0001104659-19-036741.txt : 20190620
0001104659-19-036741.hdr.sgml : 20190620
20190620172137
ACCESSION NUMBER: 0001104659-19-036741
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190618
FILED AS OF DATE: 20190620
DATE AS OF CHANGE: 20190620
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARES CORPORATE OPPORTUNITIES FUND III LP
CENTRAL INDEX KEY: 0001428903
STATE OF INCORPORATION: CA
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909243
BUSINESS ADDRESS:
STREET 1: 1999 AVENUE OF THE STARS
STREET 2: SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: 301-210-4100
MAIL ADDRESS:
STREET 1: 1999 AVENUE OF THE STARS
STREET 2: SUITE 1900
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ares Corporate Opportunities Fund IV, L.P.
CENTRAL INDEX KEY: 0001543148
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909244
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: ACOF Operating Manager III LLC
CENTRAL INDEX KEY: 0001462608
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909245
BUSINESS ADDRESS:
STREET 1: C/O ARES MANAGEMENT LLC
STREET 2: 2000 AVENUE OF THE STARS, 12TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: 310-201-4100
MAIL ADDRESS:
STREET 1: C/O ARES MANAGEMENT LLC
STREET 2: 2000 AVENUE OF THE STARS, 12TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ACOF Operating Manager IV, LLC
CENTRAL INDEX KEY: 0001620272
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909246
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 LLC
CENTRAL INDEX KEY: 0001259313
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909247
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 Management Holdings L.P.
CENTRAL INDEX KEY: 0001536937
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909248
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ares Holdco LLC
CENTRAL INDEX KEY: 0001669983
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909249
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 Holdings Inc.
CENTRAL INDEX KEY: 0001620317
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909250
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 Corp
CENTRAL INDEX KEY: 0001176948
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909251
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
FORMER NAME:
FORMER CONFORMED NAME: ARES MANAGEMENT LP
DATE OF NAME CHANGE: 20020701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ares Voting LLC
CENTRAL INDEX KEY: 0001761656
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36626
FILM NUMBER: 19909252
BUSINESS ADDRESS:
STREET 1: C/O ARES MGMT, 2000 AVE OF THE STARS
STREET 2: 12TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
BUSINESS PHONE: 310-201-4100
MAIL ADDRESS:
STREET 1: C/O ARES MGMT, 2000 AVE OF THE STARS
STREET 2: 12TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90067
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Smart & Final Stores, Inc.
CENTRAL INDEX KEY: 0001563407
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411]
IRS NUMBER: 800862253
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1229
BUSINESS ADDRESS:
STREET 1: 600 CITADEL DRIVE
CITY: COMMERCE
STATE: CA
ZIP: 90040
BUSINESS PHONE: 323.869.7500
MAIL ADDRESS:
STREET 1: 600 CITADEL DRIVE
CITY: COMMERCE
STATE: CA
ZIP: 90040
FORMER COMPANY:
FORMER CONFORMED NAME: Smart & Final Stores
DATE OF NAME CHANGE: 20140616
FORMER COMPANY:
FORMER CONFORMED NAME: SF CC Holdings, Inc.
DATE OF NAME CHANGE: 20121130
4
1
a4.xml
4
X0306
4
2019-06-18
1
0001563407
Smart & Final Stores, Inc.
SFS
0001428903
ARES CORPORATE OPPORTUNITIES FUND III LP
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001543148
Ares Corporate Opportunities Fund IV, L.P.
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001462608
ACOF Operating Manager III LLC
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001620272
ACOF Operating Manager IV, LLC
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001259313
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001536937
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001669983
Ares Holdco LLC
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001620317
Ares Holdings Inc.
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001176948
Ares Management Corp
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
0001761656
Ares Voting LLC
2000 AVENUE OF THE STARS
LOS ANGELES
CA
90067
0
0
1
0
common stock, par value $0.001
2019-06-18
4
U
0
44218762
6.50
D
0
D
Pursuant to an agreement and plan of merger (the "Merger Agreement") by and among First Street Parent, Inc. a Delaware corporation ("Parent"), First Street Merger Sub, Inc. Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser") and issuer, on June 18, 2019 Purchaser accepted shares of issuer's common stock tendered pursuant to Purchaser's tender offer for all of the outstanding shares of issuer's common stock at a purchase price of $6.50 per share, net to the seller in cash, without interest, subject to any applicable withholding taxes.
The manager of ACOF III is ACOF Operating Manager III, LLC ("ACOF Operating Manager III"), and the sole member of ACOF Operating Manager III is Ares Management LLC ("Ares Management LLC"). The manager of ACOF IV is ACOF Operating Manager IV, LLC ("ACOF Operating Manager IV"), and the sole member of ACOF Operating Manager IV is Ares Management LLC. 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"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management Corporation ("Ares Management"). (Continued in footnote 3)
Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management ("Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management ("Class C Common Stock"). The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over decisions by the Board Members.
This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 has been split into two filings because there are more than ten Reporting Persons in total, and the SEC's filing system will not accept CIK and CCC codes from more than ten joint filers of a report. Thus, in total, there are 12 joint filers: ACOF III, ACOF IV, ACOF Operating Manager III, ACOF Operating Manager IV, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, Ares Voting, Ares Management GP and Ares Partners.
ARES CORPORATE OPPORTUNITIES FUND III, L.P. By:ACOF OPERATING MANAGER III, LLC Its:Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES CORPORATE OPPORTUNITIES FUND IV, L.P. By:ACOF OPERATING MANAGER IV, LLC Its:Manager /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ACOF OPERATING MANAGER III, LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ACOF OPERATING MANAGER IV, LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES MANAGEMENT HOLDINGS L.P. By:ARES HOLDCO LLC Its:General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES HOLDINGS INC. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20
ARES VOTING LLC By:ARES PARTNERS HOLDCO LLC Its:Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory
2019-06-20