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