Filing Details
- Accession Number:
- 0000893750-19-000028
- Form Type:
- 13D Filing
- Publication Date:
- 2019-04-12 17:23:56
- Filed By:
- Intermediate Capital Group, Inc.
- Company:
- Affinion Group Holdings Inc.
- Filing Date:
- 2019-04-12
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Metro SPV | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% | |
| ICG Strategic Secondaries II GP | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% | |
| ICG Strategic Equity Associates II | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% | |
| Intermediate Capital Group, Inc | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% | |
| ICG FMC Limited | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% | |
| Intermediate Capital Group plc | 0 | 144,409 | 0 | 144,409 | Common Stock 19.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| 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) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 008294209
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the Issuer’s Current Report on Form 8-K filed March 4,
2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Common
Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
CUSIP No. 008294209
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the Issuer’s Current Report
on Form 8-K filed March 4, 2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of
Common Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
CUSIP No. 008294209
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the
Issuer’s Current Report on Form 8-K filed March 4, 2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of
Common Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
CUSIP No. 008294209
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the
Issuer’s Current Report on Form 8-K filed March 4, 2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of
Common Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the
Issuer’s Current Report on Form 8-K filed March 4, 2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of
Common Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
CUSIP No. 008294209
| 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 | | | |||
| | | ||||
(1) On April 10, 2019, Metro SPV LLC completed the transactions described in the
Issuer’s Current Report on Form 8-K filed March 4, 2019. In connection with the Restructuring:
| ● | 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. |
(2) 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.
(3) For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of
Common Stock outstanding is based on 725,678 shares of Common Stock outstanding as reported by the Issuer in its press release dated April 10, 2019.
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D
(as amended from time to time, this “Statement”) jointly filed by Metro SPV LLC (the “SPV”), ICG Strategic Secondaries II GP LP (the “Secondaries Fund GP”), ICG Strategic Equity Associates II LLC (“Equity Associates”), Intermediate Capital Group,
Inc. (“ICG, Inc.”), ICG FMC Limited (“ICG FMC”) and Intermediate Capital Group plc (“ICG plc”) (together, the “Reporting Persons”) with the Securities Exchange Commission (the “SEC”) on April 28, 2017, relating to the common stock, $0.01 par
value per share (the “Common Stock”), of Affinion Group Holdings, Inc., a Delaware corporation (“Affinion Holdings” or the “Issuer”). Initially capitalized terms used in this Amendment No. 2 that are not otherwise defined herein shall have the
same meanings attributed to them in the Statement. Except as expressly provided herein, all Items of the Statement remain unchanged.
Item 1. Security and Issuer.
Item 1 is hereby amended and restated as follows:
This statement on Schedule 13D (this “Statement”) relates to shares of common
stock, par value $0.000001 per share (the “New Common Stock”) of Affinion Group Holdings, Inc., a Delaware corporation (“Affinion Holdings” or the “Issuer”).
The Issuer’s executive offices are located at 6 High Ridge Park, Stamford, CT 06905.
Item 2. Identity and Background.
No changes to this Item.
No changes to this Item.
Item 4. Purpose of Transaction.
Item
4 of this Statement is hereby supplemented as follows:
The Restructuring
On April 10, 2019, Metro SPV LLC completed the transactions previously described
in the Issuer’s Current Report on Form 8-K filed March 4, 2019 and in the Reporting Persons’ Amendment No. 2 to this Schedule 13D (the “Restructuring”). In connection with the Restructuring:
| ● | 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. |
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.
Item 5. Interest in Securities of the Issuer.
Paragraph (b)
of Item 5 of this Statement is hereby amended and restated as follows:
| (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. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No changes to this Item.
The information and descriptions set forth in Item 4
are incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits.
No changes to this Item.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date April 10, 2019:
| 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 | |