0001104659-14-009125.txt : 20140212 0001104659-14-009125.hdr.sgml : 20140212 20140212170226 ACCESSION NUMBER: 0001104659-14-009125 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: AIF VII EURO HOLDINGS, L.P. GROUP MEMBERS: AIF VII MANAGEMENT, LLC GROUP MEMBERS: APOLLO ADVISORS VII (EH), L.P. GROUP MEMBERS: APOLLO ADVISORS VII (EH-GP), LTD. GROUP MEMBERS: APOLLO MANAGEMENT GP, LLC GROUP MEMBERS: APOLLO MANAGEMENT HOLDINGS, L.P. GROUP MEMBERS: APOLLO MANAGEMENT VII, L.P. GROUP MEMBERS: APOLLO MANAGEMENT, L.P. GROUP MEMBERS: APOLLO OMEGA (LUX) S.A.R.L. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III GP, LTD. GROUP MEMBERS: APOLLO PRINCIPAL HOLDINGS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellium N.V. CENTRAL INDEX KEY: 0001563411 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87483 FILM NUMBER: 14601205 BUSINESS ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW BUSINESS PHONE: 31-20-654-97-80 MAIL ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW FORMER COMPANY: FORMER CONFORMED NAME: Constellium Holdco B.V. DATE OF NAME CHANGE: 20121130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 IRS NUMBER: 208351017 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 a14-5447_7sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Constellium N.V.

(Name of Issuer)

 

Class A Ordinary Shares, nominal value €0.02

(Title of Class of Securities)

 

NN22035 104

(CUSIP Number)

 

John F. Hartigan, Esq.

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, 22nd Floor

Los Angeles, CA 90071

(213) 612-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 10, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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 disclosures provided in a prior cover page.

The information required on 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 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).

 



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Omega (Lux) S.à.r.l.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Luxembourg

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

2



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Euro Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

3



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

4



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Advisors VII (EH-GP), Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
OO

 

5



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

6



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Principal Holdings III GP, Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
OO

 

7



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management VII, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

8



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
AIF VII Management, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
OO

 

9



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

10



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
OO

 

11



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
PN

 

12



 

CUSIP No.   NN22035 104

13D

 

 

 

1

Name of Reporting Person
I.R.S. Identification of Above Person
Apollo Management Holdings GP, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power

 

8

Shared Voting Power
12,561,475 shares of Class A ordinary shares

 

9

Sole Dispositive Power

 

10

Shared Dispositive Power
12,561,475 shares of Class A ordinary shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,561,475 shares of Class A ordinary shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*   o

 

 

13

Percent of Class Represented by Amount in Row (11)
12.1%

 

 

14

Type of Reporting Person
OO

 

13



 

This Amendment No. 1 to Schedule 13D is filed by:  (i) Apollo Omega (Lux) S.à.r.l., a private limited liability company incorporated under the laws of Luxembourg (“Apollo Omega”), (ii) AIF VII Euro Holdings, L.P., an exempted limited partnership registered in the Cayman Islands (“Euro Holdings”), (iii) Apollo Advisors VII (EH), L.P. (“Advisors VII (EH)”), an exempted limited partnership registered in the Cayman Islands, (iv) Apollo Advisors VII (EH-GP), Ltd. (“Advisors VII (EH-GP)”), an exempted company incorporated in the Cayman Islands with limited liability, (v) Apollo Principal Holdings III, L.P. (“Principal III”), an exempted limited partnership registered in the Cayman Islands, (vi) Apollo Principal Holdings III GP, Ltd. (“Principal III GP”), an exempted company incorporated in the Cayman Islands with limited liability, (vii) Apollo Management VII, L.P. (“Management VII”), a Delaware limited partnership, (viii) AIF VII Management, LLC (“AIF VII LLC”), a Delaware limited liability company, (ix) Apollo Management, L.P. (“Apollo Management”), a Delaware limited partnership, (x) Apollo Management GP, LLC (“Management GP”), a Delaware limited liability company, (xi) Apollo Management Holdings, L.P. (“Management Holdings”), a Delaware limited partnership, and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”), a Delaware limited liability company, and supplements and amends the Statement on Schedule 13D filed on June 10, 2013, with respect to the Class A ordinary shares, nominal value €0.02 (the “Ordinary Shares”), of Constellium N.V. (the “Issuer”).

