CUSIP
No. 971378104
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 8)
WillScot Mobile
Mini Holdings Corp.
(Name of Issuer)
Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
971378104
(CUSIP Number)
William
R. Burke
Kirkland & Ellis International LLP
30 St Mary Axe
London EC3A 8AF
United Kingdom
+44 20 7469
2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 25, 2021
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the 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).
1
|
Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Sapphire Holding S.à r.l.
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
(a)
|
¨
|
|
(b)
|
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds
WC
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
Luxembourg
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
Not applicable
|
8
|
Shared Voting Power
23,798,390 shares of Common Stock (1)
|
9
|
Sole Dispositive Power
Not applicable
|
10
|
Shared Dispositive Power
23,798,390 shares of Common Stock (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,798,390 shares of Common Stock (1)
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
10.32% (2)
|
14
|
Type of Reporting Person
CO
|
Notes:
(1)
23,740,008 of the 23,798,390 shares of the common stock, par value $0.0001 per share (the “Common Stock”), of WillScot
Mobile Mini Holdings Corp. (the “Issuer”) reported on this Schedule 13D/A were acquired, and are held, by Sapphire
Holding S.à r.l. (“Sapphire Holding”) following the consummation of that certain business combination and other
transactions on November 29, 2017 (the “Business Combination”) as further described in Item 4 of the Original Filing
(as defined below) and Item 5 hereof. 8,532 of the 23,798,390 shares of the Common Stock reported on this Schedule 13D/A represent those
shares of restricted stock granted to Stephen Robertson and Gary Lindsay on June 11, 2021 pursuant to the WillScot Corporation 2020 Incentive
Award Plan and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay. These shares comprise part
of the Issuer’s annual compensation program for non-executive directors and, subject to the terms and conditions of such plan and
award agreement, the restrictions on these shares lapse in full one year from the grant date. 17,022 of the 23,798,390 shares of the Common
Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen Robertson and Gary Lindsay on May
11, 2020 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between the Issuer and each
of Mr. Robertson and Mr. Lindsay. The restrictions on these shares lapsed in full one year from the grant date. 13,614 of the 23,798,390
shares of the Common Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen Robertson and
Gary Lindsay on June 19, 2019 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award Agreement between
the Issuer and each of Mr. Robertson and Mr. Lindsay. The restrictions on these shares lapsed in full one year from the grant date. 7,380
of the 23,798,390 shares of the Common Stock reported on this Schedule 13D/A represent those shares of restricted stock granted to Stephen
Robertson and Gary Lindsay on March 20, 2018 pursuant to the WillScot Corporation 2017 Incentive Award Plan and Restricted Stock Award
Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay. The restrictions on these shares lapsed in full one year from
the grant date. 11,834 of the 23,798,390 shares of the Common Stock reported on this Schedule 13D/A represent those shares of restricted
stock granted to Stephen Robertson and Gary Lindsay on August 28, 2018 pursuant to the WillScot Corporation 2017 Incentive Award Plan
and Restricted Stock Award Agreement between the Issuer and each of Mr. Robertson and Mr. Lindsay. The restrictions on these shares lapsed
in full one year from the grant date. Immediately following each grant of the restricted stock, Mr. Robertson and Mr. Lindsay transferred
the restricted stock to Sapphire Holding.
(2) According
to the Prospectus Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021,
there were 230,621,514 shares of Common Stock outstanding as of June 21, 2021.
1
|
Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
TDR Capital II Holdings L.P.
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
(a)
|
¨
|
|
(b)
|
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
United Kingdom
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
Not applicable
|
8
|
Shared Voting Power
23,798,390 shares of Common Stock (1)
|
9
|
Sole Dispositive Power
Not applicable
|
10
|
Shared Dispositive Power
23,798,390 shares of Common Stock (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,798,390 shares of Common Stock (1)
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
10.32% (2)
|
14
|
Type of Reporting Person
PN
|
Notes:
(1)
As sole shareholder of Sapphire Holding, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock
of the Issuer held by Sapphire Holding.
(2)
According to the Prospectus Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June
25, 2021, there were 230,621,514 shares of Common Stock outstanding as of June 21, 2021.
