0001104659-16-108361.txt : 20160329 0001104659-16-108361.hdr.sgml : 20160329 20160329173025 ACCESSION NUMBER: 0001104659-16-108361 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160329 FILED AS OF DATE: 20160329 DATE AS OF CHANGE: 20160329 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Affinion Group Holdings, Inc. CENTRAL INDEX KEY: 0001404624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161732155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: (203) 956-1000 MAIL ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Management GP LLC CENTRAL INDEX KEY: 0001620264 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536455 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARES MANAGEMENT LP CENTRAL INDEX KEY: 0001176948 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536456 BUSINESS ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Holdings Inc. CENTRAL INDEX KEY: 0001620317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536457 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Holdco LLC CENTRAL INDEX KEY: 0001669983 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536458 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARES MANAGEMENT LLC CENTRAL INDEX KEY: 0001259313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536460 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Partners Holdco LLC CENTRAL INDEX KEY: 0001620263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536454 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ares Management Holdings L.P. CENTRAL INDEX KEY: 0001536937 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55577 FILM NUMBER: 161536459 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310.201.4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FL CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER NAME: FORMER CONFORMED NAME: Ares Management Holdings LLC DATE OF NAME CHANGE: 20111212 3 1 a3.xml 3 X0206 3 2016-03-29 0 0001404624 Affinion Group Holdings, Inc. NONE 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001176948 ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 Common Stock, par value $0.01 per share 944609 I See Footnotes Class C Common Stock 67.14 Common Stock, par value $0.01 per share 11688 I See Footnotes Class D Common Stock 88.07 Common Stock, par value $0.01 per share 12303 I See Footnotes The amount reported reflects an aggregate of 944,609 shares of Common Stock owned of record in the following amounts: 83,647 shares owned of record by Ares Strategic Investment Partners Ltd ("ASIP I"), 412,108 shares owned of record by Ares Special Situations Fund III, L.P. ("ASSF III"), 110,400 shares owned of record by Ares Dynamic Credit Allocation Fund, Inc. ("ARDC") (NYSE: ARDC), 38,054 shares owned of record by ASIP (Holdco) IV S.a.r.l. ("ASIP IV"), 186,605 shares owned of record by Future Fund Board of Guardians ("AFF"), 69,046 shares owned of record by Transatlantic Reinsurance Company ("TRC"), 34,415 shares owned of record by RSUI Indemnity Company ("RSUI"), and 10,334 shares owned of record by Anthem Inc. ("Anthem"). (Continued in footnote 2) ASIP I is wholly owned by Ares Strategic Investment Partners, L.P. ("ASIP Master"). Ares Strategic Investment GP, LLC serves as the general partner of ASIP Master and is owned by Ares Offshore Holdings L.P. ("Ares Offshore"). The general partner of Ares Offshore is AOF Holdco LLC ("AOF Holdco"), and the sole member of AOF Holdco is Ares Offshore Holdings, Ltd ("Ares Offshore Holdings"). The sole stockholder of Ares Offshore Holdings is Ares Management L.P. The general partner of ASSF III is ASSF Management III, L.P. ("ASSF Management III") and the general partner of ASSF Management III is ASSF Management III GP, LLC ("ASSF Management III GP"). ASSF Management III GP LLC is wholly owned by Ares Investments Holdings LLC ("Ares Investments"). Ares Investments is wholly owned by Ares Investments L.P. The general partner of Ares Investments L.P. is AI Holdco LLC, who is wholly owned by Ares Management, L.P. (Continued in footnote 3) Ares Capital Management II LLC serves as the investment adviser of ARDC and is wholly owned by Ares Management LLC. Ares Strategic Investment Partners IV is the sole shareholder of ASIP IV. Ares Strategic Investment Partners IV's issued shares are listed on the Luxembourg Stock Exchange, but wholly owned by a Swedish pension fund. ASIP Operating Manager IV LLC serves as the investment adviser of each of ASIP IV and Ares Strategic Investment Partners IV and is wholly owned by Ares Management LLC. Ares Enhanced Loan Investment Strategy Advisor IV, L.P. ("Ares Enhanced Loan Investment Strategy Advisor IV") serves as the investment adviser of AFF. (Continued in footnote 4) Ares Enhanced Loan Investment Strategy Advisor IV GP, LLC serves as the general partner of Ares Enhanced Loan Investment Strategy Advisor IV and is wholly owned by Ares Management LLC. Ares ASIP VII Management L.P. ("Ares ASIP VII Management") serves as the investment adviser of both RSIU and TRC. Ares ASIP VII GP, LLC serves as the general partner of Ares ASIP VII Management, and is wholly owned by Ares Management LLC. Ares WLP Management L.P. serves as the investment adviser of Anthem. Ares WLP Management GP LLC serves as the general partner of Ares WLP Management L.P. and is wholly owned by Ares Management LLC. (Continued in footnote 5) The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"), whose sole stockholder is Ares Management, L.P. The general partner of Ares Management, L.P. is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, L.P., and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. (Continued in footnote 6) Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. The Class C and Class D Common Stock is convertible into shares of Common Stock at any time and has no expiration date. The amount reported reflects shares of Class C Common Stock convertible into an aggregate of 11,688 shares of Common Stock, owned of record in the following amounts: 641 shares by ASIP I, 1,739 shares by AFF, and 9,308 shares by ASSF III. The amount reported reflects shares of Class D Common Stock convertible into an aggregate of 12,304 shares of Common Stock, owned of record in the following amounts: 675 shares by ASIP I, 1,831 shares by AFF, and 9,797 shares by ASSF III. Ares Management LLC, on behalf of certain affiliated funds and managed accounts (collectively, the "Ares Funds"), has the right to nominate one director for election to the board of directors of the Issuer pursuant to a nominating agreement dated November 9, 2015, so long as Ares Management LLC and the Ares Funds hold in excess of 8% of the Issuer's outstanding Common Stock. Ares Management LLC, on behalf of the Ares Funds, has nominated Rick P. Frier to the Issuer's board of directors. Accordingly, Ares Management LLC and the Ares Funds may be deemed to be a director by deputization. /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO, LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO, LLC 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC. 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC 2016-03-29 /s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 2016-03-29