0001144204-17-041239.txt : 20170808
0001144204-17-041239.hdr.sgml : 20170808
20170808163318
ACCESSION NUMBER: 0001144204-17-041239
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170804
FILED AS OF DATE: 20170808
DATE AS OF CHANGE: 20170808
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 171015281
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 171015279
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38140
FILM NUMBER: 171015280
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
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
4
1
v472566_form4.xml
FORM 4
X0306
4
2017-08-04
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
2017-08-04
4
A
0
61260
10
A
82137133
D
Warrants
11.50
2017-08-04
4
A
0
62202
A
2017-08-04
2022-06-29
Ordinary Shares
62202
2032043
D
On August 4, 2017, Canyon Holdings (Cayman), L.P. ("Canyon Holdings") became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the sponsor support agreement, dated as of March 19, 2017 (the "Sponsor Support Agreement"), as consideration for the contribution of all of Canyon Holdings' equity interest in Canyon Holdings S.a r.l. ("Cision") to Cision Ltd. (the "Issuer") in connection with the combination of Cision and Capitol Acquisition Corp. III ("Capitol") pursuant to the Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol, the Issuer, Capital Acquisition Merger Sub, Inc., Canyon Holdings and Cision (the "Merger Agreement").
The Sponsor Support Agreement provided that Canyon Holdings would receive additional ordinary shares of the Issuer ("Ordinary Shares") and warrants to purchase Ordinary Shares for no additional consideration upon the occurrence of certain corporate events, including the Issuer's repayment of all of its outstanding indebtedness under its second lien credit facility. On August 4, 2017, the Issuer repaid all of its outstanding indebtedness under its second lien credit facility. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting persons' right to receive the securities reported herein upon the occurrence of certain corporate events 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 has the right to designate three nominees for election to the board of directors of the Issuer. Messrs. Stephen P. Master, Mark M. Anderson and Philip A. Canfield currently serve on the board of directors of the Issuer as the designees of Canyon Holdings.
CANYON HOLDINGS (CAYMAN), L.P., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-08-08
CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-08-08
GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2017-08-08