SCHEDULE 13D/A
|
1
|
Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
TDR Capital LLP
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
(a)
|
¨
|
|
(b)
|
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
United Kingdom
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
Not applicable
|
8
|
Shared Voting Power
23,798,390 shares of Common Stock (1)
|
9
|
Sole Dispositive Power
Not applicable
|
10
|
Shared Dispositive Power
23,798,390 shares of Common Stock (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,798,390 shares of Common Stock (1)
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
10.32% (2)
|
14
|
Type of Reporting Person
PN
|
Notes:
(1) As
manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Common Stock held by Sapphire
Holding.
(2) According
to the Prospectus Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021,
there were 230,621,514 shares of Common Stock outstanding as of June 21, 2021.
SCHEDULE 13D/A
|
1
|
Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Stephen Robertson
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
(a)
|
¨
|
|
(b)
|
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
United Kingdom
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
Not applicable
|
8
|
Shared Voting Power
23,798,390 shares of Common Stock (1)
|
9
|
Sole Dispositive Power
Not applicable
|
10
|
Shared Dispositive Power
23,798,390 shares of Common Stock (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,798,390 shares of Common Stock (1)
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
10.32% (2)
|
14
|
Type of Reporting Person
IN
|
Notes:
(1) As
a founding partner of TDR Capital LLP, Stephen Robertson may be deemed the beneficial owner of such shares of Common Stock held by Sapphire
Holding.
(2) According
to the Prospectus Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021,
there were 230,621,514 shares of Common Stock outstanding as of June 21, 2021.
SCHEDULE 13D/A
|
1
|
Name of Reporting Person
I.R.S. Identification No. of Above Persons (Entities Only)
Manjit Dale
|
2
|
Check the Appropriate Box if a Member of a Group
|
|
(a)
|
¨
|
|
(b)
|
¨
|
3
|
SEC Use Only
|
4
|
Source of Funds
AF
|
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6
|
Citizenship or Place of Organization
United Kingdom
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
Not applicable
|
8
|
Shared Voting Power
23,798,390 shares of Common Stock (1)
|
9
|
Sole Dispositive Power
Not applicable
|
10
|
Shared Dispositive Power
23,798,390 shares of Common Stock (1)
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,798,390 shares of Common Stock (1)
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row (11)
10.32% (2)
|
14
|
Type of Reporting Person
IN
|
Notes:
(1) As
a founding partner of TDR Capital LLP, Manjit Dale may be deemed the beneficial owner of such shares of Common Stock held by Sapphire
Holding.
(2) According
to the Prospectus Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021,
there were 230,621,514 shares of Common Stock outstanding as of June 21, 2021.
This filing
amends the Schedule 13D filed on December 11, 2017 (the “First Filing,” as amended by that certain Amendment Number
1 thereto filed on January 23, 2018 and as further amended by Amendment Number 2 thereto filed on August 23, 2018, Amendment Number 3
thereto filed on August 30, 2018, Amendment Number 4 thereto filed on March 4, 2020, Amendment Number 5 thereto filed on July 2, 2020,
Amendment Number 6 thereto filed on August 26, 2020 and Amendment Number 7 thereto filed on March 9, 2021, collectively, the “Original
Filing”) regarding the Common Stock. This Amendment Number 8 is being filed to reflect the sale of shares of Common Stock by
Sapphire Holding, as more fully described below. Except as amended herein, the Original Filing is unchanged. References should be made
to the Original Filing for additional information.
Item 1. Security and Issuer.
No material changes.
Item 2. Identity and Background.
No material changes.
Item 3. Source and Amount of Funds or Other Consideration.
No material changes.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented to add the following paragraphs:
The information set forth in Item 6 of this Schedule 13D/A is incorporated
by reference in its entirety into this Item 4.
On
June 15, 2021, the Issuer and Sapphire Holding entered into a privately negotiated stock repurchase agreement pursuant to which the Issuer
agreed to repurchase directly from Sapphire Holding 3,900,000 shares of Common Stock held by Sapphire Holding as part of the Issuer’s
existing stock repurchase program (the “Stock Repurchase”). Delivery of the shares took place on June 25, 2021.
