Filing Details

(Amendment No. 3)*

 

(Continued on following pages)

(Page 1 of 17 Pages)

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Goldman, Sachs & Co. LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC; AF (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
	New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			17,301,898.684134 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			17,301,898.684134 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,301,898.684134 (See Items 3, 4 and 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)
	19.05% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	BD-IA

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Principal Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			17,293,175.87 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			17,293,175.87 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,293,175.87 (See Items 3, 4 and 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)
	19.04% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

*	Reflects 17,293,175.87 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
**	The calculation is based on the 90,821,280.87 Class A Shares of the Issuer outstanding which includes (i) 73,528,105 Class A Shares outstanding as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 17,293,175.87 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2017, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			17,293,175.87 (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			17,293,175.87 (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,293,175.87 (See Items 3, 4 and 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)
	19.04% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2017 Offshore, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC (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
			17,293,175.87  (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			17,293,175.87  (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,293,175.87  (See Items 3, 4 and 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)
	19.04% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

*	Reflects 17,293,175.87 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are convertible as described herein.
**	The calculation is based on the 90,821,280.87 Class A Shares of the Issuer outstanding which includes (i) 73,528,105 Class A Shares outstanding as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 17,293,175.87 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bridge Street Opportunity Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF (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
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			17,293,175.87  (See Items 3, 4 and 5)*
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			17,293,175.87  (See Items 3, 4 and 5)*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,293,175.87  (See Items 3, 4 and 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)
	19.04% (See Item 5)**
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

This Amendment No. 3 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on March 15, 2017, as amended and supplemented by Amendment No. 1 filed by the Reporting Persons on March 24, 2017 and Amendment No. 2 filed by the Reporting Persons on March 14, 2019 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.

This Amendment No. 3 is being filed to make updates and amendments to the Original Schedule 13D as follows:

Item 2. Identity and Background.

This Amendment amends Item 2 of the Original Schedule 13D by replacing in their entirety Schedules I, II-A, II-B and III, incorporated therein by reference, with Schedules I, II-A, II-B and III hereto, respectively, which Schedules I, II-A, II-B and III are incorporated herein by reference.

Item 4. Purpose of Transaction.

This Amendment amends Item 4 of the Original Schedule 13D by adding the paragraphs set forth below as the third to last and second to last paragraphs of Item 4 of the Original Schedule 13D:

“On December 21, 2020, in connection with the proposed Transaction Agreement to be entered into by and among the Issuer, Stagwell Media LP, and certain other parties named therein, and the transactions contemplated thereby (the “Contemplated Stagwell Transaction”), BSPI entered into a letter agreement (the “Letter Agreement”) with the Issuer.  Pursuant to the Letter Agreement, BSPI agreed to conditionally provide certain consents and waive certain rights with respect to the Contemplated Stagwell Transaction.  As consideration for such consents and waivers, the Issuer and BPSI agreed to enter into definitive agreements amending the terms of the Preference Shares held by BPSI to reflect the terms set forth on Exhibit A to the Letter Agreement.  Pursuant to Exhibit A to the Letter Agreement, the definitive documentation entered into by the Issuer and BPSI will amend the terms of the Preference Shares held by BPSI to provide, among other things, that (i) BPSI may have the Issuer redeem Preference Shares held by BPSI with a value of up to $30,000,000 for an aggregate price of $25,000,000 in consideration of a subordinated note or loan payable with a three year maturity and 8% interest per annum, accrued and compounded, (ii) the Conversion Price of the Preference Shares held by BPSI not subject to the redemption contemplated by clause (i) will be reduced from $7.42 to $5.00, (iii) the liquidation preference of the Preference Shares held by BPSI will continue to accrete at 8.0% until March 7, 2022, then from and after March 8, 2022 the liquidation preference will accrete at 6.00%, and then from and after March 15, 2024, the liquidation preference will accrete at 0%, (iv) the Purchase Agreement and the Articles of Amendment would be amended to preserve the rights of BPSI following the redemption contemplated by clause (i) and the consummation of the Contemplated Stagwell Transaction, and (iv) the new Certificate of Incorporation of the Issuer under the laws of the State of Delaware contemplated by the Contemplated Stagwell Transaction will preserve certain rights held by BPSI pursuant to the Articles of Amendment and the Canada Business Corporations Act.  The transaction contemplated by the Letter Agreement would be subject to conditions and approvals to be set forth in definitive documentation, including the requirement that the Contemplated Stagwell Transaction be consummated. If definitive documentation reflecting the terms set forth on Exhibit A to the Letter Agreement is not entered into within 60 days of the date of the Letter Agreement, then BPSI may revoke its conditional consents and waivers upon written notice to the Issuer.  The terms of the Preference Shares as set forth in the Articles of Amendment and the Purchase Agreement would not be amended other than expressly contemplated by the Letter Agreement.

References to and descriptions of the Letter Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreement, which is attached as Exhibit 1 hereto and incorporated herein by this reference.”

Item 5. Interest in Securities of the Issuer.

This Amendment amends and restates the second paragraph of Item 5 through the fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“(a)-(b) The following disclosure assumes there are 90,821,280.87 Class A Shares of the Issuer outstanding which includes (i) 73,528,105 Class A Shares outstanding as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 17,293,175.87 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.

As of December 21, 2020, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 17,293,175.87 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein and (ii) 8,722.81418 Class A Shares acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 19.05% of the total number of Class A Shares.

Pursuant to Rule 13d-3 under the Act, as of December 21, 2020, GS Group and Goldman Sachs may be deemed to share beneficial ownership of 17,293,175.87 Class A Shares, consisting of (i) 14,380,640.9866 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI as reported herein) and (ii) 2,912,534.8834 Class A Shares (deliverable to the Employee Funds upon conversion of the Preference Shares directly held by the Employee Funds as reported herein), collectively representing approximately 19.04% of the outstanding Class A Shares.

Pursuant to Rule 13d-3 under the Act, as of December 21, 2020, the Reporting Persons may be deemed to share beneficial ownership, of 17,293,175.87 Class A Shares (deliverable to BSPI and the Employee Funds upon conversion of the Preference Shares directly held by BSPI and the Employee Funds), which constitutes approximately 19.04% of the outstanding Class A Shares.”

This Amendment amends and restates the thirteenth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:

“No transactions in the Class A Shares were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, during the sixty day period from October 22, 2020 through December 21, 2020.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The disclosure set forth under Item 4 of this Amendment is incorporated herein by reference.

The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.

 

The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.

 

The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman, Sachs & Co. LLC, which exercises the authority of Goldman, Sachs & Co. in managing BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street are set forth below.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104.  The business address of each of Michael Bruun, Matthias Hieber, James Reynolds and Michele Titi-Cappelli is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Xiang Fan is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Matthias Hieber is a citizen of Austria; Nicole Agnew and Chris Kojima are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy; Xiang Fan is a citizen of the People’s Republic of China and Michael Bruun is a citizen of Denmark.