0000899243-18-031944.txt : 20181228 0000899243-18-031944.hdr.sgml : 20181228 20181228165739 ACCESSION NUMBER: 0000899243-18-031944 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181218 FILED AS OF DATE: 20181228 DATE AS OF CHANGE: 20181228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Centerbridge Capital Partners III, L.P. CENTRAL INDEX KEY: 0001616348 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36623 FILM NUMBER: 181257923 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 212-672-4601 MAIL ADDRESS: STREET 1: 375 PARK AVENUE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Civitas Solutions, Inc. CENTRAL INDEX KEY: 0001608638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 651309110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-790-4800 MAIL ADDRESS: STREET 1: 313 CONGRESS STREET STREET 2: 6TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: CIVITAS SOLUTIONS, INC. DATE OF NAME CHANGE: 20140523 FORMER COMPANY: FORMER CONFORMED NAME: NMH HOLDINGS, INC. DATE OF NAME CHANGE: 20140520 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-12-18 0 0001608638 Civitas Solutions, Inc. CIVI 0001616348 Centerbridge Capital Partners III, L.P. 375 PARK AVENUE, 11TH FLOOR NEW YORK NY 10152 0 0 1 0 Common Stock 0 I Please see all footnotes Centerbridge Capital Partners III, L.P., a Delaware limited partnership ("CCP III") is filing this Form 3 solely due to the entry into the Voting Agreement (the "Voting Agreement"), dated December 18, 2018, by and among Celtic Intermediate Corp., a Delaware corporation ("Celtic Intermediate"), Celtic Tier II Corp., a Delaware corporation ("Celtic Tier II"), and certain of the Issuer's stockholders (the "Support Stockholders"). Collectively, the Support Stockholders had beneficial ownership, as of December 17, 2018, of an aggregate of 19,605,379 shares of the Issuer's common stock, or approximately 54.0% of the outstanding shares of the Issuer's common stock, based on 36,280,500 shares of the Issuer's common stock outstanding as of December 17, 2018 (as represented in the Merger Agreement (as defined herein)). (Continued from Footnote 1) The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated December 18, 2018, between the Issuer, Celtic Intermediate and Celtic Tier II. As a result of certain provisions contained in the Voting Agreement, Celtic Intermediate and Celtic Tier II may be deemed to have beneficial ownership of an aggregate of 19,605,379 shares of the Issuer's common stock (the "Subject Shares") calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on representations set forth in the Voting Agreement. CCP III may be deemed to have shared voting power with respect to (and therefore beneficially own) the Subject Shares by virtue of its ownership of Celtic Intermediate and Celtic Tier II. Other persons may be deemed to beneficially own the Subject Shares, including: Centerbridge Associates III, L.P., a Delaware limited partnership ("Centerbridge III GP"), which serves as the general partner of CCP III; CCP III Cayman GP Ltd., a Cayman Islands exempted company, which serves as the general partner of Centerbridge III GP; Mark T. Gallogly, who indirectly, through various intermediate entities, controls CCP III and other persons that may be deemed to beneficially own the Subject Shares, or other affiliated persons named herein with respect to the Subject Shares; (Continued from Footnote 3) and Jeffrey H. Aronson, who also indirectly, through various intermediate entities, controls CCP III and other persons that may be deemed to beneficially own the Subject Shares, or other affiliated persons named herein with respect to the Subject Shares. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by the Reporting Person or other affiliated persons named herein that it is the beneficial owner of the Subject Shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. Further, neither of the Reporting Person nor any other affiliated person named herein has any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Subject Shares, and the filing of this Form 3 shall not be construed as an admission that the Reporting Person or other affiliated person named herein is the beneficial owner of any securities reported in this Form 3, which beneficial ownership is hereby expressly disclaimed. By: CENTERBRIDGE CAPITAL PARTNERS III, L.P. By: Centerbridge Associates III, L.P., its general partner By: CCP III Cayman GP Ltd., its general partner By: /s/ Susanne V. Clark, Authorized Signatory 2018-12-28