0001144204-15-008723.txt : 20150213 0001144204-15-008723.hdr.sgml : 20150213 20150213103650 ACCESSION NUMBER: 0001144204-15-008723 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150213 DATE AS OF CHANGE: 20150213 GROUP MEMBERS: WL ROSS SPONSOR LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WL Ross Holding Corp. CENTRAL INDEX KEY: 0001604416 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 465188282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88195 FILM NUMBER: 15610567 BUSINESS ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 826-1100 MAIL ADDRESS: STREET 1: 1166 AVENUE OF THE AMERICAS, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROSS WILBUR L JR CENTRAL INDEX KEY: 0001026610 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 328 EL VEDADO ROAD CITY: PALM BEACH STATE: FL ZIP: 33480 SC 13G 1 v401602_sc13g.htm SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G
(Amendment No. )*

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

WL Ross Holding Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

92939D104

(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:

 

£   Rule 13d-1(b)
£   Rule 13d-1(c)
S   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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

CUSIP No. 92939D104  

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Wilbur L. Ross, Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) £

(b) £

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

None

6

SHARED VOTING POWER

 

12,506,250 (1)

7

SOLE DISPOSITIVE POWER

 

None

 

8

SHARED DISPOSITIVE POWER

 

12,506,250 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,506,250

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

20.0% (2)

12

TYPE OF REPORTING PERSON

 

IN

       
(1)WL Ross Group L.P. is the managing member of WL Ross Sponsor LLC. El Vedado, LLC is the general partner of WL Ross Group L.P. Wilbur L. Ross Jr. is the managing member, the chairman and president of El Vedado, LLC. Accordingly, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WL Ross Sponsor LLC may be deemed to share voting and dispositive power over the 12,506,250 shares of the Issuer’s common stock owned by WL Ross Sponsor LLC.

 

(2)Based on 62,531,250 shares of the Issuer’s common stock outstanding as of November 5, 2014 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2014.

 

 
 

 

CUSIP No. 92939D104  

 

1

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

WL Ross Sponsor LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) £

(b) £

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

 

None

6

SHARED VOTING POWER

 

12,506,250 (1)

7

SOLE DISPOSITIVE POWER

 

None

 

8

SHARED DISPOSITIVE POWER

 

12,506,250 (1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,506,250

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

20.0% (2)

12

TYPE OF REPORTING PERSON

 

OO

       
(1)WL Ross Group L.P. is the managing member of WL Ross Sponsor LLC. El Vedado, LLC is the general partner of WL Ross Group L.P. Wilbur L. Ross Jr. is the managing member, the chairman and president of El Vedado, LLC. Accordingly, Wilbur L. Ross, Jr., El Vedado, LLC, WL Ross Group, L.P. and WL Ross Sponsor LLC may be deemed to share voting and dispositive power over the 12,506,250 shares of the Issuer’s common stock owned by WL Ross Sponsor LLC.

 

(2)Based on 62,531,250 shares of the Issuer’s common stock outstanding as of November 5, 2014 as disclosed in the Issuer's Form 10-Q for the quarterly period ended September 30, 2014.

 

 
 

 

CUSIP No. 92939D104  
   
Item 1(a) Name of Issuer:

 

WL Ross Holding Corp. (the “Issuer”)

 
Item 1(b) Address of Issuer’s Principal Executive Offices:
   

1166 Avenue of the Americas
New York, New York 10036

 

Item 2(a) Name of Person Filing:
   

The name of the persons (collectively, the “Reporting Persons”) filing this Schedule 13G are:

 

Wilbur L. Ross, Jr.
WL Ross Sponsor LLC

 

Item 2(b) Address of Principal Business Office or, if None, Residence:
   

For Wilbur L. Ross, Jr.:

 

c/o WL Ross Holding Corp.
1166 Avenue of the Americas,
New York, New York 10036
Attention: General Counsel

 

For WL Ross Sponsor LLC:

 

1166 Avenue of the Americas
New York, New York 10036
Attention: General Counsel

 

Item 2(c) Citizenship:
   

Wilbur L. Ross, Jr. is a citizen of the United States of America. WL Ross Sponsor LLC is a company organized and existing under the laws of the State of Delaware.

 

Item 2(d) Title of Class of Securities:
   

Common Stock, par value $0.0001, of the Issuer

 

 
 

 

CUSIP No. 92939D104  
     
Item 2(e) CUSIP Number:
   

92939D104

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   

Not Applicable.

 

Item 4. Ownership

 

The percentages used in this Item 4 are calculated based on 62,531,250 shares of the Issuer’s common stock outstanding as of November 5, 2014 as disclosed in Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2014.

 

Wilbur L. Ross, Jr.

 

a)Amount beneficially owned: 12,506,250

 

b)Percent of Class: 20.0%

 

c)(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 12,506,250
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 12,506,250

 

WL Ross Sponsor LLC

 

a)Amount beneficially owned: 12,506,250

 

b)Percent of Class: 20.0%

 

c)(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 12,506,250
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 12,506,250

 

 
 

 

CUSIP No. 92939D104  

 

Item 5. Ownership of Five Percent or Less of a Class
   

Not Applicable.

 

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 or Control Person
   

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group
   

Not Applicable.

 

Item 9. Notice of Dissolution of Group
   

Not Applicable.

 

Item 10. Certification
   

 Not Applicable.

 

 
 

 

CUSIP No. 92939D104  

 

 

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: February 13, 2015

 

  Wilbur L. Ross, Jr.
           
      By:   /s/ Wilbur L. Ross, Jr.
           
           
           
  WL ROSS SPONSOR LLC
           
      By:   WL ROSS GROUP, L.P., its Managing Member
      By:   El Vedado, LLC, its General Partner
           
      By:   /s/ Wilbur L. Ross, Jr.
      Name:   Wilbur L. Ross, Jr.
      Title:   Manager

 

 

 EX-99.1 2 v401602_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of WL Ross Holding Corp.

 

 

Date: February 13, 2015

 

  Wilbur L. Ross, Jr.
           
      By:   /s/ Wilbur L. Ross, Jr.
           
           
           
  WL ROSS SPONSOR LLC
           
      By:   WL ROSS GROUP, L.P., its Managing Member
      By:   El Vedado, LLC, its General Partner
           
      By:   /s/ Wilbur L. Ross, Jr.
      Name:    Wilbur L. Ross, Jr.
      Title:   Manager