0000902664-18-000479.txt : 20180129 0000902664-18-000479.hdr.sgml : 20180129 20180129170028 ACCESSION NUMBER: 0000902664-18-000479 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180129 DATE AS OF CHANGE: 20180129 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affinion Group Holdings, Inc. CENTRAL INDEX KEY: 0001404624 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 161732155 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89447 FILM NUMBER: 18556490 BUSINESS ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: (203) 956-1000 MAIL ADDRESS: STREET 1: 6 HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Empyrean Capital Partners, LP CENTRAL INDEX KEY: 0001317195 IRS NUMBER: 522403815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310)843-9900 MAIL ADDRESS: STREET 1: 10250 CONSTELLATION BOULEVARD STREET 2: SUITE 2950 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G/A 1 p18-0274sc13ga.htm AFFINION GROUP HOLDINGS, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

Affinion Group Holdings, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value

(Title of Class of Securities)
 

008294209

(CUSIP Number)
 

December 31, 2017

(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 9 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 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).

 
 

 

1

NAMES OF REPORTING PERSONS

Empyrean Investments, LLC

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

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%*

12

TYPE OF REPORTING PERSON

OO

         

* As more fully described in Item 4, the Reporting Person is subject to a limitation on (i) the number of shares of Common Stock issuable upon conversion of the Class C/D Common Stock and exercise of the Warrants and (ii) the ability to vote in excess of 19.9% of the total voting power of the Company. However, as more fully described in Item 4, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Class C/D Common Stock and the exercise of these Warrants in full and do not give effect to this limitation, including with respect to the ability to vote. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to this limitation, is less than the number of securities reported in rows (6), (8) and (9).

 
 

 

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

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%*

12

TYPE OF REPORTING PERSON

PN

         

* As more fully described in Item 4, the Reporting Person is subject to a limitation on (i) the number of shares of Common Stock issuable upon conversion of the Class C/D Common Stock and exercise of the Warrants and (ii) the ability to vote in excess of 19.9% of the total voting power of the Company. However, as more fully described in Item 4, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Class C/D Common Stock and the exercise of these Warrants in full and do not give effect to this limitation, including with respect to the ability to vote. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to this limitation, is less than the number of securities reported in rows (6), (8) and (9).

 
 

 

 

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

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,004,820 (including 62,083 shares of Common Stock issuable upon conversion of 62,083 shares of Class C Common Stock, 65,350 shares of Common Stock issuable upon conversion of 65,350 shares of Class D Common Stock and 611,002 shares of Common Stock issuable upon the exercise of Warrants)*

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

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

19.9%*

12

TYPE OF REPORTING PERSON

IN

         

 

* As more fully described in Item 4, the Reporting Person is subject to a limitation on (i) the number of shares of Common Stock issuable upon conversion of the Class C/D Common Stock and exercise of the Warrants and (ii) the ability to vote in excess of 19.9% of the total voting power of the Company. However, as more fully described in Item 4, rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the conversion of the shares of Class C/D Common Stock and the exercise of these Warrants in full and do not give effect to this limitation, including with respect to the ability to vote. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to this limitation, is less than the number of securities reported in rows (6), (8) and (9).

 

 
 

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Affinion Group Holdings, Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Company's principal executive offices are located at 6 High Ridge Park, Stamford, CT 06905.

 

Item 2(a). NAME OF PERSON FILING:
   
  This statement is filed by:
   
  (i) Empyrean Investments, LLC ("EI"), a Delaware limited liability company, with respect to the Common Stock (as defined in Item 2(d)) directly held by it;
   
  (ii) Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which is the sole member of EI with respect to the Common Stock directly held by EI;
   
  (iii) 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 EI.
   
 

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. This Schedule 13G/A reflects certain changes to the Reporting Persons as a result of an internal restructuring effective as of January 25, 2017.

 

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:
   
  EI - a Delaware limited liability company
  ECP - a Delaware limited partnership
  Amos Meron - United States

 

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, $0.01 par value (the "Common Stock")

 

Item 2(e). CUSIP NUMBER:
   
  008294209
 
 

 

 

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:____________________

         

 

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 9,157,071 shares of Common Stock issued and outstanding of October 25, 2017, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on October 26, 2017. These percentages also give effect to the shares of Common Stock issuable upon the conversion of the Class C/D Common Stock and the exercise of the Warrants held by the Reporting Persons without the prior approval of the U.K. Financial Conduct Authority pursuant to the terms of the Company’s Fourth Amended and Restated Certificate of Incorporation and the terms of the Warrants. Although such prior approval has not been obtained by the Reporting Persons, Rows (6), (8) and (9) of the cover page for each Reporting Person show the number of shares of Common Stock that would be issuable without giving effect to this limitation on the conversion of the Class C/D Common Stock and exercise of the Warrants or on the ability to vote in excess of 19.9% of the total voting power of the Company.
     
 
 

 

 

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.  
     
  Each of the Reporting Persons hereby makes the following certification:  
   
  By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 
 

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: January 29, 2018

 

  empyrean capital partners, lp
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  Empyrean INVESTMENTS, LLC
  By: Empyrean Capital Partners, LP,
  its Sole Member
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  /s/ Amos Meron
  AMOS MERON

 

 
 

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: January 29, 2018

 

  empyrean capital partners, lp
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  Empyrean INVESTMENTS, LLC
  By: Empyrean Capital Partners, LP,
  its Sole Member
   
  By: /s/ C. Martin Meekins
  Name:  C. Martin Meekins
  Title:  Chief Operating Officer
   
  /s/ Amos Meron
  AMOS MERON