Filing Details

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1	NAMES OF REPORTING PERSONS
	PEP VIII International Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,187,500 (See Item 5)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,187,500 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,187,500 (See Item 5)
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)
	10.64%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

The ownership percentage set forth herein for PEP Advertising SPV is calculated assuming a total of 147,535,337.00 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 3,125,000 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Advertising SPV.

 

This Amendment No. 2 to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by the Reporting Persons on April 27, 2020, as amended by Amendment No. 1 thereto dated May 8, 2020 (the “Original Schedule 13D,” and together with this Amendment No. 2, this “Schedule 13D”). Except as amended in Amendment No. 1 and this Amendment No. 2, the Original Schedule 13D remains in full force and effect. Terms defined in the Original Schedule 13D are used in this Amendment No. 2 as so defined, unless otherwise defined in this Amendment No. 2.

 

 

Item 2 of the Original Schedule 13D is amended and restated as follows:

 

The names and locations of organization of the persons jointly filing this Schedule 13D (collectively, the “Reporting Persons”) are:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PEP International is the sole general partner of PEP GP VIII, which, in turn, is the sole general partner of each of the Initial PEP Direct Holders other than PEP Scotland, and is the sole member of SPV GP. PEP GP VIII is also the holder of all of the equity interests in PEP Scotland International. PEP Scotland International is the sole general partner of PEP GP Scotland which, in turn, is the sole general partner of PEP Scotland. SPV GP is the sole general partner of each of the PEP SPVs. The principal business of each of the Reporting Persons other than the PEP SPVs is investments. The principal business of each of the PEP SPVs is serving as a special purpose vehicle solely for the purpose of the Margin Loan (as defined in Item 6 of this Amendment No. 2). The principal office of each of the Reporting Persons is located at 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.

 

The name, business address, present principal occupation or employment and citizenship of each of the directors and officers of PEP International and PEP Scotland International (the “Schedule A Persons”) are set forth in Schedule A hereto and are incorporated herein by reference.

 

During the last five years, none of the Reporting Persons has, nor, to their knowledge, have any of the Schedule A Persons, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons was, nor, to their knowledge, were any of the Schedule A Persons, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

The Reporting Persons have entered into a Joint Filing Agreement dated as of September 21, 2020. A copy of the Joint Filing Agreement is filed as Exhibit 10 hereto and is incorporated by reference in its entirety herein.

 

 

Item 3 of the Original Schedule 13D is hereby supplemented as follows:

 

The information set forth in Items 4 and 6 of this Amendment No. 2 is incorporated by reference in its entirety to this Item 3.

 

 

Item 4 of the Original Schedule 13D is hereby supplemented as follows:

 

The information set forth in Items 5 and 6 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 4.

 

 

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

 

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Amendment No. 2 and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.

 

 (a) — (b) The ownership percentages set forth below are calculated, with respect to each Reporting Person, as a percentage of the sum of (A) and (B) where (A) is equal to 144,410,337 shares of Common Stock outstanding as of August 5, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the Securities and Exchange Commission on August 6, 2020, and (B) is equal to the number of shares of Common Stock that are issuable assuming that all of the shares of Series A Preferred Stock directly held or which may be deemed to be beneficially owned by such Reporting Person were converted into shares of Common Stock of the Issuer on September 21, 2020 at a rate of 62.50 shares of Common Stock per share of Series A Preferred Stock, subject to certain adjustments as provided in the Articles Supplementary.

 

Following the Contributions (as defined in Item 6 of this Amendment No. 2):

 

 

•

PEP Scotland SPV directly holds 1,139 shares of Series A Preferred Stock, convertible at any time at its option into 71,187.50 shares of Common Stock or 0.05% of the deemed issued and outstanding shares of Common Stock (calculated assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP Scotland SPV);

 

 

 

The Reporting Persons, in the aggregate, beneficially own 275,000 shares of Series A Preferred Stock, convertible at any time at their option into 17,187,500 shares of Common Stock or 10.64% of the deemed issued and outstanding shares of Common Stock.

 

PEP International is the sole general partner of PEP GP VIII. PEP GP VIII is the sole general partner of each of the Initial PEP Direct Holders other than PEP Scotland, and the sole member of SPV GP. PEP GP VIII is also the holder of all of the equity interests in PEP Scotland International. PEP Scotland International is the sole general partner of PEP GP Scotland. PEP GP Scotland is the sole general partner of PEP Scotland. By virtue of such relationships, (i) PEP Scotland International, PEP GP Scotland and PEP Scotland have shared voting and investment control with respect to the 1,139 shares of Preferred Stock directly held by PEP Scotland SPV and (ii) SPV GP, PEP GP VIII and PEP International have shared voting and investment control with respect to the 275,000 shares of Preferred Stock directly held in the aggregate by the PEP SPVs. For purposes of Rule 13d-3 under the Act, (i) PEP Scotland, PEP Scotland International and PEP GP Scotland may be deemed to beneficially own 0.05% of the deemed issued and outstanding shares of Common Stock (calculated assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP Scotland SPV) and (ii) SPV GP, PEP GP VIII and PEP International may be deemed to beneficially own 17,187,500 shares of Common Stock or 10.64% of the deemed issued and outstanding shares of Common Stock (calculated assuming the conversion of all of the shares of Series A Preferred Stock directly held by the PEP SPVs).

