SEC Form 4 · accession 0001140361-17-020069
Affinion Group Holdings, Inc. · AFGR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ICG Strategic Secondaries II GP LP
10% Owner
Metro SPV LLC
10% Owner
Intermediate Capital Group, Inc.
10% Owner
Intermediate Capital Group plc
10% Owner
ICG FMC Ltd
10% Owner
Period of report
May 10, 2017
Accepted (ET)
May 12, 2017 · 3:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001404624
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F1,F2,F3,F4 | $0.01 | May 10, 2017 | P | 849,193 | A | May 10, 2017 | Nov 10, 2022 | Common Stock | 849,193 | 1,311,459 | D |
Explanation of responses
- F1The Reporting Persons are prevented, pursuant to the Issuer's Fourth Amended and Restated Certificate of Incorporation, from voting shares in excess of 19.9% of the issued outstanding Common Stock until required consent has been obtained from the U.K. Financial Conduct Authority. Such consent has not been obtained. Accordingly, none of the 849,193 shares of Common Stock underlying the New Warrants are currently exercisable.
- F2New Warrants to acquire 849,193 shares of Common Stock were acquired by the Reporting Persons together with $70,133,317 aggregate principal amount of the Issuer's Senior Cash 12.5%/PIK Step-Up to 15.5% Notes due 2022 (the "Notes") pursuant to the Investor Purchase Agreement, dated March 31, 2017 (the "IPA"), by and among, the Issuer, Metro SPV LLC (the "SPV") and the other parties thereto, in respect of the SPV's pro rata portion of the $17,500,000 commitment premium and for consideration of $65,167,169.14. Of the 849,193 New Warrants, 236,350 New Warrants were issued as units under the IPA, where each unit consisted of (1) $1,000 principal amount of Notes and (2) 3.37 New Warrants. 570,708 New Warrants were issued in respect of the SPV's pro rata portion of the $17,500,000 commitment premium under the IPA. 42,135 New Warrants were issued in respect of anti-dilution provisions pursuant to the IPA. No price was ascribed to the New Warrants.
- F3This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership that the SPV, ICG Strategic Secondaries II GP LP (the "Secondaries Fund GP"), ICG Strategic Secondaries Associates II LLC ("Secondaries Associates"), Intermediate Capital Group, Inc. ("ICG, Inc."), ICG FMC Limited ("ICG FMC") and Intermediate Capital Group plc ("ICG plc") (together, the "Reporting Persons") may be deemed to have acquired pursuant to the SPV's purchase of a warrants to acquire up to 849,193 shares of Common Stock of the Issuer on May 10, 2017.
- F4Following the closing, the reported securities may be deemed to be owned directly by the SPV and indirectly by (a) the Secondaries Fund GP as the managing member of the SPV, (b) Secondaries Associates as the general partner of the Secondaries Fund GP, (c) ICG, Inc. as the sole managing member of Secondaries Associates, (d) ICG FMC as ICG, Inc. is its wholly-owned subsidiary and (e) ICG plc as ICG FMC is its wholly-owned subsidiary.