0001567619-19-008767.txt : 20190412
0001567619-19-008767.hdr.sgml : 20190412
20190412203401
ACCESSION NUMBER: 0001567619-19-008767
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190410
FILED AS OF DATE: 20190412
DATE AS OF CHANGE: 20190412
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: 19747392
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 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: 19747393
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: ICG Strategic Equity 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: 19747394
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
FORMER NAME:
FORMER CONFORMED NAME: ICG Strategic Secondaries Associates II LLC
DATE OF NAME CHANGE: 20170426
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: 19747395
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 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: 19747396
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 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: 19747397
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
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
4
1
doc1.xml
FORM 4
X0306
4
2019-04-10
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
1
0
1
1
See Remarks
0001704900
ICG Strategic Secondaries II GP LP
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
0
1
See Remarks
0001704887
ICG Strategic Equity Associates II LLC
C/O INTERMEDIATE CAPITAL GROUP, INC.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
0
1
See Remarks
0001705157
Intermediate Capital Group, Inc.
600 LEXINGTON AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
0
1
See Remarks
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
0
1
See Remarks
0001705162
Intermediate Capital Group plc
JUXON HOUSE, 100 ST. PAUL'S, CHURCHYARD
LONDON
X0
EC4M 8BU
UNITED KINGDOM
0
0
0
1
See Remarks
Class M Common Stock, par value $0.01 per share
2019-04-10
4
J
0
144409
A
144409
D
Class M Common Stock, par value $0.01 per share
2019-04-10
4
J
0
144409
D
0
D
(New) Common Stock, par value $0.000001 per share
2019-04-10
4
J
0
144409
A
144409
D
(Old) Common Stock, par value $0.01 per share
2019-04-10
4
J
0
2487391
D
0
D
Warrant (right to buy)
0.01
2019-04-10
4
X
0
113536
D
2017-05-10
2022-11-10
Common Stock
113536
0
D
Warrant (right to buy)
0.01
2019-04-10
4
X
0
462266
D
2015-11-09
2022-11-09
Common Stock
462266
0
D
Warrant (right to buy)
0.01
2019-04-10
4
X
0
112590
D
2017-07-17
2022-11-10
Common Stock
112590
0
D
Class C Common Stock, $0.01 par value per share
67.14
2019-04-10
4
J
0
522
D
Common Stock
522
0
D
Class D Common Stock, $0.01 par value per share
88.07
2019-04-10
4
J
0
549
D
Common Stock
549
0
D
New Penny Warrants
0.01
2019-04-10
4
J
0
1453149
A
Common Stock
1453149
1453149
D
New Investor Warrants
67.12
2019-04-10
4
J
0
284494
A
2024-04-10
Common Stock
284494
284494
D
On April 10, 2019, Metro SPV LLC completed the transactions described in the Issuer's Current Report on Form 8-K filed March 4, 2019 (the "Restructuring"). In connection with the Restructuring:
? Metro SPV LLC received 144,409 shares of the Issuer's Class M Common Stock, par value $0.01 per share (the "Class M Common Stock") and warrants (the "New Penny Warrants") to purchase 1,453,149 shares of common stock, par value $0.000001 per share (the "New Common Stock") in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the Issuer;
? the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common Stock; and
? all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of common stock, par value $0.01 per share (the "Old Common Stock").
On April 10, 2019, in connection with the Restructuring:
? all shares of Old Common Stock (including shares acquired as a result of the warrant exercises described above) held by Metro SPV LLC were exchanged for warrants to purchase 284,494 shares of New Common Stock (the "New Investor Warrants"); and
? Metro SPV LLC surrendered all shares of Class C Common Stock, $0.01 par value per share (the "Class C Common Stock") and Class D Common Stock, $0.01 par value per share (the "Class D Common Stock") in exchange for $0.01 in cash per share.
The New Penny Warrants have no expiration date. The New Penny Warrants and New Investor Warrants cannot be exercised until such time as any required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained.
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 of Metro SPV LLC (the "SPV"), ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Equity Associates II LLC ("Equity Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons").
The reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Equity Fund GP as the managing member of the SPV, (b) Equity Associates as the general partner of the Equity Fund GP, (c) ICG, Inc. as the sole managing member of Equity Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.
The Class C/D Common Stock has no expiration date.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons are deemed to be directors by deputization due to Christophe Browne's service as a member of the board of directors of the Issuer.
/s/ Metro SPV LLC, By: ICG Strategic Secondaries II GP LP, its managing member, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory
2019-04-12
/s/ ICG Strategic Secondaries II GP LP, By: ICG Strategic Equity Associates II LLC, its general partner, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory
2019-04-12
/s/ ICG Strategic Equity Associates II LLC, By: /s/ Andrew Hawkins, Name: Andrew Hawkins, Title: Authorized Signatory
2019-04-12
/s/ Intermediate Capital Group, Inc., By: /s/ Peter Lin, Name: Peter Lin, Title: Chief Compliance Officer
2019-04-12
/s/ ICG FMC Limited, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory
2019-04-12
/s/ Intermediate Capital Group plc, By: /s/ Peter Lin, Name: Peter Lin, Title: Authorized Signatory
2019-04-12