0001104659-16-153014.txt : 20161028 0001104659-16-153014.hdr.sgml : 20161028 20161028180912 ACCESSION NUMBER: 0001104659-16-153014 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161028 FILED AS OF DATE: 20161028 DATE AS OF CHANGE: 20161028 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Acushnet Holdings Corp. CENTRAL INDEX KEY: 0001672013 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 455644353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 BRIDGE STREET CITY: FAIRHAVEN STATE: MA ZIP: 02719 BUSINESS PHONE: 800-225-8500 MAIL ADDRESS: STREET 1: 333 BRIDGE STREET CITY: FAIRHAVEN STATE: MA ZIP: 02719 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Woori-Blackstone Korea Opportunity Private Equity Fund 1 CENTRAL INDEX KEY: 0001688560 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37935 FILM NUMBER: 161959694 BUSINESS ADDRESS: STREET 1: 6TH FLOOR, SEOUL FINANCE CENTER STREET 2: 84 TAEPYUNGRO 1 GA CITY: JUNG-GU, SEOUL STATE: M5 ZIP: 04520 BUSINESS PHONE: 822-6730-1200 MAIL ADDRESS: STREET 1: 6TH FLOOR, SEOUL FINANCE CENTER STREET 2: 84 TAEPYUNGRO 1 GA CITY: JUNG-GU, SEOUL STATE: M5 ZIP: 04520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WB Atlas LLC CENTRAL INDEX KEY: 0001688460 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37935 FILM NUMBER: 161959695 BUSINESS ADDRESS: STREET 1: 6TH FLOOR, SEOUL FINANCE CENTER STREET 2: 84 TAEPYUNGRO 1 GA CITY: JUNG-GU, SEOUL STATE: M5 ZIP: 04520 BUSINESS PHONE: 82-2-6730-1200 MAIL ADDRESS: STREET 1: 6TH FLOOR, SEOUL FINANCE CENTER STREET 2: 84 TAEPYUNGRO 1 GA CITY: JUNG-GU, SEOUL STATE: M5 ZIP: 04520 3 1 a3.xml 3 X0206 3 2016-10-28 0 0001672013 Acushnet Holdings Corp. GOLF 0001688460 WB Atlas LLC 6TH FL., SEOUL FINANCE CENTER, 136, SEJONG-DAERO, JUNG-GU SEOUL M5 04520 KOREA, REPUBLIC OF 0 0 0 1 10% Group 0001688560 Woori-Blackstone Korea Opportunity Private Equity Fund 1 6TH FL., SEOUL FINANCE CENTER, 136, SEJONG-DAERO, JUNG-GU SEOUL M5 04520 KOREA, REPUBLIC OF 0 0 0 1 10% Group Common Stock 6 I See Footnotes 7.5% convertible notes due 2021(2) Common Stock 4149711 I See Footnotes Series A 7.5% redeemable convertible preferred stock(2) Common Stock 2074851 I See Footnotes Represents shares of common stock of Acushnet Holdings Corp. ("Acushnet") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Voting and investment decisions over the shares of common stock of Acushnet owned by WB Atlas LLC are made by the investment committees of Woori-Blackstone Korea Opportunity Private Equity Fund 1, which is jointly managed by Woori Private Equity Co., Ltd. and Blackstone Korea Advisors Limited as general partners. Such committees disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. Represents 7.5% convertible notes due 2021 (the "Convertible Notes") and Series A 7.5% redeemable convertible preferred stock (the "Convertible Preferred Stock") owned by WB Atlas LLC, an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Both the Convertible Notes and Convertible Preferred Stock are currently convertible into shares of common stock of Acushnet and will automatically convert into shares of common stock of Acushnet prior to the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016. The Convertible Notes are convertible into a number of shares of common stock of Acushnet calculated by dividing the outstanding unpaid principal amount of the Convertible Notes by $11.11. The Convertible Preferred Stock is convertible on a one share of Convertible Preferred Stock for nine shares of common stock basis. WB Atlas, LLC has entered into a Shareholders' Agreement dated as of October 26, 2016 and effective on the closing of the initial public offering of Acushnet which is expected to occur on November 2, 2016 by and among Odin 3, LLC, Odin 4, LLC, WB Atlas LLC, Neoplux No. 1 Private Equity, Fila Korea Ltd. and Magnus Holdings Co. Ltd. By reason of certain provisions included in the Shareholders' Agreement, Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC, Woori-Blackstone Korea Opportunity Private Equity Fund 1 and Neoplux No. 1 Private Equity may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in the equity securities of Acushnet. The amount of Acushnet's securities held by Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC as reported in this Form 3 does not include the holdings of the other parties to the Group. Woori-Blackstone Korea Opportunity Private Equity Fund 1 and WB Atlas, LLC disclaim any pecuniary interest in the Acushnet securities beneficially owned by the other parties to the Group. WB ATLAS LLC By: /s/ Ok Joung Kim, CEO 2016-10-27 WOORI-BLACKSTONE KOREA OPPORTUNITY PRIVATE EQUITY FUND 1 WOORI PRIVATE EQUITY CO., LTD., its general partner By: /s/ Ok Joung Kim, Representative Director and CEO 2016-10-27 BLACKSTONE KOREA ADVISORS LIMITED, its general partner By: /s/ Jan Nielson, 2016-10-27 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Gary Emmanuel and Heidi Steele, and each of  them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for the undersigned and in name, place and stead of the undersigned, to sign any Schedules 13D or 13G, reports on Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities) relating to holdings of and transactions by any of the undersigned in Common Stock or other securities of Acushnet Holdings Corp. and all amendments thereto, and to file the same, together with this power of attorney, with the Securities and Exchange Commission and the appropriate securities exchange, granting unto said attorneys-in-fact and agents, and each of them, or their substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done, as fully to all intents and purposes as any of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.  This Power of Attorney shall be effective until such time as the undersigned delivers a written revocation thereof to the above-named attorneys-in-fact and agents.

 

Dated:October 27, 2016

 

 

 

WB ATLAS, LLC

 

 

 

 

By:

/s/ Ok Joung Kim

 

Name:

Ok Joung Kim

 

Title:

CEO

 

 

WOORI-BLACKSTONE KOREA OPPORTUNITY
PRIVATE EQUITY FUND 1

 

 

 

 

 

 

WOORI PRIVATE EQUITY CO., LTD., its
general partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ok Joung Kim

 

 

Name:

Ok Joung Kim

 

 

Title:

Representative Director and CEO

 

 

 

 

 

 

BLACKSTONE KOREA ADVISORS
LIMITED, its general partner

 

 

 

 

 

 

By:

/s/ Jan Nielson

 

 

Name:

Jan Nielson

 

 

Title:

Representative Director