Amended Statement of Beneficial Ownership (sc 13d/a)
November 14 2016 - 6:15AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Act of 1934
(Amendment No. 1)*
AMAYA INC.
(Name of Issuer)
Common Shares, no par value
(Title of Class of Securities)
02314M108
(CUSIP Number)
David Baazov
c/o
Ahaka Inc.
2000 Avenue McGill College, Suite 600
Montréal, QC, H3A 3H3
Telephone: (514) -992-9294
(Name, address and telephone number of person authorized to receive notices and communications)
November 14, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required on the remainder of this cover
page shall not be deemed to be filed for 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)
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1
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NAME OF
REPORTING PERSONS
David Baazov
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
24,951,547 (1)
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
24,951,547 (1)
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,951,547 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
17.2% (2)
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14
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TYPE OF REPORTING PERSON (see
instructions)
IN
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(1)
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Includes options to acquire an aggregate of 387,500 common shares.
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(2)
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Based on 144,875,427 common shares issued and outstanding, as reported by Amaya Inc. in its Managements Discussion and Analysis for the three and six months ended June 30, 2016, as furnished to the SEC on August
12, 2016 as Exhibit 99.3 to its Form 6-K.
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ITEM 1.
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Security and Issuer
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This Amendment No. 1 to Schedule 13D (this
Amendment
) amends certain Items of the Schedule 13D (the
Original 13D
) filed with the Securities and Exchange Commission (the
SEC
) on February 1, 2016. Capitalized terms used herein but
not defined herein have the respective meanings ascribed thereto in the Original 13D. Except as set forth below, all Items contained in the Original 13D are unchanged.
This Amendment is filed with respect to the common shares, no par value (
Common Shares
), of Amaya Inc., a corporation
incorporated under the laws of Quebec, Canada (the
Issuer
or
Amaya
). The principal executive offices of the Issuer are located at 7600 TransCanada Highway, Pointe-Claire, Québec H9R 1C8, Canada and the
Corporations telephone number is
+1 (514) 744-3122.
ITEM 2.
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Identity and Background
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(b) The Reporting Persons residence address is c/o Ahaka
Inc., 2000 Avenue McGill College, Suite 600.
(c) The Reporting Persons principal occupation is as a private investor.
ITEM 3.
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Source and Amount of Funds or Other Consideration
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In connection with the Proposal (as
defined in Item 4 to this Amendment), the Reporting Person has entered into binding equity commitment letters (the
Equity Commitment Letters
) with each of Head and Shoulders Global Investment Fund SPC HS Special Event
Segregated Portfolio, Goldenway Capital SPC- Special Event SP, Ferdyne Advisory Inc. and KBC Aldini Capital Limited (collectively, the
Equity Financing Sources
). Pursuant to the Equity Commitment Letters, comprising aggregate
commitments equal to $3.65 billion, each of the Equity Financing Sources has committed to contribute capital to a to-be-formed special-purpose vehicle led by the Reporting Person (
BidCo
) for the purpose of acquiring Amaya.
ITEM 4.
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Purpose of Transaction.
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On November 14, 2016, the Reporting Person delivered to
Amayas Chairman of the Board of Directors a proposal on behalf of BidCo, not subject to any due diligence or financing conditions (the
Proposal
), to acquire 100% of the common shares of Amaya for CAD$24 per share on the
terms and subject to the conditions set forth in the Proposal (the
Proposed Transaction
). Additionally, as set forth in the Proposal, BidCo is prepared to provide a US$200.0 million deposit (the
Deposit
) into
escrow upon execution of a definitive agreement in respect of the Proposed Transaction; and, in the event Amayas US$400.0 million deferred payment (the
Deferred Payment
) obligation to the previous owners of Oldford Group
Limited becomes due (the
Deferred Payment Date
) prior to the closing of the Proposed Transaction, BidCo will cause the Deposit to be released from escrow five days prior to the Deferred Payment Date and converted into a one-year
structurally subordinated debt obligation to fund the Deferred Payment, such amount to be convertible into equity following the closing of the Proposed Transaction.
The foregoing description of the Proposal is only a summary and is qualified in its entirety by reference to the full text of the Proposal,
which is filed as Exhibit 99.1 to this Amendment and incorporated by reference in this Item 4.
ITEM 5.
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Interest in Securities of the Issuer.
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Name and Title of Beneficial Owner
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Number of Outstanding
Common Shares
Beneficially Owned
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Percentage of
Outstanding Common
Shares(1)
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David Baazov
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24,951,547
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(2)
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17.2
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%
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(1)
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Based on 144,875,427 Common Shares issued and outstanding, as reported by Amaya in its Managements Discussion and Analysis for the three and six months ended June 30, 2016, as furnished to the SEC on
August 12, 2016 as Exhibit 99.3 to Amayas Form 6-K.
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(2)
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Includes options to acquire an aggregate of 387,500 Common Shares.
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The Reporting
Persons responses to cover page Items 7 through 10 of this Amendment, including the footnotes thereto, are incorporated by reference in this Item 5.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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The information contained in Item 3 of this Amendment is incorporated by reference in this Item 6.
ITEM 7.
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Material to be Filed as Exhibits
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Exhibit
Number
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Description
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99.1
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Proposal, dated November 14, 2016
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SIGNATURES
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.
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Dated: November 14, 2016
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/s/ David Baazov
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David Baazov
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Proposal, dated November 14, 2016
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