| UNITED STATES | |
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D | |
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(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. o
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Corporate Opportunities Fund II, L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
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| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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| 6. | Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 2,937,721 |
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9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 2,937,721 |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,721 |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 18.7%* |
|
| 14. | Type of Reporting Person (See Instructions) PN |
| | | | | |
* The calculation of the percentage of outstanding shares is based on 15,687,848 shares of Common Stock (as defined herein) outstanding as of August 1, 2014 as disclosed by the Issuer (as defined herein) in its Quarterly Report on Form 10-Q for the quarterly period ended June 28, 2014 (the “10-Q”) and adds 16,783 shares of Common Stock issued to ACOF II (as defined herein) on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock to the number of shares of Common Stock outstanding.
2
CUSIP No. |
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| 1. | Names of Reporting Persons. ACOF Operating Manager II, L.P. |
|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
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| 3. | SEC Use Only |
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| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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| 6. | Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 2,937,721 |
|
9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 2,937,721 |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,721 |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13. | Percent of Class Represented by Amount in Row (11) 18.7%* |
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| 14. | Type of Reporting Person (See Instructions) PN |
| | | | | |
* The calculation of the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and adds 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock to the number of shares of Common Stock outstanding.
3
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Management, Inc. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
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| 3. | SEC Use Only |
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| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
|
8. | Shared Voting Power 2,937,721 |
|
9. | Sole Dispositive Power 0 |
|
10. | Shared Dispositive Power 2,937,721 |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 2,937,721 |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 18.7%* |
|
| 14. | Type of Reporting Person (See Instructions) CO |
| | | | | |
* The calculation of the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and adds 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock to the number of shares of Common Stock outstanding.
4
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Corporate Opportunities Fund III, L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
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| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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| 6. | Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 3,280,320 |
|
9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 3,280,320 |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,320 |
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13. | Percent of Class Represented by Amount in Row (11) 20.9%* |
|
| 14. | Type of Reporting Person (See Instructions) PN |
| | | | | |
* The calculation of the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and adds 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock to the number of shares of Common Stock outstanding.
5
CUSIP No. |
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| 1. | Names of Reporting Persons. ACOF Operating Manager III, LLC |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
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| 3. | SEC Use Only |
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| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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| 6. | Citizenship or Place of Organization United States |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 3,280,320 |
|
9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 3,280,320 |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,280,320 |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13. | Percent of Class Represented by Amount in Row (11) 20.9%* |
|
| 14. | Type of Reporting Person (See Instructions) OO |
| | | | | |
* The calculation of the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and adds 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock to the number of shares of Common Stock outstanding.
6
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Management LLC |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 6,244,118* |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) OO |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
7
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Management Holdings L.P. |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
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| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
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8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
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10. | Shared Dispositive Power 6,244,118* |
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) PN |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
8
CUSIP No. |
