shares of common stock

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
0 shares of common stock

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares of common stock

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person (See Instructions)
OO

 

11


 

Item 1.

(a)

Name of Issuer
Taminco Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
200  South Wilcox Drove

Kingsport, Tenneessee 37662

 

Item 2.

(a)

Name of Person Filing
This statement is filed by (i) AP Taminco Global Chemical Holdings, LP (“Taminco Holdings”), (ii) Taminco Co-Investors, L.P. (“Taminco Co-Investors”), (iii) AP Taminco Global Chemical Holdings GP, LLC (“Taminco Holdings GP”), (iv) Taminco Co-Investors GP, LLC (“Taminco Co-Investors GP”), (v) Apollo Management VII, L.P. (“Management VII”), (vi) AIF VII Management, LLC (“AIF VII LLC”), (vii) Apollo Management, L.P. (“Apollo Management”), (viii) Apollo Management GP, LLC (“Management GP”), (ix) Apollo Management Holdings, L.P. (“Management Holdings”), and (x) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  Taminco Holdings and Taminco Co-Investors each previously held shares of common stock of the Issuer.  Taminco Holdings GP is the general partner of Taminco Holdings.  Taminco Co-Investors GP is the general partner of Taminco Co-Investors.  Management VII is the manger of each of Taminco Holdings GP and Taminco Co-Investors GP.  AIF VII LLC is the general partner of Management VII.  Apollo Management is the sole member and manager of AIF VII LLC, and Management GP is the general partner of Apollo Management.  Management Holdings is the sole member and manager of Management GP, and Management Holdings GP is the general partner of Management Holdings.  Taminco Holdings, Taminco Co-Investors, Taminco Holdings GP, Taminco Co-Investors GP, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings, and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
The principal office of each of Taminco Holdings, Taminco Co-Investors, Taminco Holdings GP, Taminco Co-Investors GP, Management VII, AIF VII LLC, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 West 57th St., 43rd Floor, New York, New York 10019.

 

(c)

Citizenship
Taminco Holdings GP, Taminco Co-Investors GP, AIF VII LLC, Management GP, and Management Holdings GP are each Delaware limited liability companies.  Taminco Holdings, Taminco Co-Investors, Management VII, Apollo Management, and Management Holdings are each Delaware limited partnerships.

 

(d)

Title of Class of Securities
Common Stock, par value $0.001

 

12


 

 

(e)

CUSIP Number
87509U106

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

Item 4.

Ownership.

 

 

(a)

Amount beneficially owned:   

0 for all Reporting Persons.

 

(b)

Percent of class:   

0.0% for all Reporting Persons.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

0 for all Reporting Persons.

 

 

(ii)

Shared power to vote or to direct the vote:

0 for all Reporting Persons.

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0 for all Reporting Persons.

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0 for all Reporting Persons.

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

13


 

Item 10.

Certification.

Not applicable.

 

 

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.

 

Dated: February 10, 2015

 

 

 

 

AP TAMINCO GLOBAL CHEMICAL HOLDINGS, LP

 

 

 

By:

AP Taminco Global Chemical Holdings GP, LLC

 

 

its general partner

 

 

 

 

By:

Apollo Management VII, L.P.

 

 

its manager

 

 

 

 

 

By:

AIF VII Management, LLC

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

AP TAMINCO GLOBAL CHEMICAL HOLDINGS GP, LLC

 

 

 

By:

Apollo Management VII, L.P.

 

 

its manager

 

 

 

 

By:

AIF VII Management, LLC

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

TAMINCO CO-INVESTORS, L.P.

 

 

 

By:

Taminco Co-Investors GP, LLC

 

 

its general partner

 

 

 

 

By:

Apollo Management VII, L.P.

 

 

its manager

 

 

 

 

By:

AIF VII Management, LLC

 

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

14


 

 

TAMINCO CO-INVESTORS GP, LLC

 

 

 

By:

Apollo Management VII, L.P.

 

 

its manager

 

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

By:

AIF VII Management, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

AIF VII MANAGEMENT, LLC

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

15


 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

Name:

Laurie D. Medley

 

 

Title:

Vice President

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

Name:

Laurie D. Medley

 

Title:

Vice President

 

16