0001144204-18-049238.txt : 20180912
0001144204-18-049238.hdr.sgml : 20180912
20180912183507
ACCESSION NUMBER: 0001144204-18-049238
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180910
FILED AS OF DATE: 20180912
DATE AS OF CHANGE: 20180912
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: 181067605
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: 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: 181067606
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: 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: 181067607
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
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
tv502750_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-09-10
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
2018-09-10
4
A
0
2000000
10
A
68192212
D
On September 10, 2018, Canyon Holdings (Cayman), L.P. ("Canyon Holdings") became entitled to receive the securities reported herein pursuant to an "earn-out" provision in the Agreement and Plan of Merger, dated as of March 19, 2017 (the "Merger 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.
The Merger Agreement provided that Canyon Holdings would receive additional ordinary shares of the Issuer ("Ordinary Shares") for no additional consideration upon the occurrence of certain stock price milestones, including if the closing price of the Issuer's Ordinary Shares exceeds $16.00 for any period of 20 trading days out of 30 consecutive trading days. The Merger Agreement valued the Ordinary Shares at $10 per share. The reporting persons' right to receive the securities reported herein upon the achievement of the stock price milestone described herein 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. 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 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
2018-09-12
CANYON PARTNERS, LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2018-09-12
GTCR INVESTMENT X AIV LTD., By: /s/ Jeffrey S. Wright Name: Jeffrey S. Wright, Title: Appointed Officer
2018-09-12