This Amendment No. 2 (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 (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. 2 is being filed to make updates and amendments to the Original Schedule 13D as follows:
Item 2.
Identity and Background.
This Amendment amends and restates Item 2 of the Original Schedule 13D in its entirety as follows:
“(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities
Exchange Act of 1934, as amended (the “
Exchange Act
”), by:
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i.
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The Goldman Sachs Group, Inc., a Delaware corporation (“
GS
Group
”);
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ii.
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Goldman Sachs & Co. LLC, a New York limited liability company (“
Goldman Sachs
”);
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iii.
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Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“
BSPI
”);
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iv.
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StoneBridge 2017, L.P., a Delaware limited partnership (“
SB
Employee Fund
”);
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v.
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StoneBridge 2017 Offshore, L.P., a Cayman Islands exempted limited partnership (“
SB Employee Fund Offshore
,” and together with SB Employee Fund, the “
Employee Funds
”);
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vi.
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Bridge Street Opportunity Advisors, L.L.C. (“
Bridge Street
”
and together with the entities listed in (i) through (v), the “
Reporting Persons
”).
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Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street
and the investment manager of the Employee Funds. BSPI directly holds 79,000 Preference Shares (which are convertible into Class A Shares of the Issuer as described herein). GS Group is the direct owner of Bridge Street. Bridge Street is the
general partner of each Employee Fund, which collectively directly hold 16,000 Preference Shares (which are convertible into Class A Shares of the Issuer as described herein).
The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto
as Exhibit 99.1.
(b) The address of the principal business office of each of the Reporting Persons is 200 West Street
New York, NY 10282-2198.
(c) GS Group is a bank holding company that (directly and indirectly through subsidiaries or
affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange and other national exchanges.
BSPI was formed for the purpose of investing in equity, equity-related and similar securities or
instruments, including debt or other securities or instruments with equity-like returns or an equity component.
SB Employee Fund was formed for the purpose of investing in equity, equity-related and similar
securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.
SB Employee Fund Offshore was formed for the purpose of investing in equity, equity-related and
similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.
Bridge Street is principally engaged in the business of being the general partner of the Employee
Funds.
The name, business address, present principal occupation or employment and citizenship of each
director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the Corporate Investment Committee of the
Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for BSPI, SB Employee Fund, SB Employee Fund Offshore and Bridge Street on behalf of Goldman Sachs, are set forth in Schedule II-A hereto and
are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer of BSPI and Bridge Street, are set forth in Schedule II-B hereto and are incorporated herein
by reference.
(d)–(e) During the last five years, none of the Reporting Persons nor, to the knowledge of each of
the Reporting Persons, without independent verification, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B, hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) except as set forth on Schedule III hereto, has been 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.”
Item 3.
Source and Amount of Funds or Other
Consideration
.
This Amendment amends and supplements Item 3 of the Original Schedule 13D by inserting the following
after the last paragraph thereof:
“On March 14, 2019, the Reporting Persons received notice from the Issuer that on March 14, 2019,
the Issuer issued 14,285,714 Class A Shares for $3.50 per share and 50,000 Series 6 Convertible Preference Shares with an initial conversion price of $5.00 per share, initially convertible into 10,000,000 Class A Shares. The foregoing issuance
(the “
Series 6 Issuance
”) triggered the Preference Shares’ anti-dilution protection provisions, which provisions are contained in the articles of
amendment of the Issuer (as amended, the “
Articles of Amendment
”), a copy of which was filed as Exhibit 2 to the Original Schedule 13D and are
incorporated by reference into this Item 3. As a result, the Issuer notified the Reporting Persons that the Conversion Price of the Preference Shares had been automatically adjusted to $7.42.”
Item 4.
Purpose of Transaction
.
This Amendment amends and restates the first paragraph of Item 4 of the Original Schedule 13D in its entirety as set
forth below:
“Pursuant to the terms thereof, holders of the Preference Shares have the right to convert their Preference Shares, in whole at any time and from time to time,
and in part at any time and from time to time after the ninetieth day following the original issuance date of the Preference Shares, into a number of Class A Shares equal to the then-applicable liquidation preference divided by the
then-applicable conversion price at such time (the “
Conversion Price
”), subject to certain ownership limitations described herein. On July 30, 2018, GS Group
received early termination of all waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, with respect to such conversion.”
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 86,672,362.4 Class A Shares of the Issuer
outstanding which includes (i) 71,893,539 Class A Shares outstanding as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares
reported herein.
As of March 14, 2019, GS Group and Goldman Sachs may be deemed to share beneficial ownership of (i) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares
reported herein and (ii) 7,625 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 17.06% of the total number of Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2019, GS Group and Goldman Sachs may be deemed
to share beneficial ownership of 14,778,823.4 Class A Shares, consisting of (i) 12,289,758.4465 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI as reported herein) and (ii) 2,489,065.0018 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 17.05% of the outstanding Class A Shares.
Pursuant to Rule 13d-3 under the Act, as of March 14, 2019, the Reporting Persons may be deemed to
share beneficial ownership, of 14,778,823.4 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 17.05% 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 January 13, 2019 through March 14, 2019.”