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Filing Details

Accession Number:: 0001104659-12-029940
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-27 16:22:26
Reporting Period:: 2012-04-27

Filing Date:: 2012-04-27
Accepted Time:: 2012-04-27 16:22:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1405287	Stream Global Services Inc.	SGS	Services-Help Supply Services (7363)	260420454

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1259042	Ares Partners Management Co Llc	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1259313	Ares Management Llc	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1371903	Ares Corporate Opportunities Fund Ii, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1371907	Acof Operating Manager Ii, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No
1372044	Acof Management Ii, L.p.	2000 Avenue Of The Stars 12Th Floor Los Angeles CA 90067	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-04-27	521,549	$3.25	71,532,829	No	4	P	Indirect	By SGS Holdings LLC
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-04-27	155,599	$3.25	71,688,428	No	4	P	Indirect	By SGS Holdings LLC
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-04-27	155,599	$3.25	71,844,027	No	4	P	Indirect	By SGS Holdings LLC
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-04-27	1,250,000	$3.25	73,094,027	No	4	P	Indirect	By SGS Holdings LLC
Common Stock, Par Value $0.001 Per Share	Acquisiton	2012-04-27	2,871,412	$3.25	0	No	4	P	Indirect	By SGS Holdings LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By SGS Holdings LLC
No	4	P	Indirect	By SGS Holdings LLC
No	4	P	Indirect	By SGS Holdings LLC
No	4	P	Indirect	By SGS Holdings LLC
No	4	P	Indirect	By SGS Holdings LLC

Footnotes

As a result of the contribution of the shares of common stock, par value $0.001 per share ("Shares"), of Stream Global Services, Inc. ("Stream") held by each of Ares Corporate Opportunities Fund II, L.P. ("ACOF II"), EGS Dutchco B.V. ("EGS"), NewBridge International Investment Ltd. ("NewBridge" and, together with Ares and EGS, the "Parent Members"), G. Drew Conway ("Mr. Conway") and Paul G. Joubert ("Mr. Joubert" and, together with Mr. Conway, the "Rollover Directors") to SGS Holdings LLC ("Parent"), as of April 27, 2012, ACOF II, EGS, NewBridge, Mr. Conway and Mr. Joubert beneficially owned 50.8%, 19.0%, 28.9%, 0.6% and 0.7%, respectively, of the units of membership interest of Parent. Accordingly, each of the Parent Members and the Rollover Directors may be deemed to have indirect beneficial ownership of a portion of the Shares reported on this Form 4. (continued in footnote 2)
The general partner of ACOF II is ACOF Management II, L.P. ("ACOF Management II") and the general partner of ACOF Management II is ACOF Operating Manager II, L.P. ("ACOF Operating Manager II"). ACOF Operating Manager II is indirectly controlled by Ares Management LLC ("Ares Management") which, in turn, is indirectly controlled by Ares Partners Management Company LLC ("Ares Partners," and collectively with ACOF II, ACOF Management II, ACOF Operating Manager II and Ares Management, the "Ares Entities"). Ares Partners is managed by an executive committee comprised of Michael Arougheti, David Kaplan, Gregory Margolies, Antony Ressler and Bennett Rosenthal. Because the executive committee acts by consensus/majority approval, none of the members of the executive committee has sole voting or dispositive power with respect to any Shares. (continued in footnote 3)
Each of the members of the executive committee, the Ares Entities (other than ACOF II with respect to the portion of the Shares owned by Parent that are attributable to ACOF II's pecuniary interest in Parent) and the directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of any Shares, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
On March 5, 2012, Parent entered into a stock purchase agreement with Lloyd Linnell to acquire 521,549 Shares at a price of $3.25 per Share (the "Linnell Purchase"). On April 27, 2012, Parent closed the Linnell Purchase and thereby acquired all such Shares.
On March 5, 2012, Parent entered into a stock purchase agreement with Stephen Moore to acquire 155,599 Shares at a price of $3.25 per Share (the "S. Moore Purchase"). On April 27, 2012, Parent closed the S. Moore Purchase and thereby acquired all such Shares.
On March 5, 2012, Parent entered into a stock purchase agreement with Patricia Moore to acquire 155,599 Shares at a price of $3.25 per Share (the "P. Moore Purchase"). On April 27, 2012, Parent closed the P. Moore Purchase and thereby acquired all such Shares.
On March 5, 2012, Parent entered into a stock purchase agreement (the "Brookside Stock Purchase Agreement") with Brookside Capital Trading Fund, L.P. ("Brookside") to acquire 1,500,000 Shares at a price of $3.25 per Share (the "Brookside Purchase"). On April 27, 2012, Parent and Brookside entered into an amendment (the "Amendment") to the Brookside Stock Purchase Agreement reducing the number of Shares to be sold pursuant to the Brookside Stock Purchase Agreement from 1,500,000 Shares to 1,250,000 Shares to reflect the correct number of Shares owned by Brookside. On April 27, 2012, immediately after entering into the Amendment, Parent closed the Brookside Purchase and thereby acquired all such Shares.
On April 27, 2012, pursuant to the terms of that certain Contribution and Exchange Agreement (the "Parent Contribution Agreement"), dated as of April 27, 2012, by and between Parent and Stream Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("MergerSub"), Parent contributed 73,094,027 Shares to MergerSub in exchange for shares of common stock, par value $0.001 per share of MergerSub.
On April 27, 2012, MergerSub consummated a short-form merger (the "Merger") under Section 253 of the General Corporation Law of the State of Delaware ("DGCL") pursuant to which MergerSub merged with and into Stream, with Stream as the surviving corporation (the "Surviving Corporation"). (continued in footnote 10)
Pursuant to the terms of the Merger, each Share (other than Shares held by Stream as treasury stock, by MergerSub, or by stockholders of Stream who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was cancelled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such Share, together with a letter of transmittal. Each Share held by Stream and MergerSub was canceled at the effective time of the Merger for no consideration. In addition, each share of capital stock of MergerSub issued and outstanding immediately prior to the effective time of the Merger was automatically converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation. As a result of the Merger, Stream is now owned by Parent, the former sole stockholder of MergerSub.