 

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on June 10, 2013, as amended.

 

Responses to each item of this Amendment No. 1 to Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.

 

Item 1.         Security and Issuer

 

Item 2.         Identity and Background

 

Item 2 is hereby amended and supplemented as follows:

 

On October 28, 2013, in connection with the dissolution of the limited partnership for which AMI served as the general partner, AMI (Luxembourg) S.à.r.l., a private limited liability company incorporated under the laws of Luxembourg (“AMI”), transferred all of the Ordinary Shares that it held of record to a third party.  As a result of the transfer by AMI, AMI no longer holds any Ordinary Shares of the Issuer, and none of AMI, AMI (Holdings) LLC, Apollo International Management, L.P. or Apollo International Management GP, LLC are included as reporting persons in this Amendment No. 1 to Schedule 13D, nor will they be included as reporting persons in any future amendments.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 4.         Purpose of Transaction

 

Item 5.         Interest in Securities of the Issuer

 

Item 5 is hereby amended and supplemented as follows:

 

Following the transfer by AMI on October 28, 2013 of the 249,043 shares of Ordinary Shares of the Issuer then held by AMI, Apollo Omega continued to hold 37,561,475 shares of the Issuer’s Ordinary Shares, which represented approximately 36.1% of the Issuer’s outstanding Ordinary Shares as of such date.

 

14



 

Following the sale on December 16, 2013 by Rio Tinto of all but 10 Ordinary Shares of the Issuer, Rio Tinto no longer has the right to designate a member of the Issuer’s board of directors, but remains bound by the terms of the Shareholders Agreement that require the Sponsoring Shareholders to vote in favor of each other’s board of directors nominees.  Accordingly, under the terms of the Shareholders Agreement, the Reporting Persons may continue to be deemed to comprise a group with Rio Tinto and Bpifrance Participations (f/k/a Fonds Stratégique d’Investissement, “Bpifrance”) within the meaning of the Securities Exchange Act of 1934, as amended, that may be deemed to share voting power with respect to the aggregate 25,408,454 Ordinary Shares held by the Sponsoring Shareholders, which represents approximately 24.4% of the Issuer’s outstanding Ordinary Shares.  See the amendments to Statements on Schedule 13D filed with the Securities and Exchange Commission by Rio Tinto on December 17, 2013 and by Bpifrance on July 25, 2013, respectively.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares held by Rio Tinto or Bpifrance, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

On February 10, 2014, Apollo Omega sold 25,000,000 Ordinary Shares pursuant to an underwritten offering (the “Offering”), as discussed in the Issuer’s registration statement on Form F-1 (File No. 333-193583), filed with the Securities and Exchange Commission on January 27, 2014, as amended, the Rule 424(b)(4) Prospectus Supplement filed by the Issuer with the Securities and Exchange Commission on February 7, 2014, and the underwriting agreement dated as of February 5, 2014 (the “Underwriting Agreement”), among the Issuer, Apollo Omega and Goldman, Sachs & Co.  The closing of the sale occurred on February 10, 2014.  Following the sale of Ordinary Shares pursuant to the Underwriting Agreement, Apollo Omega is the record owner of 12,561,475 Ordinary Shares, which represents approximately 12.1% of the Issuer’s outstanding Ordinary Shares.

 

The Ordinary Shares reported as beneficially owned by each Reporting Person includes only those shares over which such person may be deemed to have voting or dispositive power.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

(a)  See also the information contained on the cover pages of this Amendment No. 1 to Statement on Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 104,076,718 outstanding Ordinary Shares of the Issuer as of January 27, 2014, as reported in the Issuer’s Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on February 7, 2014.

 

(b)                                 See the information contained on the cover pages of this Amendment No. 1 to Statement on Schedule 13D, which is incorporated herein by reference.

