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