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