UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission FileNumber 000-55577
AFFINION GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
6 High Ridge Park
Stamford, CT 06905
(203) 956-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule12g-4(a)(1) | ☒ | |
Rule12g-4(a)(2) | ☐ | |
Rule12h-3(b)(1)(i) | ☒ | |
Rule12h-3(b)(1)(ii) | ☐ | |
Rule15d-6 | ☐ | |
Rule15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date: None*
*On April 10, 2019, Affinion Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary, Affinion Group, Inc. (“Affinion Group”), completed the previously announced private exchange offer and consent solicitation (the “Exchange Offer”) of Affinion Group’s Senior Cash 12.5% / PIKStep-Up to 15.5% Notes due 2022 for (1) shares of the Company’s new Class M Common Stock, par value $0.01 per share (the “Class M Common Stock”), which Class M Common Stock was converted immediately following the consummation of the Exchange Offer as a result of a merger (the “Merger”) with AGHI Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company, into shares of common stock, par value $0.000001 per share, of the Company (the “New Common Stock”), as the surviving entity and (2) if applicable, warrants in lieu of shares of Class M Common Stock or New Common Stock. As a result of the Merger, all outstanding shares of the Company’s common stock, par value $0.01 per share (which is the class of securities that had been previously registered pursuant to Section 12(g) under the Securities Exchange Act of 1934), were cancelled.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Affinion Group Holdings, Inc. | ||||||
Date: April 15, 2019 | By: | /s/ Gregory S. Miller | ||||
Name: | Gregory S. Miller | |||||
Title: | Executive Vice President, Chief Financial Officer and Chief Operating Officer |