0001140361-16-053523.txt : 20160216 0001140361-16-053523.hdr.sgml : 20160215 20160216214848 ACCESSION NUMBER: 0001140361-16-053523 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160216 DATE AS OF CHANGE: 20160216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RCS Capital Corp CENTRAL INDEX KEY: 0001568832 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 383894716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.415.6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thebes Partners Offshore, Ltd. CENTRAL INDEX KEY: 0001609548 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 161431475 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LUXOR CAPITAL PARTNERS OFFSHORE LTD CENTRAL INDEX KEY: 0001356913 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 161431476 BUSINESS ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 2127638000 MAIL ADDRESS: STREET 1: C/O M&C CORPORATE SVCS LTD STREET 2: PO BOX 309 GT UGLAND HOUSE CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: LUXOR CAPITAL PARNTERS OFFSHORE LTD DATE OF NAME CHANGE: 20060321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Partners, LP CENTRAL INDEX KEY: 0001393021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 161431477 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LCG HOLDINGS LLC CENTRAL INDEX KEY: 0001270742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 161431478 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Luxor Capital Group, LP CENTRAL INDEX KEY: 0001316580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35924 FILM NUMBER: 161431479 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-763-8000 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 29TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 5 1 doc1.xml FORM 5 X0306 5 2015-12-31 0 0 1 0001568832 RCS Capital Corp RCAP 0001316580 Luxor Capital Group, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001270742 LCG HOLDINGS LLC 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001393021 Luxor Capital Partners, LP 1114 AVENUE OF THE AMERICAS 29TH FLOOR NEW YORK NY 10036 0 0 1 0 0001356913 LUXOR CAPITAL PARTNERS OFFSHORE LTD C/O M&C CORPORATE SVCS LTD PO BOX 309 GT UGLAND HOUSE GEORGE TOWN E9 00000 CAYMAN ISLANDS 0 0 1 0 0001609548 Thebes Partners Offshore, Ltd. C/O MAPLES CORPORATE SERVICES LIMITED BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Class A common stock, par value $0.001 per share 2015-07-01 4 J 0 51552 D 4776492 I By Luxor Capital Partners, LP Class A common stock, par value $0.001 per share 2015-07-01 4 J 0 118055 D 5146905 I By Luxor Capital Partners Offshore Master Fund, LP Class A common stock, par value $0.001 per share 2015-07-01 4 J 0 169607 A 169607 I By Thebes Offshore Master Fund, LP 5% convertible senior notes 2015-07-01 4 J 0 610000 D Class A common stock, par value $0.001 per share 610000 43622000 I By Luxor Capital Partners, LP 5% convertible senior notes 2015-07-01 4 J 0 1687000 D Class A common stock, par value $0.001 per share 1687000 53807000 I By Luxor Capital Partners Offshore Master Fund, LP 5% convertible senior notes 2015-07-01 4 J 0 2297000 A Class A common stock, par value $0.001 per share 2297000 2297000 I By Thebes Offshore Master Fund, LP 7% Series C Convertible Prererred Stock 13.00 2015-07-01 4 J 0 22362 D Class A common stock, par value $0.001 per share 43004 1599074 I By Luxor Capital Partners, LP 7% Series C Convertible Prererred Stock 13.00 2015-07-01 4 J 0 61850 D Class A common stock, par value $0.001 per share 118942 1973244 I By Luxor Capital Partners Offshore Master Fund, LP 7% Series C Convertible Prererred Stock 13.00 2015-07-01 4 J 0 84212 A Class A common stock, par value $0.001 per share 161946 84212 I By Thebes Offshore Master Fund, LP This Form 5 is filed jointly by Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Capital Partners, LP ("Onshore Fund"), Luxor Capital Partners Offshore, Ltd. ("Offshore Feeder Fund), Thebes Partners Offshore, Ltd. ("Thebes Feeder Fund"), LCG Holdings, LLC ("LCG Holdings"), Luxor Management, LLC ("Luxor Management") and Christian Leone (collectively, the "Reporting Persons"). Transactions reported herein do not include or reflect securities beneficially owned and previously disclosed on Forms 4. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Reflects distributions-in-kind and subsequent contributions of securities by limited partners of the Reporting Persons resulting in a change in form of beneficial ownership of securities previously reported. Securities owned directly by Onshore Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Onshore Fund, may be deemed to beneficially own the securities owned directly by Onshore Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Onshore Fund. Securities owned directly by Luxor Capital Partners Offshore Master Fund, LP ("Offshore Master Fund"). Offshore Feeder Fund, as the owner of a controlling interest in Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Offshore Master Fund, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Offshore Master Fund. Securities owned directly by Thebes Offshore Master Fund, LP ("Thebes Master Fund"). Thebes Feeder Fund, the owner of a controlling interest in, and together with a minority investor, the owner of 100% of the interests in Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Each of LCG Holdings and Luxor Capital Group, as the general partner and investment manager, respectively, of Thebes Master Fund, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Luxor Management, as the general partner of Luxor Capital Group, and Christian Leone, as the managing member of each of LCG Holdings and Luxor Management, may be deemed to beneficially own the securities owned directly by Thebes Master Fund. Represents 5% convertible senior notes (the "Convertible Notes") which are convertible at the option of the holder, and to the extent permitted by certain of the Issuer's credit agreements and any refinancings thereof, into Common Stock, at a conversion rate equal to 47.2144 shares of Common Stock per $1,000 principal amount of Convertible Notes, or $21.18 per share, subject to adjustment pursuant to customary anti-dilution provisions. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 4.9% or less of the of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner), that, when taken together with the Common Stock otherwise held, collectively exceeds 4.9% of the Common Stock then outstanding, as applicable (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of shares of Common Stock resulting from such conversion) (the "4.9% Blocker"). The 4.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer. The securities have restrictions on conversion such that when the holder together with its affiliates then beneficially owns 9.9% or less but greater than 4.9% of the Common Stock outstanding, in no event will the holder be allowed to accept Common Stock, including Common Stock obtained upon conversion of such security or otherwise (taking into account Common Stock owned by any holder deemed to be, with respect to such shares, a beneficial owner) that, when taken together with the Common Stock otherwise held, collectively exceeds 9.9% of the Common Stock then outstanding (as appropriately adjusted for share splits, share dividends, combinations, recapitalizations and the like and taking into account the number of Common Stock resulting from such conversion) (the 9.9% Blocker"). The 9.9% Blocker can be waived by the holder on 65 days prior written notice to the Issuer. The securities have restrictions on conversion such that in no event shall any holder on his or its own, or with any of his or its affiliates, be allowed to accept Common Stock if it would result in such holder owning more than 24.9% of the Common Stock outstanding at the time of conversion, unless such conversion is approved by the Financial Industry Regulatory Authority, Inc. Represents shares of 7% Series C Convertible Preferred Stock ("Series C Preferred Stock"). The Series C Preferred Stock is perpetual. Beginning December 12, 2022, the Issuer shall, at its option, have the right to redeem the Series C Preferred Stock in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. Beginning December 12, 2022, the holder shall, at its option, have the right to require the Issuer to redeem the Series C Preferred Stock, in whole or in part, for cash at the aggregate liquidation preference including accrued and unpaid dividends, subject to the terms thereof. Norris Nissim, as General Counsel of Luxor Management, LLC, General Partner of Luxor Capital Group, LP 2016-02-16