SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
ROI Acquisition Corp. II
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74966G101
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 74966G101 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Canton Holdings, L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,181 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,181 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,181 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% ** | |||||
| 12 | TYPE OF REPORTING PERSON*
OO, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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| CUSIP No. 74966G101 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Archer Capital Management, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,181 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,181 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,181 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% ** | |||||
| 12 | TYPE OF REPORTING PERSON*
PN, IA | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
3
| CUSIP No. 74966G101 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joshua A. Lobel | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,181 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,181 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,181 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% ** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
4
| CUSIP No. 74966G101 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eric J. Edidin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
400,181 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
400,181 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,181 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5% ** | |||||
| 12 | TYPE OF REPORTING PERSON*
IN, HC | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
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SCHEDULE 13G/A
This Amendment No. 1 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) relates to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of ROI Acquisition Corp. II, a Delaware corporation (the “Issuer”), and is being filed on behalf of (i) Archer Capital Management, L.P. (“Archer”), a Delaware limited partnership, as the investment manager to certain private investment funds (the “Funds”), (ii) Canton Holdings, L.L.C. (“Canton”), a Delaware limited liability company, as the general partner of Archer, (iii) Joshua A. Lobel, an individual, as a principal of Canton, and (iv) Eric J. Edidin, an individual, as a principal of Canton (the persons mentioned in (i) (ii), (iii) and (iv) above are referred to as the “Reporting Persons”). All shares of Common Stock reported in this Amendment are held by the Funds.
This Amendment amends and restates the Schedule 13G as set forth below.
| Item 1(a) | Name of Issuer. |
ROI Acquisition Corp. II
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
601 Lexington Avenue
51st Floor
New York, New York 10022
| Item 2(a) | Name of Person Filing. |
(i) Archer Capital Management, L.P. (“Archer”), (ii) Canton Holdings, L.L.C. (“Canton”), (iii) Joshua A. Lobel (“Mr. Lobel”) and (iv) Eric J. Edidin (“Mr. Edidin”).
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
570 Lexington Avenue, 40th Floor
New York, New York 10022.
| Item 2(c) | Citizenship or Place of Organization. |
Archer is a Delaware limited partnership. Canton is a Delaware limited liability company. Mr. Lobel and Mr. Edidin are United States citizens.
| Item 2(d) | Title of Class of Securities. |
Common Stock, par value $0.0001 per share (the “Common Stock”).
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| Item 2(e) | CUSIP Number. |
74966G101
| Item 3 | If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of the 400,181 shares of Common Stock held by the Funds, which consists of warrants exercisable to purchase 400,181 shares of Common Stock. |
| (b) | Canton, Archer, Mr. Lobel and Mr. Edidin may be deemed the beneficial owners of 2.5% of the Issuer’s outstanding shares of Common Stock. This percentage was calculated by (ii) the sum of (A) the 15,625,000 shares of Common Stock outstanding as of November 12, 2014, as reported in the 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2014, and (B) 400,181, the number of warrants exercisable to purchase shares of Common Stock held by the Funds. |
| (c) | Canton, Archer, Mr. Lobel and Edidin have the shared power to vote and dispose of the 400,181 shares of Common Stock held by the Funds. |
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| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x.
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
| Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
Date: February 13, 2015
| Archer Capital Management, L.P. | ||
| By: | Canton Holdings, L.L.C., its general partner | |
| By: | /s/ Joshua A. Lobel | |
| Name: | Joshua A. Lobel | |
| Title: | Manager | |
| Canton Holdings, L.L.C. | ||
| By: | /s/ Joshua A. Lobel | |
| Name: | Joshua A. Lobel | |
| Title: | Manager | |
/s/ Joshua A. Lobel | ||
| Joshua A. Lobel | ||
/s/ Eric J. Edidin | ||
| Eric J. Edidin | ||
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