On June
22, 2021, the Issuer, Sapphire Holding and Morgan Stanley & Co. LLC (the “Underwriter”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) pursuant to which Sapphire Holding agreed to sell to the Underwriter, and
the Underwriter agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth in the Prospectus
Supplement (to the Prospectus dated March 1, 2021) filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021, 14,000,000 shares
of Common Stock held by Sapphire Holding (the “Offering”). Delivery of the 14,000,000 shares of Common Stock sold pursuant
to the Underwriting Agreement took place on June 25, 2021.
On June 29,
2021, the Underwriter exercised its option to purchase an additional 2,100,000 shares of Common Stock held by Sapphire Holding pursuant
to the Underwriting Agreement. Delivery of the 2,100,000 additional shares of Common Stock sold pursuant to the Underwriting Agreement
took place on July 2, 2021.
Item 5. Interest in Securities of the Issuer.
Item 5 “Interest in Securities of the Issuer” of this Schedule
13D/A is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Items
2 and 4 of the Original Filing, Item 6 hereof and on the cover pages of this Schedule 13D/A is incorporated by reference in its entirety
into this Item 5.
(a), (b) and (c)
On November 29, 2017, in connection with the closing of the Business
Combination, the Issuer and Sapphire Holding entered into the Subscription Agreement pursuant to which Sapphire Holding purchased 43,568,901
shares of Common Stock, as further described in Item 3 above.
In connection
with the Issuer’s consummation of the Business Combination on November 29, 2017, the Sellers received, as partial consideration
for the sale of Williams Scotsman International, Inc. to the Issuer, its shares of William Scotsman Holdings Corp.’s common
stock, par value $0.0001 per share (the “WSHC Shares”). Concurrently with the closing of the Business Combination, the Sellers,
the Issuer and the Holdco Acquiror entered into the Exchange Agreement (defined in the Original Filing) that provides the Sellers or certain
permitted transferees, including Sapphire Holding, the right, but not the obligation, at any time within five years of November 29, 2017
to exchange all, but not less than all of the WSHC Shares for newly-issued shares of Common Stock. The number of shares of Common Stock
to be received upon such exchange of the WSHC Shares will be determined based on an exchange ratio to be agreed to, taking into account
the average trading price of Common Stock over a 20 day trading period on Nasdaq, or another applicable national securities exchange,
and the aggregate ownership percentage of the party seeking to make the exchange of the issued and outstanding Holdco Acquiror Common
Stock at the time of the exchange, as adjusted to take into account any election by such party to exercise certain pre-emptive rights
or the dilutive effect of certain other issuances of Holdco Acquiror Common Stock which do not trigger such pre-emptive rights.
As a result of the transfer of the WSHC Shares from Algeco Global to
Sapphire Holding on December 6, 2017, Sapphire Holding has the right, but not the obligation, pursuant to the Exchange Agreement, to exchange
the WSHC Shares for shares of Common Stock, in accordance with the terms of the Exchange Agreement.
Pursuant to the Voting Agreement and agreement with the Issuer, Sapphire
Holding agreed to exchange all of its WSHC Shares prior to the closing of the Merger for shares of Common Stock at an exchange ratio of
1.3261 shares of Common Stock for each WSHC Share.
In connection
with the Merger, on June 30, 2020, Sapphire Holding exchanged 8,024,419 WSHC Shares it held into 10,641,182 shares of Common Stock at
an exchange ratio of 1:1.3261 and delivered to the Issuer 8,024,419 shares of its Class B common stock for cancellation without
consideration in accordance with the Voting Agreement and the Exchange Agreement (the “Exchange”). As agreed between
Sapphire Holding, Williams Scotsman Holdings Corp. and the Issuer, the Exchange is intended to qualify as a tax-free reorganization under
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Sapphire Holding
holds approximately 10.32% of the Common Stock. According to the Prospectus Supplement (to the Prospectus dated March 1, 2021)
filed by the Issuer pursuant to Rule 424(b)(7) on June 25, 2021, there were 230,621,514 shares of Common Stock outstanding as of June
21, 2021.
TDR Capital
II, as the sole shareholder of Sapphire Holding, has the power to vote and dispose of securities held by Sapphire Holding and may therefore
be deemed to beneficially own 23,798,390 shares of Common Stock held by Sapphire Holding, representing approximately 10.32% of
the total outstanding Common Stock.
