0001193805-16-003792.txt : 20160822 0001193805-16-003792.hdr.sgml : 20160822 20160822172234 ACCESSION NUMBER: 0001193805-16-003792 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160811 FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KATY INDUSTRIES INC CENTRAL INDEX KEY: 0000054681 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 751277589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11840 WESTLINE INDUSTRIAL DRIVE STREET 2: SUITE 200 CITY: ST LOUIS STATE: MO ZIP: 63146 BUSINESS PHONE: 3146564321 MAIL ADDRESS: STREET 1: 11840 WESTLINE INDUSTRIAL DRIVE STREET 2: SUITE 200 CITY: ST LOUIS STATE: MO ZIP: 63146 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levy Richard N CENTRAL INDEX KEY: 0001413810 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845993 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jacob Capital, L.L.C. CENTRAL INDEX KEY: 0001413809 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845994 BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Victory Park Management, LLC CENTRAL INDEX KEY: 0001682694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845995 BUSINESS ADDRESS: STREET 1: C/O VICTORY PARK CAPITAL ADVISORS, LLC STREET 2: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.705.2786 MAIL ADDRESS: STREET 1: C/O VICTORY PARK CAPITAL ADVISORS, LLC STREET 2: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VPC SBIC GP, LLC CENTRAL INDEX KEY: 0001682724 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845996 BUSINESS ADDRESS: STREET 1: C/O VICTORY PARK CAPITAL ADVISORS, LLC STREET 2: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312.705.2786 MAIL ADDRESS: STREET 1: C/O VICTORY PARK CAPITAL ADVISORS, LLC STREET 2: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Victory Park Capital Advisors, LLC CENTRAL INDEX KEY: 0001413834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845998 BUSINESS ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-479-4947 MAIL ADDRESS: STREET 1: 227 WEST MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VPC SBIC I, LP CENTRAL INDEX KEY: 0001556620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05558 FILM NUMBER: 161845997 BUSINESS ADDRESS: STREET 1: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-701-1777 MAIL ADDRESS: STREET 1: 227 W. MONROE STREET, SUITE 3900 CITY: CHICAGO STATE: IL ZIP: 60606 3 1 e615311_3-katy.xml OWNERSHIP DOCUMENT X0206 3 2016-08-11 0 0000054681 KATY INDUSTRIES INC KATY 0001413834 Victory Park Capital Advisors, LLC 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group 0001556620 VPC SBIC I, LP 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group 0001682724 VPC SBIC GP, LLC 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group 0001682694 Victory Park Management, LLC 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group 0001413809 Jacob Capital, L.L.C. 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group 0001413810 Levy Richard N 227 W. MONROE STREET, SUITE 3900 CHICAGO IL 60606 0 0 1 1 Possible member of 10% group Preferred Stock Common Stock 18859183 I By VPC SBIC I, LP Convertible Debt Common Stock 324404886 I See footnotes VPC SBIC I, LP (the "SBIC Fund") is the direct holder of 1,131,551 shares of the Issuer's preferred stock. Each share of preferred stock is convertible at any time into 16-2/3 shares of the Issuer's common stock and is not subject to an expiration date. The number of shares of common stock issuable upon the conversion of the preferred stock is subject to certain adjustments upon the occurrence of stock splits, stock dividends and certain transactions, as set forth in Amended and Restated Certificate of Incorporation of the Issuer. This Form 3 is being filed by Victory Park Capital Advisors, LLC ("VPC Advisors") as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). VPC Advisors is the investment manager of the SBIC Fund. VPC SBIC GP, LLC (the "SBIC GP") is the general partner of the SBIC Fund. Jacob Capital L.L.C. ("Jacob Capital") is the sole member of the SBIC GP and the sole manager of VPC Advisors. Richard Levy ("Levy") is the sole member of Jacob Capital. In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the SBIC Fund or that the SBIC Fund may be deemed to beneficially own are reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. An aggregate of $25,853,238.26 of indebtedness, including $22,621,583.49 of indebtedness held by the SBIC Fund, was outstanding as of August 11, 2016 under term loans (the "Term Loans") made pursuant to the Issuer's second lien credit facility (the "Second Lien Credit Facility"). The Term Loans are convertible into a number of shares of the Issuer's common stock equal to the amount of (x) the principal and accrued but unpaid interest under the term loans being converted, divided by (y) approximately $0.069732561 (as such amount is proportionately adjusted for stock splits, reverse stock splits, stock combinations, stock dividends and other distributions and recapitalizations affecting the capital stock of the Issuer); provided that the Term Loans may not be converted into common stock until the Issuer has reduced the par value of its common stock to an amount less than or equal to the conversion price. Subject to the proviso in the preceding sentence, the Term Loans will be convertible for so long as such indebtedness remains outstanding. The Term Loans bear "PIK" interest at the rate of 12.00% per annum. Victory Park Management, LLC ("VPM"), as administrative agent and collateral agent for the lenders under the Second Lien Credit Facility, has the right, at any time, to convert the outstanding principal amount of, and interest on, the Term Loans into common stock as described in footnote (5). The shares of common stock issuable upon conversion of the Term Loans will be distributed among the lenders under the Second Lien Credit Facility pro rata in accordance with their respective commitments under the Term Loans. The SBIC Fund is a lender under the Second Lien Credit Facility. VPC Advisors is the sole member of VPM. See footnote 2. Please see Joint Filer Information Statement attached as Exhibit 99 hereto. /s/ Scott R. Zemnick, General Counsel 2016-08-22 EX-99 2 e615311_ex99.htm Unassociated Document
 
Joint Filer Information

Names:
VPC SBIC I, LP,  VPC SBIC GP, LLC, Jacob Capital, L.L.C., Victory Park Management, LLC and  Richard Levy
   
Address:
227 West Monroe Street, Suite 3900
Chicago, Illinois 60606
   
Designated Filer:
Victory Park Capital Advisors, LLC
   
Issuer and Ticker Symbol:
Katy Industries, Inc. [KATY]
   
Date of Event Requiring Statement:
August 11, 2016
 
The undersigned, VPC SBIC I, LP,  VPC SBIC GP, LLC, Jacob Capital, L.L.C., Victory Park Management, LLC and  Richard Levy, are jointly filing the attached Initial Statement of Beneficial Ownership on Form 3 with Victory Park Capital Advisors, LLC with respect to the beneficial ownership of securities of Katy Industries, Inc.

Signatures:
 
VPC SBIC I, LP
 
By: VPC SBIC GP, LLC,  its General Partner
By: Jacob Capital L.L.C., its manager
 
 
By: /s/ Richard Levy
Name: Richard Levy
Its: Sole Member
 
VPC SBIC GP, LLC
 
By: Jacob Capital L.L.C., its manager
 
 
By: /s/ Richard Levy
Name: Richard Levy
Its: Sole Member
 
VICTORY PARK MANAGEMENT, LLC
 
 
By: /s/ Scott R. Zemnick
Name: Scott R. Zemnick
Title: Manager
 
JACOB CAPITAL, L.L.C.
 
 
By: /s/ Richard Levy
Name: Richard Levy
Title: Sole Member
 
 
/s/ Richard Levy
Richard Levy