UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
DFR Holdings, LLC
c/o Renova U.S. Management LLC
900 Third Avenue, 19th Floor
New York, New York 10022
(212) 418-9600
Receive Notices and Communications)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.o
* 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).
CUSIP No. | 125471 102 |
1. | NAME OF REPORTING PERSON: DFR Holdings, LLC | ||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||
(a) þ | |||||
(b) o | |||||
3. | SEC USE ONLY: | ||||
4. | SOURCE OF FUNDS: | ||||
OO | |||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||
o | |||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
7. | SOLE VOTING POWER: | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||||
8. | SHARED VOTING POWER: | ||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||
9. | SOLE DISPOSITIVE POWER: | ||||
0 | |||||
10. | SHARED DISPOSITIVE POWER: | ||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
8,677,686 | |||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||
35.6%* | |||||
14. | TYPE OF REPORTING PERSON | ||||
OO |
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CUSIP No. | 125471 102 |
1. | NAME OF REPORTING PERSON: Bounty Investments, LLC | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Delaware, United States | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
35.6%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
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CUSIP No. | 125471 102 |
1. | NAME OF REPORTING PERSON: Santa Maria Overseas Ltd. | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Commonwealth of the Bahamas | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
35.6%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
Page 4 of 19
CUSIP No. | 125471 102 |
1. | NAME OF REPORTING PERSON: Mayflower Trust | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Cayman Islands | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
35.6%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
Page 5 of 19
CUSIP No. | 125471 102 |
1. | NAME OF REPORTING PERSON: TZ Columbus Services Limited | ||||||||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): | ||||||||||
(a) þ | |||||||||||
(b) o | |||||||||||
3. | SEC USE ONLY: | ||||||||||
4. | SOURCE OF FUNDS: | ||||||||||
OO | |||||||||||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
British Virgin Islands | |||||||||||
7. | SOLE VOTING POWER: | ||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 0 | ||||||||||
8. | SHARED VOTING POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
9. | SOLE DISPOSITIVE POWER: | ||||||||||
0 | |||||||||||
10. | SHARED DISPOSITIVE POWER: | ||||||||||
8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. | |||||||||||
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
8,677,686 | |||||||||||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
o | |||||||||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
35.6%* | |||||||||||
14. | TYPE OF REPORTING PERSON | ||||||||||
OO |
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1 | Based on 20,255,430 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011 and 9,090,909 of which were issued pursuant to the Merger Agreement. | |
2 | Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued on April 13, 2011, pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement. |
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1. | Joint Filing Agreement, dated as of April 15, 2011, by and among the Reporting Persons.* | |
2. | Merger Agreement, dated as of December 21, 2010, by and among CIFC Deerfield Corp., Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent Holdings LLC and Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 2.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on December 22, 2010). | |
3. | Voting Agreement, dated as of December 21, 2010, by and between Bounty Investments, LLC and Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 3 of Schedule 13D/A filed on December 21, 2010). | |
4. | Waiver of Conversion Rate Adjustment, dated as of December 21, 2010, by Bounty Investments, LLC (incorporated by reference to Exhibit 4 of the Schedule 13D/A filed on December 21, 2010). | |
5. | Amended and Restated Stockholders Agreement, dated as of April 13, 2011, by and among CIFC Deerfield Corp., CIFC Parent Holdings LLC and DFR Holdings, LLC (incorporated by reference to Exhibit 10.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on April 13, 2011). | |
6. | Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and among CIFC Deerfield Corp., CIFC Parent Holdings LLC and Bounty Investments, LLC (incorporated by reference to Exhibit 10.2 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on April 13, 2011). | |
7. | Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between CIFC Deerfield Corp. and Bounty Investments, LLC (incorporated by reference to Exhibit 4.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K, filed on March 23, 2010). | |
8. | Management Agreement, dated as of April 13, 2011, by and between CIFC Deerfield Corp. and Bounty Investments, LLC.* | |
9. | Assignment and Contribution Agreement, dated as of April 13, 2011, by and among DFR Holdings, LLC and Bounty Investments, LLC.* |
* | Filed herewith. |
Page 17 of 19
DFR HOLDINGS, LLC | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Managing Member | |||
BOUNTY INVESTMENTS, LLC | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Chief Executive Officer | |||
SANTA MARIA OVERSEAS LTD. | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact | |||
MAYFLOWER TRUST | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact | |||
TZ COLUMBUS SERVICES LIMITED | ||||
By: | /s/ Andrew Intrater | |||
Name: | Andrew Intrater | |||
Title: | Attorney-In-Fact | |||
Page 18 of 19