0001140361-17-020069.txt : 20170512
0001140361-17-020069.hdr.sgml : 20170512
20170512155259
ACCESSION NUMBER: 0001140361-17-020069
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170510
FILED AS OF DATE: 20170512
DATE AS OF CHANGE: 20170512
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intermediate Capital Group plc
CENTRAL INDEX KEY: 0001705162
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838385
BUSINESS ADDRESS:
STREET 1: JUXON HOUSE
STREET 2: 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
BUSINESS PHONE: 0044 203 201 7700
MAIL ADDRESS:
STREET 1: JUXON HOUSE
STREET 2: 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG FMC Ltd
CENTRAL INDEX KEY: 0001705292
STATE OF INCORPORATION: X0
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838386
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC
STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
BUSINESS PHONE: 0044 203 201 7700
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP PLC
STREET 2: JUXON HOUSE 100 ST. PAUL'S CHURCHYARD
CITY: LONDON
STATE: X0
ZIP: EC4M 8BU
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Intermediate Capital Group, Inc.
CENTRAL INDEX KEY: 0001705157
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838387
BUSINESS ADDRESS:
STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG Strategic Secondaries II GP LP
CENTRAL INDEX KEY: 0001704900
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838389
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Metro SPV LLC
CENTRAL INDEX KEY: 0001704963
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838390
BUSINESS ADDRESS:
STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE)
STREET 2: INC., 4001 KENNETT PIKE, SUITE 302
CITY: WILMINGTON
STATE: DE
ZIP: 19807
BUSINESS PHONE: 302-338-9127
MAIL ADDRESS:
STREET 1: C/O MAPLES FIDUCIARY SERVICES (DELAWARE)
STREET 2: INC., 4001 KENNETT PIKE, SUITE 302
CITY: WILMINGTON
STATE: DE
ZIP: 19807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICG Strategic Secondaries Associates II LLC
CENTRAL INDEX KEY: 0001704887
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55577
FILM NUMBER: 17838388
BUSINESS ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-710-9650
MAIL ADDRESS:
STREET 1: C/O INTERMEDIATE CAPITAL GROUP, INC.
STREET 2: 600 LEXINGTON AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
doc1.xml
FORM 4
X0306
4
2017-05-10
0
0001404624
Affinion Group Holdings, Inc.
AFGR
0001704963
Metro SPV LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.,
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001704900
ICG Strategic Secondaries II GP LP
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001704887
ICG Strategic Secondaries Associates II LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001705157
Intermediate Capital Group, Inc.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001705292
ICG FMC Ltd
C/O INTERMEDIATE CAPITAL GROUP PLC
JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD
LONDON
X0
EC4M 8BU
UNITED KINGDOM
0
0
1
0
0001705162
Intermediate Capital Group plc
JUXON HOUSE, 100 ST. PAUL'S CHURCHYARD
LONDON
X0
EC4M 8BU
UNITED KINGDOM
0
0
1
0
Warrant (right to buy)
0.01
2017-05-10
4
P
0
849193
A
2017-05-10
2022-11-10
Common Stock
849193
1311459
D
The Reporting Persons are prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, none of the 849,193 shares of Common Stock underlying the New Warrants are currently exercisable.
New Warrants to acquire 849,193 shares of Common Stock were acquired by the Reporting Persons together with $70,133,317 aggregate principal amount of the Issuer's Senior Cash 12.5%/PIK Step-Up to 15.5% Notes due 2022 (the "Notes") pursuant to the Investor Purchase Agreement, dated March 31, 2017 (the "IPA"), by and among, the Issuer, Metro SPV LLC (the "SPV") and the other parties thereto, in respect of the SPV's pro rata portion of the $17,500,000 commitment premium and for consideration of $65,167,169.14. Of the 849,193 New Warrants, 236,350 New Warrants were issued as units under the IPA, where each unit consisted of (1) $1,000 principal amount of Notes and (2) 3.37 New Warrants. 570,708 New Warrants were issued in respect of the SPV's pro rata portion of the $17,500,000 commitment premium under the IPA. 42,135 New Warrants were issued in respect of anti-dilution provisions pursuant to the IPA. No price was ascribed to the New Warrants.
This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that the SPV, ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of a warrants to acquire up to 849,193 shares of Common Stock of the Issuer on May 10, 2017.
Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.
ICG Strategic Secondaries II GP LP, By: ICG Strategic Secondaries Associates II LLC, its general partner, By /s/ Scott Huff, Name: Scott Huff, Title: Manager
2017-05-12
Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Secondaries Associates II LLC, its general partner, By /s/ Scott Huff, Name: Scott Huff, Title: Manager
2017-05-12
Intermediate Capital Group, Inc., By /s/ Christophe Evain, Name: Christophe Evain, Title: Director
2017-05-12
ICG Strategic Secondaries Associates II LLC, By /s/ Scott Huff, Name: Scott Huff, Title: Manager
2017-05-12
Intermediate Capital Group plc, By /s/ Christophe Evain, Name: Christophe Evain, Title: Director
2017-05-12
ICG FMC Limited, By /s/ Christophe Evain, Name: Christophe Evain, Title: Director
2017-05-12