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| 1. | Names of Reporting Persons. Ares Holdings Inc. |
|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
|
8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
|
10. | Shared Dispositive Power 6,244,118* |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) CO |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
9
CUSIP No. |
|
| 1. | Names of Reporting Persons. Ares Management, L.P. |
|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
|
8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
|
10. | Shared Dispositive Power 6,244,118* |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) PN |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
10
CUSIP No. |
|
| 1. | Names of Reporting Persons. Ares Management GP LLC |
|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
|
8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
|
10. | Shared Dispositive Power 6,244,118* |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) OO |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
11
CUSIP No. |
|
| 1. | Names of Reporting Persons. Ares Partners Holdco LLC |
|
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x |
|
| 3. | SEC Use Only |
|
| 4. | Source of Funds (See Instructions) OO |
|
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
| 6. | Citizenship or Place of Organization United States |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 |
|
8. | Shared Voting Power 6,244,118* |
|
9. | Sole Dispositive Power 0 |
|
10. | Shared Dispositive Power 6,244,118* |
|
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 6,244,118* |
|
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13. | Percent of Class Represented by Amount in Row (11) 39.7%* |
|
| 14. | Type of Reporting Person (See Instructions) OO |
| | | | | |
* The calculation of the number of shares beneficially owned and the percentage of outstanding shares is based on 15,687,848 shares of Common Stock outstanding as of August 1, 2014 as disclosed by the Issuer in the 10-Q and (i) includes 4,625 shares of restricted common stock held by Bennett Rosenthal, 4,625 shares of restricted common stock held by Daniel C. Lukas and 827 shares of restricted common stock held by James B. Hirshorn, each a director of the Issuer, as nominees for the sole benefit of Ares Management LLC (as defined herein), in the calculation of the number of shares beneficially owned, (ii) adds (a) 16,783 shares of Common Stock issued to ACOF II on October 9, 2014 in connection with the exercise of a warrant to purchase Common Stock and (b) 1,720 shares of unvested restricted common stock held by Mr. Rosenthal, 1,720 shares of unvested restricted common stock held by Mr. Lukas and 827 shares of unvested restricted common stock held by Mr. Hirshorn, to the number of shares of Common Stock outstanding and (iii) assumes the exercise of (a) the options to purchase 8,000 shares of Common Stock held by Mr. Rosenthal as nominee for the sole benefit of Ares Management LLC and (b) the options to purchase 8,000 shares of Common Stock held by Mr. Lukas as nominee for the sole benefit of Ares Management LLC. Each of Messrs. Rosenthal, Lukas and Hirshorn is associated with the Ares Entities. Pursuant to the policies of the Ares Entities, each of Messrs. Rosenthal, Lukas and Hirshorn holds any securities issued to him in his capacity as a director of the Issuer as a nominee on behalf, and for the sole benefit, of Ares Management LLC, and has assigned all economic, pecuniary and voting rights in respect of such securities to Ares Management LLC.
12
This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) is being filed to report the addition of Ares Holdings Inc., Ares Management, L.P., Ares Management GP LLC and Ares Partners Holdco LLC as reporting persons and to remove ACOF Management II, L.P., ACOF Management III, L.P., Ares Holdings L.P. (f/k/a Ares Holdings LLC) and Ares Owners Holdings, L.P. (f/k/a Ares Partners Management Company LLC) as reporting persons.
Item 1. Security and Issuer
This Amendment No. 4 amends and supplements the Schedule 13D originally filed on February 10, 2012 (the “Original 13D”), as amended by Amendment No. 1 to the statement on Schedule 13D filed on April 5, 2012 (“Amendment No. 1”), as amended by Amendment No. 2 to the statement on Schedule 13D filed on April 19, 2012 (“Amendment No. 2”), as amended by Amendment No. 3 to the statement on Schedule 13D filed on April 23, 2012 (“Amendment No. 3”, and together with the Original 13D and Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule 13D”), and relates to the common stock, par value $0.01 per share, (the “Common Stock”), of Nortek Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 50 Kennedy Plaza, Providence, Rhode Island 02903-2360.
Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original 13D, Amendment No. 1, Amendment No. 2 or Amendment No. 3. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Original 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3, as the case may be.
Item 2. Identity and Background
Item 2(a) is deleted in its entirety and replaced with the following:
(a) This statement is being filed jointly by (i) Ares Corporate Opportunities Fund, II, L.P. (“ACOF II”), (ii) ACOF Operating Manager II, L.P. (“ACOF Operating II”), (iii) Ares Management, Inc. (“Ares Inc.”), (iv) Ares Corporate Opportunities Fund III, L.P. (“ACOF III”), (v) ACOF Operating Manager III, LLC (“ACOF Operating III”), (vi) Ares Management LLC (“Ares Management LLC”), (vii) Ares Management Holdings L.P.(f/k/a Ares Management Holdings LLC) (“Ares Management Holdings”), (viii) Ares Holdings Inc. (“Ares Holdings”), (ix) Ares Management, L.P. (“Ares Management”), (x) Ares Management GP LLC (“Ares Management GP”) and (xi) Ares Partners Holdco LLC (“Ares Partners” and, together with ACOF II, ACOF Operating II, Ares Inc., ACOF III, ACOF Operating III, Ares Management LLC, Ares Management Holdings, Ares Holdings, Ares Management and Ares Management GP, the “Ares Entities” or the “Reporting Persons”).
