This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed on March 10, 2008, as amended and supplemented by Amendment No. 1 filed on February 14, 2012, Amendment No. 2 filed on December 20, 2012, Amendment No. 3 filed on March 28, 2013 and Amendment No. 4 filed on June 5, 2013 (as so amended, the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”) with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the second and third paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:
“Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG GenPar IV Advisors LLC, a Delaware limited liability company (“TPG Advisors IV”), and (ii) TPG GenPar V Advisors, LLC, a Delaware limited liability company (“TPG Advisors V”). TPG Advisors IV is the general partner of TPG GenPar IV, L.P., a Delaware limited partnership, which is the general partner of each of TPG Bluegrass IV – AIV 1, L.P., a Delaware limited partnership (“TPG IV-AIV 1”), and TPG Bluegrass IV – AIV 2, L.P., a Delaware limited partnership (“TPG IV-AIV 2” and, together with TPG IV-AIV 1, the “TPG IV Funds”). The TPG IV Funds in the aggregate directly hold 32,497,066 shares of Issuer Common Stock (the “TPG IV Shares”) reported herein. TPG Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of each of TPG Bluegrass V – AIV 1, L.P., a Delaware limited partnership (“TPG V-AIV 1”), TPG Bluegrass V – AIV 2, L.P., a Delaware limited partnership (“TPG V-AIV 2”), TPG FOF V-A, L.P., a Delaware limited partnership (“TPG FOF V-A”), and TPG FOF V-B, L.P., a Delaware limited partnership (“TPG FOF V-B” and, together with TPG V-AIV 1, TPG V-AIV 2, and TPG FOF V-A, the “TPG V Funds”). The TPG V Funds in the aggregate directly hold 32,497,064 shares of Issuer Common Stock (the “TPG V Shares” and, together with the TPG IV Shares, the “Shares”). Because of the relationship between Group Advisors and the TPG IV Funds and the TPG V Funds (collectively, the “TPG Funds”), Group Advisors may be deemed to beneficially own the Shares.
Messrs. Bonderman and Coulter are officers and sole stockholders of Group Advisors. Because of the relationship of Messrs. Bonderman and Coulter to Group Advisors, each of Messrs. Bonderman and Coulter may be deemed to beneficially own the Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the Shares except to the extent of their pecuniary interest therein.”
Item 4. Purpose of Transaction.
This Amendment amends and restates the last paragraph of Item 4 of the Original Schedule 13D in its entirety as set forth below:
“On August 7, 2013, the TPG Funds, in their capacity as selling stockholders, entered into an underwriting agreement (the “August 2013 Underwriting Agreement”), the form of which is attached hereto as Exhibit 11, with the Issuer, the other selling stockholders named in Schedule B thereto (such selling stockholders, together with the TPG Funds, the “August 2013 Selling Stockholders”) and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as underwriters (the “August 2013 Underwriters”), pursuant to which the TPG Funds agreed to sell 4,007,963 shares of Issuer Common Stock, certain Coors Family Stockholders agreed to sell 3,492,037 shares of Issuer Common Stock, the CDR Fund agreed to sell 3,750,000 shares of Issuer Common Stock and Old Town agreed to sell 3,750,000 shares of Issuer Common Stock, in each case, for a purchase price of $8.45 per share, and pursuant to the Issuer’s registration statement on Form S-3 (File No. 333-176606) (such registered offering, the “August 2013 Registered Offering”).
The August 2013 Registered Offering closed on August 13, 2013.
August 2013 Lock-Up Agreement
In connection with the August 2013 Registered Offering, the August 2013 Selling Stockholders, including each of the TPG Funds, agreed with the August 2013 Underwriters, pursuant to a lock-up agreement (each, a “August 2013 Lock-Up Agreement”), the form of which is attached hereto as Exhibit 12, that they will not, directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer, or engage in any transaction that transfers, in whole or in part, directly or indirectly, the economic consequences of ownership of, any shares of Issuer Common Stock or any securities convertible into or exchangeable or exercisable for shares of Issuer Common Stock (other than as contemplated by the August 2013 Underwriting Agreement or pursuant to certain other exceptions), without the prior written consent of the August 2013 Underwriters for a period of 45 days after the date of the August 2013 Underwriting Agreement. The Issuer has agreed to substantially similar restrictions for a period of 45 days, subject to certain exceptions.
The foregoing summaries of the Transaction Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Underwriting Agreement, the Lock-Up Agreement, the March 2013 Underwriting Agreement, the March 2013 Lock-Up Agreement, the May 2013 Underwriting Agreement, the May 2013 Lock-Up Agreement, the August 2013 Underwriting Agreement and the August 2013 Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements attached hereto as Exhibits 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12, respectively, which are incorporated herein by reference.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second, third and fourth paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below:
“The following disclosure assumes that there are 348,568,214 shares of Issuer Common Stock outstanding as of July 31, 2013 as reported in the Prospectus Supplement filed by the Issuer with the Commission on August 9, 2013.
(a) and (b) Pursuant to Rule 13d-3 under the Securities Act, through the TPG Funds, the Reporting Persons may be deemed to beneficially own 64,994,130 shares of Issuer Common Stock, which constitute approximately 18.6% of the outstanding Common Stock of the Issuer.
By virtue of the Stockholders Agreement and the Registration Rights Agreement, the Covered Stockholders may be deemed to be a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As members of the group, each of the Covered Stockholders may be deemed to beneficially own the Issuer Common Stock beneficially owned by the members of the group as a whole. If deemed a group, the Reporting Persons together with the other Covered Stockholders may be deemed to beneficially own, in the aggregate, 121,520,562 shares of Issuer Common Stock, representing approximately 34.9% of the Issuer Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of those shares of Issuer Common Stock held by any other Covered Stockholder.”
Item 7. Exhibits.
This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:
| 1. | | Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (previously filed with the Commission as Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter on February 14, 2011). |
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.
