0000904454-17-000696.txt : 20171201 0000904454-17-000696.hdr.sgml : 20171201 20171201161931 ACCESSION NUMBER: 0000904454-17-000696 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Milacron Holdings Corp. CENTRAL INDEX KEY: 0001637913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 800798640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89212 FILM NUMBER: 171234412 BUSINESS ADDRESS: STREET 1: 10200 ALLIANCE ROAD STREET 2: SUITE 200 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 513-487-5000 MAIL ADDRESS: STREET 1: 10200 ALLIANCE ROAD STREET 2: SUITE 200 CITY: CINCINNATI STATE: OH ZIP: 45242 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CCMP Capital Investors II, L.P. CENTRAL INDEX KEY: 0001372942 IRS NUMBER: 205150926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G/A 1 s13ga_112117-milacronholds.htm SCHEDULE 13G/A FOR MILACRON HOLDINGS CORP. BY CCMP CAPITAL INVESTORS II, L.P.

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
Amendment No. 2
 
MILACRON HOLDINGS CORP.
(Name of Issuer)
 
 
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
 
 
59870L106
(CUSIP Number)
 
 
NOVEMBER 21, 2017
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)
[   ] Rule 13d-1(c)
[X] Rule 13d-1(d)

_______________________

*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 the disclosures provided in a prior cover page.

The information required in 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 ("Act") 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. 59870L106

1
NAMES OF REPORTING PERSONS
CCMP CAPITAL INVESTORS II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
* See Item 4
 
 
 
 
 
2
 
 
CUSIP No. 59870L106
 

1
NAMES OF REPORTING PERSONS
CCMP CAPITAL INVESTORS (CAYMAN) II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
* See Item 4

 
 

 
3
 
 
CUSIP No. 59870L106
 

1
NAMES OF REPORTING PERSONS
CCMP CAPITAL ASSOCIATES, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%*
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
* See Item 4

 
 
 
 
4
 
 
CUSIP No. 59870L106

 
1
NAMES OF REPORTING PERSONS
CCMP CAPITAL ASSOCIATES GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%*
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
* See Item 4

 
 
 

 
5
 
 
CUSIP No. 59870L106
 

1
NAMES OF REPORTING PERSONS
CCMP CAPITAL, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%*
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
* See Item 4

 
 
 

 
6


CUSIP No. 59870L106

1
NAMES OF REPORTING PERSONS
CCMP CAPITAL GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)  [   ]
(b)  [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
6
SHARED VOTING POWER
 
 
0*
7
SOLE DISPOSITIVE POWER
 
 
0
8
SHARED DISPOSITIVE POWER
 
 
0*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%*
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
* See Item 4
 
 
 
 
 
7
 
 
CUSIP No. 59870L106


Item 1(a).
Name of Issuer
   
 
Milacron Holdings Corp.

Item 1(b).
Address of Issuer's Principal Executive Offices
   
 
10200 Alliance Road, Suite 200
 
Cincinnati, OH 45242

Item 2.
(a) Name of Person
   
 
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
   
 
(i)
CCMP Capital Investors II, L.P. ("CCMP Capital Investors");
 
(ii)
CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds");
 
(iii)
CCMP Capital Associates, L.P. ("CCMP Capital Associates");
 
(iv)
CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP");
 
(v)
CCMP Capital, LP ("CCMP Capital"); and
 
(vi)
CCMP Capital GP, LLC ("CCMP Capital GP")
     
 
(b) Address of Principal Business Office or, if none, Residence
   
 
All Reporting Persons except CCMP Cayman:
   
 
c/o CCMP Capital Advisors, LP
 
277 Park Avenue, 27th Floor
 
New York, NY 10172
   
 
CCMP Cayman
 
c/o Intertrust Corporate Services (Cayman) Limited
 
190 Elgin Avenue
 
George Town, Grand Cayman KY 1-9005
   
 
(c) Citizenship
   
 
All reporting Persons except CCMP Cayman:  Delaware
 
 
CCMP Cayman:  Cayman Islands
   
 
(d) Title of Class of Securities
   
 
Common Stock, par value $0.01 per share
   
 
(e) CUSIP Number
   
 
59870L106
 
 
 
8
 
 
CUSIP No. 59870L106

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
☐
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
☐
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
☐
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
☐
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
☐
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.
Ownership
 
 
(a) Amount beneficially owned:
 
 
As of November 21, 2017, the Reporting Persons may be deemed to beneficially own in the aggregate 0 shares of the Issuer's Common Stock.
 
