SC 13G 1 p18-1316sc13g.htm GS ACQUISITION HOLDINGS CORP
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 

GS Acquisition Holdings Corp

(Name of Issuer)
 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)
 

36255F201**

(CUSIP Number)
 

June 8, 2018

(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)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 10 Pages)

 

______________________________

*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 Common Stock has no CUSIP number. The CUSIP number for the units which include the Common Stock is 36255F201.

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).

 

CUSIP No. 36255F20113GPage 2 of 10 Pages

 

     
1

NAMES OF REPORTING PERSONS

Empyrean Capital Overseas Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,311,700

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,311,700

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,311,700

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.8%

12

TYPE OF REPORTING PERSON

CO

             

 

 

CUSIP No. 36255F20113GPage 3 of 10 Pages

 

     
1

NAMES OF REPORTING PERSONS

P EMP Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

188,300

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

188,300

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

188,300

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.3%

12

TYPE OF REPORTING PERSON

CO

             

 

 

CUSIP No. 36255F20113GPage 4 of 10 Pages

 

     
1

NAMES OF REPORTING PERSONS

Empyrean Capital Partners, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

3,500,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,500,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,500,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

PN

             

 

 

 

CUSIP No. 36255F20113GPage 5 of 10 Pages

 

     
1

NAMES OF REPORTING PERSONS

Amos Meron

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

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

3,500,000

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,500,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,500,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

             

 

 

 

CUSIP No. 36255F20113GPage 6 of 10 Pages

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is GS Acquisition Holdings Corp (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 200 West Street, New York, NY 10282.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:

 

  (i) Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands exempted company, with respect to the Common Stock (as defined in Item 2(d)) directly held by it;
   
  (ii) P EMP Ltd. ("P EMP" and collectively with ECOMF, the "Empyrean Clients"), a British Virgin Islands business company, with respect to the Common Stock directly held by it;
   
  (iii) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to the Empyrean Clients with respect to the Common Stock directly held by the Empyrean Clients;
   
  (iv) Mr. Amos Meron, who serves as the managing member of Empyrean Capital, LLC, the general partner of ECP, with respect to the Common Stock directly held by the Empyrean Clients.

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.  
   
  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.

 

Item 2(c). CITIZENSHIP:

 

  ECOMF - a Cayman Island exempted company
  P EMP - a British Virgin Island business company
  ECP - a Delaware limited partnership
  Amos Meron - United States

 

 

 

CUSIP No. 36255F20113GPage 7 of 10 Pages

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Class A Common Stock, par value $0.0001 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER:
   
  The Common Stock has no CUSIP number. The CUSIP number for the units which include the Common Stock is 36255F201.

 

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:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

§ 240.13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

§ 240.13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please

specify the type of institution:_____________________________________________

   

 

 

CUSIP No. 36255F20113GPage 8 of 10 Pages

 

Item 4. OWNERSHIP.

 

    The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
     
    The percentages used herein are calculated based upon 69,000,000 shares of Common Stock reported to be outstanding in the Company's Prospectus filed pursuant to Rule 424(b)(4), filed with the Securities and Exchange Commission on June 8, 2018 and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2018, after giving effect to the completion of the offering and the full exercise of the underwriter's over-allotment option, as described therein.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.  
   
  Not applicable.

 

 

CUSIP No. 36255F20113GPage 9 of 10 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: June 15, 2018

 

  empyrean capital partners, lp
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  Empyrean Capital Overseas MASTER Fund, Ltd.
  By: Empyrean Capital Partners, LP,
  its Investment Manager
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  P EMP Ltd.
  By: Empyrean Capital Partners, LP,
  its Investment Manager
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  /s/ Amos Meron
  AMOS MERON

 

 

CUSIP No. 36255F20113GPage 10 of 10 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: June 15, 2018

 

  empyrean capital partners, lp
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  Empyrean Capital Overseas MASTER Fund, Ltd.
  By: Empyrean Capital Partners, LP,
  its Investment Manager
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  P EMP Ltd.
  By: Empyrean Capital Partners, LP,
  its Investment Manager
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  /s/ Amos Meron
  AMOS MERON