 

(c)                                  There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Amendment No. 1 to Schedule 13D.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

15



 

Item 6.         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and supplemented as follows:

 

Amended and Restated Shareholders Agreement

 

Following the sale of Ordinary Shares on February 10, 2014, under the terms of the Shareholders Agreement, Apollo Omega will have the right to nominate two directors to the board of directors of the Issuer.

 

Underwriting Agreement

 

On February 5, 2014, the Issuer and Apollo Omega entered into the Underwriting Agreement with Goldman, Sachs & Co. (the “Underwriter”), with respect to the sale of 25,000,000 Ordinary Shares held by Apollo Omega.  Closing of the sale occurred on February 10, 2014.

 

Lock-Up Agreement

 

Pursuant to the Underwriting Agreement, Apollo Omega entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriter, pursuant to which Apollo Omega agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, any of the Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive any Ordinary Shares, for a 30 day period ending on the date that is 30 days after February 5, 2014 (such period, the “Lock-Up Period”), except with the prior written consent of the Underwriter.  Apollo Omega also agreed that during the period from the date of the Lock-Up Agreement to and including the 34th day after the expiration of the Lock-Up Period, Apollo Omega would not engage in any such transaction or take any other action that would be subject to the terms of the Lock-Up Agreement without having received written confirmation from the Issuer that the Lock-Up Period has expired.

 

The summaries of the Underwriting Agreement as described in this Item 6 and in Item 5 above, and of the Lock-Up Agreement as described in this Item 6, do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached to this Amendment No. 1 to Statement on Schedule 13D as Exhibit 1 and Exhibit 2, respectively, and are incorporated herein by this reference.

 

Item 7.         Material to be Filed as Exhibits

 

Exhibit 1:                                           Form of Underwriting Agreement, by and among the Issuer, Apollo Omega and Goldman, Sachs & Co. (incorporated herein by reference to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on January 27, 2014 (File No. 333-193583)).

 

Exhibit 2                                               Form of Lock-Up Agreement, by and among Goldman, Sachs & Co. and Apollo Omega (incorporated herein by reference to Annex A to Exhibit 1.1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on January 27, 2014 (File No. 333-193583)).

 

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SIGNATURES

 

After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.

 

Dated:  February 12, 2014

 

 

APOLLO OMEGA (LUX) S.À.R.L

 

 

 

By:

AIF VII Euro Holdings, L.P.

 

 

its sole shareholder

 

 

 

 

 

By:

Apollo Advisors VII (EH), L.P.

 

 

 

its general partner

 

 

 

 

 

 

 

By:

Apollo Advisors VII (EH-GP), Ltd.

 

 

 

 

its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

 

Laurie D. Medley

 

 

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

 

 

AIF VII EURO HOLDINGS, L.P.

 

 

 

By:

Apollo Advisors VII (EH), L.P.

 

 

its general partner

 

 

 

 

 

 

By:

Apollo Advisors VII (EH-GP), Ltd.

 

 

 

its general partner

 

 

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

 

Laurie D. Medley

 

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO ADVISORS VII (EH), L.P.

 

 

 

By:

Apollo Advisors VII (EH-GP), Ltd.

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

17



 

 

APOLLO ADVISORS VII (EH-GP), LTD.

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III, L.P.

 

 

 

By:

Apollo Principal Holdings III GP, Ltd.

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO PRINCIPAL HOLDINGS III GP, LTD.

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT VII, L.P.

 

 

 

By:

AIF VII Management, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

AIF VII MANAGEMENT, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT, L.P.

 

 

 

By:

Apollo Management GP, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

18



 

 

APOLLO MANAGEMENT GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS, L.P.

 

 

 

By:

Apollo Management Holdings GP, LLC

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Laurie D. Medley

 

 

 

Laurie D. Medley

 

 

 

Vice President

 

 

 

 

 

 

 

 

 

APOLLO MANAGEMENT HOLDINGS GP, LLC

 

 

 

By:

/s/ Laurie D. Medley

 

 

Laurie D. Medley

 

 

Vice President

 

19