 

PEP International, PEP GP VIII, PEP Scotland International. PEP GP Scotland, SPV GP, PEP VIII-A, PEP Scotland, PEP 5, PEP 6 and PEP Advertising each disclaim beneficial ownership of the securities referred to in this Amendment No. 2, and the filing of this Amendment No. 2 should not be construed as an admission that any of PEP International, PEP GP VIII, PEP Scotland International. PEP GP Scotland, SPV GP, PEP VIII-A, PEP Scotland, PEP 5, PEP 6 and PEP Advertising is, for the purpose of Schedule 13D, the beneficial owner of any securities covered by this statement. Each of the PEP SPVs disclaims beneficial ownership of the securities held directly by the other PEP SPVs.

 

 (c) Except as disclosed herein, none of the Reporting Persons have, nor, to their knowledge, have any of the Schedule A Persons, effected any transactions during the past sixty (60) days in any securities of the Issuer.

 

(d) Not applicable.

 

(e) Not applicable.

 

 

Item 6 of the Original Schedule 13D is hereby supplemented by adding the following:

 

The PEP SPVs entered into a Margin Loan Agreement (the “Margin Loan Agreement”) and a Pledge and Security Agreement (the “Pledge Agreement”), each dated as of September 21, 2020, with certain lenders and JP Morgan Chase Bank, N.A., acting as the administrative agent and calculation agent (acting in such capacities, “JP Morgan”), pursuant to which the PEP SPVs obtained a loan in the aggregate of $80 million (the “Margin Loan”) secured by 275,000 shares of Series A Preferred Stock (the “Pledge”).  The PEP SPVs also entered into an Issuer Agreement, dated as of September 21, 2020, with JP Morgan and the Issuer, to, among other things, facilitate the transactions contemplated by the Margin Loan Documents. Additionally, in connection with the Margin Loan and Pledge, the Initial PEP Direct Holders and PEP VIII GP entered into a Sponsor Representation Letter, dated as of September 21, 2020, acknowledged by JP Morgan (the “Sponsor Letter” and together with the Margin Loan Agreement and the Pledge Agreement, the “Margin Loan Documents”), pursuant to which, among other things, the Initial PEP Direct Holders made certain representations and warranties in respect of the Pledge.

 

The loans under the Margin Loan Agreement mature on or about September 21, 2023, subject to any mutually agreed extension. Upon the occurrence of certain events that are customary for these type of loans, the lenders may exercise their rights to require the PEP SPVs to pre-pay the loan proceeds or post additional collateral, and the lenders may exercise their rights to foreclose on, and dispose of, the Pledge and other or additional collateral, which may require, in some cases, additional capital calls and/or commitments by one or more of the Initial PEP Direct Holders, in each case, in accordance with the Margin Loan Documents.

 

The PEP SPVs were formed as special purpose vehicles solely for purposes of the Margin Loan. Accordingly, in connection with the entry into the Margin Loan Documents, on September 18, 2020, (i) PEP VIII-A contributed 75,484 shares of Series A Preferred Stock to PEP VIII-A SPV, (ii) PEP Scotland contributed 1,139 shares of Series A Preferred Stock to PEP Scotland SPV, (iii) PEP 5 contributed 110,581 shares of Series A Preferred Stock to PEP 5 SPV, (iv) PEP 6 contributed 37,796 shares of Series A Preferred Stock to PEP 6 SPV, and (v) PEP Advertising contributed 50,000 shares of Series A Preferred Stock to PEP Advertising SPV, in each case, for no consideration (collectively, the “Contributions”). As described in the Original Schedule 13D, PEP VIII-A, PEP Scotland, PEP 5, PEP 6 and PEP Advertising initially acquired such shares in the Private Placement on April 20, 2020.

 

In connection with the Contributions, on September 18, 2020, each of the PEP SPVs executed joinders to (i) the Investment Agreement, and (ii) the Registration Rights Agreement, which are attached as Exhibits 8 and 9, respectively, hereto and are incorporated by reference herein.

 

Other than as described elsewhere in this Amendment No. 2, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.

 

 

The following exhibits are incorporated into this Schedule 13D:

 

 

 

 

 

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.

 

Dated: September 21, 2020