TDR Capital,
as the manager of TDR Capital II, has the power to vote and dispose of securities held by TDR Capital II. TDR Capital may be deemed to
control TDR Capital II and have shared voting and dispositive power over the shares of Common Stock that TDR Capital II may be deemed
to beneficially own, namely the 23,798,390 shares of Common Stock, representing approximately 10.32% of the total number of outstanding
shares of Common Stock.
Messrs.
Stephen Robertson and Manjit Dale, as the founding partners of TDR Capital, effectively have the power (acting jointly and not in concert)
to vote and dispose of securities held by TDR Capital, and may therefore have shared voting and dispositive power over the shares of Common
Stock that TDR Capital may be deemed to beneficially own by virtue of its role as manager of TDR Capital II, namely 23,798,390 shares
of Common Stock, representing approximately 10.32% of the total number of outstanding shares of Common Stock.
Except as otherwise disclosed in this Schedule 13D/A, none of the Reporting
Persons, or to the knowledge of the Reporting Persons, none of the persons listed on Schedule A of the Original Filing, has equity
or other ownership interests in the Issuer. None of the Reporting Persons, or to the knowledge of the Reporting Persons, none of the persons
listed on Schedule A of the Original Filing, has engaged in any transaction during the past 60 days in any shares of Common Stock,
except as otherwise described in this Schedule 13D/A.
(d)
To the knowledge of the Reporting Persons, no person, other than the
stockholders as set forth on Schedule B of the Original Filing, has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities of the Issuer deemed to be beneficially owned by the Reporting Persons.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 “Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer” of this Schedule 13D/A is hereby amended and restated as follows:
The information set forth or incorporated by reference in Item 4 of
the Original Filing, Items 4 and 5 of this Schedule 13D/A and Exhibits 1, 2, 3 and 4 of the First Filing, is incorporated by reference
in its entirety into this Item 6.
Subscription Agreement
In connection with the Subscription Agreement as further described
in the Original Filing, each of the Issuer and Sapphire Holding made customary representations.
The shares of the Issuer’s Common Stock issued pursuant to the
Subscription Agreement are “restricted securities” under applicable federal securities laws. The shares issued pursuant to
the Subscription Agreement are subject to the Registration Rights Agreement (as defined below) which provides for certain demand, shelf
and piggyback registration rights.
The foregoing description of the Subscription Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of the Subscription Agreement, which is attached to the Original
Filing as Exhibit 1 and is incorporated herein by reference.
Registration Rights Agreement
On November 29, 2017, in connection with the closing of the Business
Combination, the Issuer, Sapphire Holding, A/S Holdings, and certain other parties named therein, entered into an amended and restated
registration rights agreement (the “Registration Rights Agreement”), that amends and restates that certain registration
rights agreement, dated September 10, 2015 by and among Double Eagle and certain of its initial investors and provides such initial investors,
Sapphire Holding and A/S Holdings with certain demand, shelf and piggyback registration rights covering all shares of Common Stock owned
by each holder, until such shares cease to be Registrable Securities (as defined in the Registration Rights Agreement). The Registration
Rights Agreement provides each of Sapphire Holding, A/S Holdings and certain of the initial investors (the “Initiating Holders”),
the right to request an unlimited number of demands, at any time following the Closing Date (as defined therein) and customary shelf registration
rights, subject to certain conditions. In addition, the Registration Rights Agreement grants each of Sapphire Holding, A/S Holdings and
the Initiating Holders, piggyback registration rights with respect to registration statements filed subsequent to the Closing Date. The
Issuer is responsible for all Registration Expenses (as defined in the Registration Rights Agreement) in connection with any demand, shelf
or piggyback registration by any of Sapphire Holding, A/S Holdings or the Initiating Holders. The registration rights under the Registration
Rights Agreement are subject to customary lock-up provisions.
The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, which is
attached to the First Filing as Exhibit 2 and is incorporated herein by reference.
