Affinion Group Holdings, Inc. |
(Name of Issuer)
|
Common Stock, par value $0.000001 per share
|
(Title of Class of Securities)
|
008294209
|
(CUSIP Number)
|
Peter S. Lin
Intermediate Capital Group, Inc.
600 Lexington Avenue, 24th Floor
New York, NY 10022
(212) 710-9650
Copy to:
Kelly J. Labritz
Philipp Tamussino
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018
(212) 841-1000
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
April 10, 2019 |
(Date of Event which Requires Filing of this Statement)
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Metro SPV LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny
Warrants to purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the
Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409
shares of New Common Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for
shares of Old Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant
exercises described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange for $0.01
in cash per share.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
ICG Strategic Secondaries II GP LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants to
purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the
Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common
Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of Old
Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises
described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange for
$0.01 in cash per share.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
ICG Strategic Equity Associates II LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants
to purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of
the Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New
Common Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of
Old Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises
described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange
for $0.01 in cash per share.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Intermediate Capital Group, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO/IA
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants to
purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the
Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common
Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of Old
Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises
described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange for
$0.01 in cash per share.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
ICG FMC Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United Kingdom
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants to
purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the
Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common
Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of Old
Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises
described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange for
$0.01 in cash per share.
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Intermediate Capital Group plc
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United Kingdom
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
144,409 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
Common Stock: 144,409 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
Common Stock: 19.9% (2) (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants
to purchase 1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of
the Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New
Common Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of
Old Common Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises
described above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange
for $0.01 in cash per share.
|
● |
Metro SPV LLC received 144,409 shares of the Issuer’s Class M Common Stock and New Penny Warrants to purchase
1,453,149 shares of New Common Stock in exchange for debt obligations of the Issuer owing to in the aggregate amount of $94,837,764 and as consideration for agreeing to purchase certain new debt obligations of the Issuer;
|
● |
the 144,409 shares of Class M Common Stock were immediately converted into 144,409 shares of New Common
Stock;
|
● |
all existing warrants held by Metro SPV LLC were exercised according to their terms for shares of Old Common
Stock;
|
● |
all shares of Old Common Stock (including shares acquired as a result of the warrant exercises described
above) held by Metro SPV LLC were exchanged for New Investor Warrants to purchase 284,494 shares of New Common Stock; and
|
● |
Metro SPV LLC surrendered all shares of Class C Common Stock and Class D Common Stock in exchange for $0.01
in cash per share.
|
(b) |
Each Reporting Person may be deemed to have shared voting, disposition and investment power with respect to 140,790 shares of Common Stock. The New Penny
Warrants and New Investor warrants cannot be exercised until such time as any required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Because the requisite approval of the
U.K. Financial Conduct Authority has not been received, the Reporting Person hereby disclaims beneficial ownership of the shares of Common Stock issuable upon the exercise of the New Penny Warrants and New Investor Warrants.
|
METRO SPV LLC
|
||
By: ICG STRATEGIC SECONDARIES II GP LP, its Managing Member
|
||
By: ICG STRATEGIC SECONDARIES II GP LP, its Managing Member
|
||
By: ICG STRATEGIC EQUITY ASSOCIATES II LLC, its general partner
|
||
By:
|
/s/ Andrew Hawkins
|
|
Name:
|
Andrew Hawkins
|
|
Title:
|
Authorized Signatory
|
|
ICG STRATEGIC SECONDARIES II GP LP
|
||
By: ICG STRATEGIC EQUITY ASSOCIATES II LLC, its general partner
|
||
By:
|
/s/ Andrew Hawkins
|
|
Name:
|
Andrew Hawkins
|
|
Title:
|
Authorized Signatory
|
|
ICG STRATEGIC EQUITY ASSOCIATES II LLC
|
||
By:
|
/s/ Andrew Hawkins
|
|
Name:
|
Andrew Hawkins
|
|
Title:
|
Authorized Signatory
|
|
INTERMEDIATE CAPITAL GROUP, INC.
|
||
By:
|
/s/ Peter S. Lin
|
|
Name:
|
Peter S. Lin
|
|
Title:
|
Chief Compliance Officer
|
|
ICG FMC LIMITED
|
||
By:
|
/s/ Peter S. Lin
|
|
Name:
|
Peter S. Lin
|
|
Title:
|
Authorized Signatory
|
|
INTERMEDIATE CAPITAL GROUP PLC
|
||
By:
|
/s/ Peter S. Lin
|
|
Name:
|
Peter S. Lin
|
|
Title:
|
Authorized Signatory
|
|