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).
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Canyon Holdings (Cayman), L.P.
|
(2)
|
|
Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see instructions)
OO
|
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
|
(6)
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
|
|
(8)
|
|
Shared voting power
67,845,359
|
|
(9)
|
|
Sole dispositive power
|
|
(10)
|
|
Shared dispositive power
67,845,359
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
67,845,359
|
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
|
(13)
|
|
Percent of class represented by amount in Row (11)
51.90%
|
(14)
|
|
Type of reporting person (see instructions)
PN
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
Canyon Partners, Ltd.
|
(2)
|
|
Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see instructions)
OO
|
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
|
(6)
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
|
|
(8)
|
|
Shared voting power
67,845,359
|
|
(9)
|
|
Sole dispositive power
|
|
(10)
|
|
Shared dispositive power
67,845,359
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
67,845,359
|
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
|
(13)
|
|
Percent of class represented by amount in Row (11)
51.90%
|
(14)
|
|
Type of reporting person (see instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
|
Names of reporting persons
GTCR Investment X AIV Ltd.
|
(2)
|
|
Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
|
(3)
|
|
SEC use only
|
(4)
|
|
Source of funds (see instructions)
OO
|
(5)
|
|
Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
|
(6)
|
|
Citizenship or place of organization
Cayman Islands
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
(7)
|
|
Sole voting power
|
|
(8)
|
|
Shared voting power
67,845,359
|
|
(9)
|
|
Sole dispositive power
|
|
(10)
|
|
Shared dispositive power
67,845,359
|
(11)
|
|
Aggregate amount beneficially owned by each reporting person
67,845,359
|
(12)
|
|
Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
|
(13)
|
|
Percent of class represented by amount in Row (11)
51.90%
|
(14)
|
|
Type of reporting person (see instructions)
OO
|
This Amendment No. 4 amends and supplements the Schedule 13D
filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2017, as amended by Amendment No. 1 filed
with the SEC on November 8, 2017, as further amended by Amendment No. 2 filed with the SEC on March 26, 2018 and as further amended
by Amendment No. 3 filed with the SEC on May 23, 2018 (as amended, the “Original Schedule 13D”). Except as set forth
herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined
herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented
as follows:
The information set forth in Item 6 of this Schedule 13D is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) of the Original Schedule 13D are hereby
amended and restated in their entirety as follows:
(a) The following information is as of the date hereof and assumes
there are 130,713,555 Ordinary Shares outstanding based on the number of Ordinary Shares reported outstanding in the the Issuer’s
form of prospectus filed with the SEC on June 13, 2018 pursuant to rule 424(b)(3) under the Securities Act of 1933, as amended.
Holdings is the direct beneficial owner of 67,845,359 Ordinary
Shares. The Ordinary Shares held by Holdings represent approximately 51.90% of the Ordinary Shares outstanding as of the date of
this Statement.
Canyon Partners, by virtue of its being the general partner
of Holdings, may be deemed to possess indirect beneficial ownership of 67,845,359 Ordinary Shares. The Ordinary Shares which may
be deemed to be beneficially owned by Canyon Partners represent approximately 51.90% of the Ordinary Shares outstanding as of the
date of this Statement.
GTCR AIV, by virtue of its being the sole shareholder of Canyon
Partners, may be deemed to possess indirect beneficial ownership of 67,845,359 Ordinary Shares. The Ordinary Shares which may be
deemed to be beneficially owned by GTCR AIV represent approximately 51.90% of the Ordinary Shares outstanding as of the date of
this Statement.
Decisions of GTCR AIV with respect to the voting and disposition
of the Ordinary Shares are made by a vote of a majority of its directors, and, as a result, no single person has voting or dispositive
authority over such securities. Messrs. Philip A. Canfield, David A. Donnini, Collin E. Roche, Craig A. Bondy, Constantine S. Mihas,
Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman and Lawrence C. Fey are each managing directors of GTCR
LLC, which provides management services to GTCR AIV, and each disclaims beneficial ownership of the securities held by GTCR AIV,
except to the extent of his pecuniary interest in such securities. The filing of this Statement shall not be construed as an admission
that any such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities
covered by this Statement.
(b) By virtue of the relationship among the Reporting Persons
described in Item 2 of the Original Schedule 13D, each such Reporting Person may be deemed to share the power to vote or direct
the vote and to share the power to dispose of or direct the disposition of the 67,845,359 Ordinary Shares as set forth in rows
7 through 13 of the cover pages of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by inserting
the following as a new paragraph at the end of Item 6:
Underwriting Agreement and Lock-Up Agreement
Pursuant to an Underwriting Agreement (the “Underwriting
Agreement”), dated as of June 14, 2018 by and among the Issuer, Holdings and the other selling shareholders named therein
(collectively, the “Selling Shareholders”), and Deutsche Bank Securities Inc. (the “Representative”), as
representative of the several underwriters named therein (collectively, the “Underwriters”), the Selling Shareholders
agreed to sell to the Underwriters in an underwritten public offering an aggregate of 12,000,000 Ordinary Shares (the “Public
Offering”). The Selling Shareholders also granted to the Underwriters a 30-day option to purchase up to 1,800,000 additional
Ordinary Shares (the “Option Shares”). Holdings agreed to sell 11,020,979 Ordinary Shares to the Underwriters pursuant
to the Underwriting Agreement, plus an additional 1,653,147 Ordinary Shares if the Underwriters exercise their option to purchase
additional Ordinary Shares in full. The sale of the Ordinary Shares to the Underwriters (excluding the Option Shares) closed on
June 19, 2018.
In connection with the Public Offering, the Selling Shareholders,
including Holdings, and the directors and executive officers of the Issuer entered into a lock-up agreement (the “Lock-up
Agreement”) with the Representative. Under the Lock-up Agreement, each party to the Lock-up Agreement agreed, subject to
certain exceptions, not to sell or transfer any Ordinary Shares or securities convertible into, exchangeable for, or exercisable
for Ordinary Shares, for 60 days after June 14, 2018 without first obtaining the written consent of the Representative.
The summaries of the Underwriting Agreement and Lock-up Agreement
contained in this Item 6 are qualified in their entirety by reference to the Underwriting Agreement and the Lock-up Agreement,
each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
Exhibit 1
|
|
Joint Filing Agreement among the Reporting Persons, dated as of June 19, 2018.
|
|
|
|
Exhibit 2
|
|
Underwriting Agreement, dated as of June 14, 2018 (incorporated by reference to Exhibit 1.2 to the Issuer’s Post-Effective Amendment No. 3 to Form S-1 filed on June 15, 2018).
|
|
|
|
Exhibit 3
|
|
Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.2 to the Issuer’s Post-Effective Amendment No. 3 to Form S-1 filed on June 15, 2018).
|
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s
knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: June 19, 2018
|
|
|
|
|
Canyon Holdings (Cayman), L.P.
|
|
|
|
|
By:
|
|
Canyon Partners, Ltd.
|
|
Its:
|
|
General Partner
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Jeffrey S. Wright
|
|
Name:
|
|
Jeffrey S. Wright
|
|
Its:
|
|
Appointed Officer
|
|
|
|
|
|
CANYON PARTNERS, LTD.
|
|
|
|
|
By:
|
|
/s/ Jeffrey S. