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