New Shareholders Agreement
The New Shareholders Agreement, effective as of July 1, 2020, among
the Issuer and the TDR Parties provides for (a) Sapphire Holding’s right to nominate (i) two directors to the Issuer’s Board
of Directors for so long as the TDR Parties beneficially own at least 15% of the outstanding Common Stock and (ii) one director to the
Issuer’s Board of Directors for so long as the TDR Parties beneficially own at least 5%, but less than 15%, of the outstanding Common
Stock, (b) certain standstill obligations of Sapphire Holding and its affiliates for so long as TDR Holdings beneficially owns at least
5% of the outstanding Common Stock, (c) certain transfer restrictions on the TDR Parties, including a lock-up period of six months after
the closing of the Merger (the “Lock-up Period”) and restrictions on the volume of shares that can be transferred after
the lock-up period expires, as further described below and (d) certain confidentiality obligations of the TDR Parties. Following the Lock-up
Period, Sapphire Holdings will be (i) prohibited from transferring (x) more than 50% of the Common Stock for a period of one year following
the Lock-up Period, (y) the Common Stock to any person or group who beneficially owns more than, or as a result of such transfer, would
beneficially own more than, 5% of the Common Stock, (z) until such time that Sapphire Holdings beneficially owns less than 5% of the Common
Stock, more than 2.5% of the Common Stock in any 90-day period in an open market sale or block trade, subject to certain exceptions, and
(ii) required to transfer its common stock in accordance with the terms of the Issuer’s securities trading policy, as may be in
effect.
The foregoing description of the New Shareholders Agreement does not
purport to be complete and is qualified in its entirety by the terms and conditions of the New Shareholders Agreement, which is attached
to Amendment Number 5 as Exhibit 1 and is incorporated herein by reference.
Loan Agreement and Stock Pledge
On August 22, 2018, Sapphire Holding entered into a margin loan agreement
with Barclays Bank PLC, as Administrative Agent and Calculation Agent, and the lenders party thereto from time to time (the “Original
Loan Agreement”) providing for borrowings of up to $125.0 million. On August 27, 2018, in connection with funding under the
Original Loan Agreement, Sapphire Holding executed a Pledge and Security Agreement (the “Original Security Agreement”)
pursuant to which it initially pledged 49,034,526 shares of Common Stock to secure repayment of amounts outstanding under the Original
Loan Agreement. Pursuant to the Original Security Agreement, Sapphire Holding also entered into a Collateral Account Control Agreement
with each lender under the Original Loan Agreement.
On August
21, 2020, Sapphire Holding entered into an amended and restated margin loan agreement (the “Margin Loan Agreement”)
with Barclays Bank PLC and Citibank, N.A., which amends and restates the Original Loan Agreement to, among other things, extend the maturity
date from August 27, 2020 under the Original Loan Agreement to August 29, 2022 under the Margin Loan Agreement. Sapphire entered into
control agreements for each lender pursuant to the Original Security Agreement and entered into amended and restated control agreements
in connection with the Margin Loan Agreement. On June 29, 2021, proceeds from the Share Repurchase and the Offering were used to
pay off all outstanding amounts pursuant to the Margin Loan Agreement.
Except as set forth in this Schedule 13D/A, to the knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 and Schedule
A of the Original Filing and between such persons and any other person with respect to any securities of the Issuer, including, but
not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or
calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this Schedule 13D/A is true, complete and correct.
Dated: July 14, 2021
|
|
|
|
SAPPHIRE HOLDING S.À R.L.
|
|
|
|
|
By:
|
|
|
|
/s/ Evelina Ezerinskaite
|
|
|
Evelina Ezerinskaite as Attorney-in-Fact
|
|
|
|
TDR CAPITAL II HOLDINGS L.P.
|
|
|
|
|
By:
|
|
|
|
/s/ Blair Thompson
|
|
|
Blair Thompson, for and on behalf of TDR Capital LLP, as manager of TDR Capital II Holdings L.P.
|
|
|
|
TDR CAPITAL LLP
|
|
|
|
|
By:
|
|
|
|
/s/ Blair Thompson
|
|
|
Blair Thompson, Partner
|
|
|
|
STEPHEN ROBERTSON
|
|
|
|
|
By:
|
|
|
|
/s/ Stephen Robertson
|
|
|
|
MANJIT DALE
|
|
|
|
|
By:
|
|
|
|
/s/ Manjit Dale
|
|