The general partner of the CCMP Capital Funds is CCMP Capital Associates. The general partner of CCMP Capital Associates is CCMP Capital Associates GP. CCMP Capital Associates GP is wholly-owned by CCMP Capital. The general partner of CCMP Capital is CCMP Capital GP. CCMP Capital GP ultimately exercises voting and dispositive power over the shares held by the CCMP Capital Funds. Voting and disposition decisions at CCMP Capital GP with respect to such shares are made by a committee, the members of which are Greg Brenneman, Timothy Walsh and Christopher Behrens. Each of Messrs. Brenneman, Walsh and Behrens disclaims beneficial ownership of the shares held by the CCMP Capital Funds.
 
 
(b) Percent of Class:
 
 
The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  The percentages represent the percentage of Common Stock beneficially owned by the Reporting Persons.
 
 
 
 
 
 
 
9
 
 
CUSIP No. 59870L106
 
 
Item 4.
Ownership (continued)
 
 
(c) Number of Shares as to which such Person has:
 
 
(i)
Sole power to vote or to direct the vote:  The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.
 
(ii)
Shared power to vote or to direct the vote:  The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.
 
(iii)
Sole power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.
 
(iv)
Shared power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  See also Item 4(a) above.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  [X].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not Applicable
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
 
 
Not Applicable
 
Item 8.
Identification and Classification of Members of the Group
 
 
Not Applicable
 
Item 9.
Notice of Dissolution of Group
 
 
Not Applicable
 
Item 10.
Certifications
 
 
Not Applicable
 
 
 
 
 
 
10
 
 
CUSIP No. 59870L106
 
 
EXHIBIT INDEX

Exhibit No.
  
99.1
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended.  Incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 30, 2017 (Commission File No. 005-89212).
 
   
 
 
 
 
 
 
11

 
CUSIP No. 59870L106
 
 
SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: December 1, 2017
 
 
CCMP CAPITAL INVESTORS II, L.P.
 
 
By:
 
CCMP Capital Associates, L.P., its General Partner
 
 
By:
 
CCMP Capital Associates GP, LLC, its General Partner
 
 
By:
 
/s/ Richard G. Jansen
 
Name:
 
Richard G. Jansen
 
Title:
 
Managing Director and General Counsel
 
 
 
CCMP CAPITAL INVESTORS (CAYMAN) II, L.P.
     
 
By:
 
CCMP Capital Associates, L.P., its General Partner
 
 
By:
 
CCMP Capital Associates GP, LLC, its General Partner
 
 
By:
 
/s/ Richard G. Jansen
 
Name:
 
Richard G. Jansen
 
Title:
 
Managing Director and General Counsel
 
 
 
 
CCMP CAPITAL ASSOCIATES, L.P.
     
 
By:
 
CCMP Capital Associates GP, LLC, its General Partner
     
 
By:
 
/s/ Richard G. Jansen
 
Name:
 
Richard G. Jansen
 
Title:
 
Managing Director and General Counsel
  
  
 
  CCMP CAPITAL ASSOCIATES GP, LLC
       
   By:    /s/ Richard G. Jansen
   Name:    Richard G. Jansen
   Title:    Managing Director and General Counsel
     
 
 
  CCMP CAPITAL, LP
       
   By:   CCMP Capital GP, LLC, its General Partner
       
   By:   /s/ Richard G. Jansen
   Name:    Richard G. Jansen
   Title:    Managing Director and General Counsel
     
 
 
  CCMP CAPITAL GP, LLC
       
   By:   /s/ Richard G. Jansen
   Name:    Richard G. Jansen
   Title:    Managing Director and General Counsel
 
 
 
 
 
12