Item 2(c) is deleted in its entirety and replaced with the following:
(b) The principal business of ACOF II and ACOF III (collectively, the “Holders”) is investing in securities. Ares Management LLC, ACOF Operating III and ACOF Operating II are principally engaged in the business of investment management. The manager of ACOF II is ACOF Operating II and the general partner of ACOF Operating II is Ares Inc. Ares Inc. is owned by Ares Management LLC. The manager of ACOF III is ACOF Operating III and the sole member of ACOF Operating III is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdings, whose sole stockholder is Ares Management. The general partner of Ares Management is Ares Management GP and the sole member of Ares Management GP is Ares Partners. Ares Partners is managed by a board of managers, which is comprised of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. Decisions by Ares Partners’ board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities (other than the Holders, with respect to the securities held directly by such fund) and the members of the Ares Partners’ board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended to add the following:
The response to Item 5(c) is incorporated herein by reference.
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Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following:
(a) Aggregate Number and Percentage of Securities. See Items 11 and 13 of the cover pages to this Amendment No. 4, and Item 2 of the Original 13D, for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Ares Entities.
(b) Power to Vote and Dispose. See Items 7 through 10 of the cover pages to this Amendment No. 4, and Item 2 of the Original 13D, for the aggregate number of shares of Common Stock deemed to be beneficially owned by each of the Ares Entities as to which there is sole power to vote or to direct the vote, shared power to vote or direct the vote, sole power to dispose or to direct the disposition, or shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Transactions within the past 60 days. On October 9, 2014, ACOF II exercised its warrant to purchase 55,562 shares of Common Stock for $52.80 per share. Pursuant to the terms of the warrant, ACOF II paid the exercise price on a cashless basis, resulting in the issuer withholding 38,779 of the warrant shares and issuing to ACOF II the remaining 16,783 shares of Common Stock.
(d) Certain Rights of Other Persons. Not applicable.
(e) Date Ceased to be a 5% Owner. Not applicable.
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SIGNATURE
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.
Dated: October 14, 2014 | |
| |
| ARES CORPORATE OPPORTUNITIES FUND II, L.P., |
| |
| By: | ACOF OPERATING MANAGER II, L.P., |
| | Its Manager |
| | |
| | /s/ Michael Weiner |
| | By: | Michael Weiner |
| | Its: | Authorized Signatory |
| | | |
| ACOF OPERATING MANAGER II, L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT, INC. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES CORPORATE OPPORTUNITIES FUND III, L.P. |
| | |
| By: | ACOF OPERATING MANAGER III, LLC |
| | Its Manager |
| | |
| | /s/ Michael Weiner |
| | By: | Michael Weiner |
| | Its: | Authorized Signatory |
| | |
| ACOF OPERATING MANAGER III, LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT HOLDINGS L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
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| ARES HOLDINGS INC. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT, L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory for Ares Management GP LLC, general partner for Ares Management, L.P. |
| | |
| ARES MANAGEMENT GP LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES PARTNERS HOLDCO LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| ATTENTION | |
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Ares Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Nortek Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of October 14, 2014.
| ARES CORPORATE OPPORTUNITIES FUND II, L.P., |
| |
| By: | ACOF OPERATING MANAGER II, L.P., |
| | Its Manager |
| | |
| | /s/ Michael Weiner |
| | By: | Michael Weiner |
| | Its: | Authorized Signatory |
| | | |
| ACOF OPERATING MANAGER II, L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT, INC. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES CORPORATE OPPORTUNITIES FUND III, L.P. |
| | |
| By: | ACOF OPERATING MANAGER III, LLC |
| | Its Manager |
| | |
| | /s/ Michael Weiner |
| | By: | Michael Weiner |
| | Its: | Authorized Signatory |
| | |
| ACOF OPERATING MANAGER III, LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT HOLDINGS L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
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| ARES HOLDINGS INC. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES MANAGEMENT, L.P. |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory for Ares Management GP LLC, general partner for Ares Management, L.P. |
| | |
| ARES MANAGEMENT GP LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
| | |
| ARES PARTNERS HOLDCO LLC |
| |
| /s/ Michael Weiner |
| By: | Michael Weiner |
| Its: | Authorized Signatory |
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