Amended Statement of Ownership (sc 13g/a)
09 February 2023 - 8:06AM
Edgar (US Regulatory)
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UNITED STATES |
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SECURITIES AND EXCHANGE
COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment to Amendment No. 1)*
The AZEK Company Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
05478C105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨ |
Rule 13d-1(b) |
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¨ |
Rule 13d-1(c) |
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x |
Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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).
*This filing is being made solely to correct an
error in Item 8 of Amendment No. 1 to Schedule 13G, filed on February 14, 2022.
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
Ares Corporate Opportunities Fund IV, L.P. |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
x |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizen or Place of Organization
Delaware |
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
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6 |
Shared Voting Power
19,096,090 |
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7 |
Sole Dispositive Power
0 |
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8 |
Shared Dispositive Power
19,096,090 |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
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11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
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12 |
Type of Reporting Person
PN |
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* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock (as defined below) outstanding as of December 31, 2021, as reported by the
Issuer (as defined below) in its Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”)
on January 24, 2022 (“Proxy Statement”).
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
ACOF Operating Manager IV, LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
x |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizen or Place of Organization
Delaware |
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|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
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11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
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12 |
Type of Reporting Person
OO |
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* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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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 |
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(a) |
x |
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(b) |
¨ |
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3 |
SEC Use Only |
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4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
OO |
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|
|
|
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* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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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 |
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|
(a) |
x |
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(b) |
¨ |
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3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
PN |
|
|
|
|
|
|
|
|
* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
Ares Holdco LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
x |
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(b) |
¨ |
|
|
3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
OO |
|
|
|
|
|
|
|
|
* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
Ares Management Corporation |
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2 |
Check the Appropriate Box if a Member of a Group |
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|
(a) |
x |
|
|
(b) |
¨ |
|
|
3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
CO |
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* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
Ares Management GP LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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|
(a) |
x |
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(b) |
¨ |
|
|
3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
OO |
|
|
|
|
|
|
|
|
* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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1 |
Names of Reporting Persons
Ares Voting LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
x |
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(b) |
¨ |
|
|
3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
OO |
|
|
|
|
|
|
|
|
* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
CUSIP No. 05478C105 |
Schedule 13G |
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|
1 |
Names of Reporting Persons
Ares Partners Holdco LLC |
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2 |
Check the Appropriate Box if a Member of a Group |
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|
(a) |
x |
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(b) |
¨ |
|
|
3 |
SEC Use Only |
|
|
4 |
Citizen or Place of Organization
Delaware |
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5 |
Sole Voting Power
0 |
|
6 |
Shared Voting Power
19,096,090 |
|
7 |
Sole Dispositive Power
0 |
|
8 |
Shared Dispositive Power
19,096,090 |
|
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,096,090 |
|
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable |
|
|
11 |
Percent of Class Represented by Amount in Row 9
12.3%* |
|
|
12 |
Type of Reporting Person
OO |
|
|
|
|
|
|
|
|
* The calculation of the percentage of outstanding
shares is based on 155,032,377 shares of Class A Common Stock outstanding as of December 31, 2021, as reported by the Issuer in its Proxy
Statement.
This amendment (the “Amendment”) is being filed
solely to amend Item 8 to Amendment No. 1 to Schedule 13G, filed with the Securities Exchange Commission (“SEC”) on
February 14, 2022 (the “Original 13G” and, together with this Amendment, the “Schedule 13G”) on
behalf of Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”), ACOF Operating Manager IV, LLC (“ACOF IV
IM”), Ares Management LLC, Ares Management Holdings L.P. (“Ares Management Holdings”), Ares Holdco LLC (“Ares
Holdco”), Ares Management Corporation (“Ares Management”), Ares Management GP LLC (“Ares Management
GP”), Ares Voting LLC (“Ares Voting”) and Ares Partners Holdco LLC (“Ares Partners” and,
together with ACOF IV, ACOF IV IM, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Management, Ares Management GP and
Ares Voting, the “Reporting Persons”).
Except for Item 8, all Items of Amendment No. 1 remain unchanged. |
Item 8. |
Identification and Classification of Members of the Group |
See Exhibit 99.2.
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 8, 2023
Ares Corporate Opportunities Fund IV, L.P. |
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By: |
ACOF Operating Manager IV, LLC |
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Its: |
Manager |
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Signed: |
/s/ Chris Kerezsi |
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Name: |
Chris Kerezsi |
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Title: |
Authorized Signatory |
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ACOF Operating Manager IV, LLC |
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Signed: |
/s/ Chris Kerezsi |
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Name: |
Chris Kerezsi |
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Title: |
Authorized Signatory |
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Ares Management LLC |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Management Holdings L.P. |
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By: |
Ares Holdco LLC |
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Its: |
General Partner |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Holdco LLC |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Management Corporation |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Management GP LLC |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Voting LLC |
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By: |
Ares Partners Holdco LLC |
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Its: |
Sole Member |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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Ares Partners Holdco LLC |
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Signed: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Authorized Signatory |
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LIST OF EXHIBITS
Exhibit No. |
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Description |
99.2 |
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Item 8 Information |
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