0001144204-17-035670.txt : 20170705
0001144204-17-035670.hdr.sgml : 20170705
20170705162236
ACCESSION NUMBER: 0001144204-17-035670
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170629
FILED AS OF DATE: 20170705
DATE AS OF CHANGE: 20170705
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CISION LTD.
CENTRAL INDEX KEY: 0001701040
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 130 EAST RANDOLPH STREET, 7TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: (866) 639-5087
MAIL ADDRESS:
STREET 1: 130 EAST RANDOLPH STREET, 7TH FLOOR
CITY: CHICAGO
STATE: IL
ZIP: 60601
FORMER COMPANY:
FORMER CONFORMED NAME: Capitol Acquisition Holding Co Ltd.
DATE OF NAME CHANGE: 20170315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GTCR INVESTMENT X AIV LTD.
CENTRAL INDEX KEY: 0001710087
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 17948394
BUSINESS ADDRESS:
STREET 1: 300 NORTH LASALLE STREET, SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: (312) 382-2200
MAIL ADDRESS:
STREET 1: 300 NORTH LASALLE STREET, SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CANYON PARTNERS, LTD.
CENTRAL INDEX KEY: 0001710614
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 17948395
BUSINESS ADDRESS:
STREET 1: 300 NORTH LASALLE STREET
STREET 2: SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: (312) 382-2200
MAIL ADDRESS:
STREET 1: 300 NORTH LASALLE STREET
STREET 2: SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Canyon Holdings (Cayman), L.P.
CENTRAL INDEX KEY: 0001677918
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 17948396
BUSINESS ADDRESS:
STREET 1: 300 NORTH LASALLE STREET
STREET 2: SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
BUSINESS PHONE: 312-382-2200
MAIL ADDRESS:
STREET 1: 300 NORTH LASALLE STREET
STREET 2: SUITE 5600
CITY: CHICAGO
STATE: IL
ZIP: 60654
FORMER NAME:
FORMER CONFORMED NAME: GTCR Canyon Holdings (Cayman), L.P.
DATE OF NAME CHANGE: 20160622
3
1
v470015_3.xml
OWNERSHIP DOCUMENT
X0206
3
2017-06-29
0
0001701040
CISION LTD.
CISN
0001677918
Canyon Holdings (Cayman), L.P.
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO
IL
60654
1
0
1
0
0001710614
CANYON PARTNERS, LTD.
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO
IL
60654
1
0
1
0
0001710087
GTCR INVESTMENT X AIV LTD.
300 NORTH LASALLE STREET
SUITE 5600
CHICAGO
IL
60654
1
0
1
0
Ordinary Shares
82075873
D
Warrants
11.50
2017-07-29
2022-06-29
Ordinary Shares
1969841
D
Right to Receive Ordinary Shares
2022-06-29
Ordinary Shares
2000000
D
Right to Receive Ordinary Shares
2022-06-29
Ordinary Shares
2000000
D
Right to Receive Ordinary Shares
2022-06-29
Ordinary Shares
2000000
D
Canyon Holdings (Cayman), L.P. ("Canyon Holdings") acquired these securities on June 29, 2017 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 19, 2017, by and among Capitol Acquisition Corp. III ("Capitol"), Cision Ltd. (the "Issuer"), Capital Acquisition Merger Sub, Inc., Canyon Holdings and Canyon Holdings S.a r.l. ("Cision") as consideration for the contribution of all of Canyon Holdings' equity interest in Cision to the Issuer. The Merger Agreement and the related sponsor support agreement (the "Sponsor Support Agreement"), dated as of March 19, 2017, by and among the Issuer, Capitol, Canyon Holdings, Cision and the other parties thereto, provide that Canyon Holdings will receive additional ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Canyon Holdings' right to receive additional shares became became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Canyon Holdings is the direct beneficial owner of the securities reported in Table I and Table II. Canyon Partners, Ltd. ("Canyon Partners") is the general partner of Canyon Holdings and GTCR Investment X AIV Ltd. ("GTCR AIV") is the sole shareholder of Canyon Partners. Canyon Holdings and GTCR AIV are each managed by a ten-member board of directors (respectively, the "Canyon Board of Directors" and the "AIV Board of Directors").
Canyon Partners, GTCR AIV and the individual members of each of the Canyon Board of Directors and the AIV Board of Directors disclaim beneficial ownership of the securities reported in Table I and Table II except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Canyon Holdings acquired these securities on June 29, 2017 pursuant to the Merger Agreement as consideration for the contribution of all of Canyon Holdings' equity interest in Cision to the Issuer. The Merger Agreement and the Sponsor Support Agreement provide that Canyon Holdings will receive additional warrants to purchase ordinary shares of the Issuer upon the occurrence of certain Issuer corporate events. Canyon Holdings' right to receive additional warrants became became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Pursuant to the Merger Agreement, if at any time prior to June 29, 2022 (the "Expiration Date"), the closing market price of ordinary shares of the Issuer exceeds $13.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of ordinary shares of the Issuer exceeds $16.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Pursuant to the Merger Agreement, if at any time prior to the Expiration Date, the closing market price of ordinary shares of the Issuer exceeds $19.00 for any period of 20 trading days out of 30 consecutive trading days, Canyon Holdings is irrevocably committed to receive, and the Issuer is obligated to issue to Canyon Holdings, an additional 2,000,000 ordinary shares. The Reporting Persons' right to receive such additional ordinary shares became fixed and irrevocable on June 29, 2017, the effective date of the merger.
Canyon Holdings has the right to designate three nominees for election to the board of directors of Cision Ltd. Messrs. Stephen P. Master, Mark M. Anderson and Philip A. Canfield currently serve on the board of directors of Cision Ltd. as the designees of Canyon Holdings.
CANYON HOLDINGS (CAYMAN), L.P., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-07-05
CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-07-05
GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-07-05