0000905148-19-000494.txt : 20190405 0000905148-19-000494.hdr.sgml : 20190405 20190405080248 ACCESSION NUMBER: 0000905148-19-000494 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Leo Holdings Corp. CENTRAL INDEX KEY: 0001725134 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 981399727 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90400 FILM NUMBER: 19733504 BUSINESS ADDRESS: STREET 1: 21 GROSVENOR PLACE CITY: LONDON STATE: X0 ZIP: SW1X7HF BUSINESS PHONE: 442072012281 MAIL ADDRESS: STREET 1: 21 GROSVENOR PLACE CITY: LONDON STATE: X0 ZIP: SW1X7HF FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSO CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001287978 IRS NUMBER: 200406508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: (203) 352-6100 MAIL ADDRESS: STREET 1: 1266 EAST MAIN STREET STREET 2: 4TH FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT L.P. DATE OF NAME CHANGE: 20130806 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20130731 FORMER COMPANY: FORMER CONFORMED NAME: BASSO CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 20040421 SC 13G 1 efc19-314_fmsc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
LEO HOLDINGS CORP.
 (Name of Issuer)
 
Class A ordinary shares, par value $0.0001 per share
 (Title of Class of Securities)
 
G5463L105
 (CUSIP Number)
 
March 7, 2019
 (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)
 
[ X ] Rule 13d-1(c)
 
[    ] 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 disclosures 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10

 
CUSIP No. G5463L105
Page 2 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO SPAC FUND 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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 894,417
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 894,417
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 894,417
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 4.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 



CUSIP No. G5463L105
Page 3 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO MANAGEMENT, 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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 894,417
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 894,417
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 894,417
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 4.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

 

CUSIP No. G5463L105
Page 4 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO CAPITAL MANAGEMENT, L.P.
 
 
 
 
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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 894,417
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 894,417
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 894,417
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 4.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IA, PN
 
 
 
 
 
 

CUSIP No. G5463L105
Page 5 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 BASSO GP, 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
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 894,417
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 894,417
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 894,417
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 4.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO, HC
 
 
 
 
 


CUSIP No. G5463L105
Page 6 of 11 Pages

1
NAMES OF REPORTING PERSONS
 
 
 HOWARD I. FISCHER
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
 0
 
 
 
 
6
SHARED VOTING POWER
 
 
 894,417
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
 894,417
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 894,417
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
 4.5%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 IN, HC
 
 
 
 
 

 
 Page 7 of 11 Pages
 
Item 1(a).               Name of Issuer:
Leo Holdings Corp. (the “Issuer”)
 
Item 1(b).               Address of Issuer’s Principal Executive Offices:
 
21 Grosvenor Place, London, SW1X 7HF, United Kingdom
 
Item 2(a).               Name of Person Filing
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

i)      Basso SPAC Fund LLC (“Basso SPAC”);
ii)     Basso Management, LLC (“Basso Management”);
iii)    Basso Capital Management, L.P. (“BCM”);
iv)    Basso GP, LLC (“Basso GP”); and
v)     Howard I. Fischer (“Mr. Fischer”).

This Statement relates to Shares (as defined herein) directly beneficially owned by Basso SPAC. Basso Management is the manager of Basso SPAC. BCM serves as the investment manager of Basso SPAC. Basso GP is the general partner of BCM. Mr. Fischer is the sole portfolio manager for Basso SPAC, the Chief Executive Officer and a founding partner of BCM, and a member of each of Basso Management and Basso GP. Accordingly, each of Basso Management, BCM, Basso GP and Mr. Fischer may be deemed to indirectly beneficially own the Shares reported herein.

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

The address of the principal business office of each of the Reporting Persons is 1266 East Main, Street, Fourth Floor, Stamford, Connecticut 06902.

Item 2(c).               Citizenship:

Each of Basso SPAC, Basso Management, and Basso GP is a Delaware limited liability company.  BCM is a Delaware limited partnership.  Mr. Fischer is a citizen of the United States.

Item 2(d).               Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share (the “Shares”)
Item 2(e).               CUSIP Number:
G5463L105
 
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:

This Item 3 is not applicable.


 

Page 8 of 11 Pages
 


Item 4.                    Ownership:
Item 4(a)                Amount Beneficially Owned:

As of March 7, 2019, each of the Reporting Persons may have been deemed the beneficial owner of 1,020,420 Shares. This amount consisted of (i) 970,420 Shares and (ii) 50,000 Shares underlying units (“Units”).   As of April 1, 2019, each of the Reporting Persons may be deemed the beneficial owner of 894,417 Shares.  This amount consists of (i) 844,417 Shares and (ii) 50,000 Units.

The beneficial ownership amounts reported herein exclude warrants to purchase Shares (“Warrants”), if any, underlying the Units or held directly by the Reporting Persons, because the Reporting Persons do not have the right to acquire the Shares underlying the Warrants within 60 days.

Item 4(b)                Percent of Class:

As of March 7, 2019, each of the Reporting Persons may have been deemed the beneficial owner of approximately 5.1% of Shares outstanding.  As of April 1, 2019, each of the Reporting Persons may be deemed the beneficial owner of approximately 4.5% of Shares outstanding  (There were 20,000,000 Shares outstanding as of March 29, 2019, according to the Issuer’s annual report on Form 10-K, filed on March 29, 2019.)

Item 4(c)                Number of Shares as to which such person has:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
894,417
(iii) Sole power to dispose or direct the disposition of:
0
(iv) Shared power to dispose or direct the disposition of:
894,417
Item 5.                    Ownership of Five Percent or Less of a Class:

As of April 1, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares.

Item 6.                    Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is 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:

See disclosure in Item 2 hereof.

Item 8.                    Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.                    Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.                 Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 

Page 9 of 11 Pages
 
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.
 

 
BASSO SPAC FUND LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Authorized Signatory
  
       

 
BASSO MANAGEMENT, LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Member
  
       

 
BASSO CAPITAL MANAGEMENT, L.P.
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Chief Executive Officer & Managing Partner
  
       

 
BASSO GP, LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Member
  
       

 

 
 
HOWARD I. FISCHER
  
  /s/ Howard I. Fischer
  
   
 
  
       
April 4, 2019
 

Page 10 of 11 Pages
 
EXHIBIT INDEX
 
Ex.
 
  
Page No.
 
A
Joint Filing Agreement
 11
 
 
 
 
 
 
 

 

Page 11 of 11 Pages
 

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A ordinary shares of Leo Holdings Corp. dated as of April 4, 2019 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 

 
BASSO SPAC FUND LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Authorized Signatory
  
       

 
BASSO MANAGEMENT, LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Member
  
       

 
BASSO CAPITAL MANAGEMENT, L.P.
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Chief Executive Officer & Managing Partner
  
       

 
BASSO GP, LLC
  
 
By:
/s/ Howard I. Fischer  
    Howard I. Fischer  
   
Member
  
       

 
HOWARD I. FISCHER
  
 
/s/ Howard I. Fischer
  
   
 
   
 
  
       
April 4, 2019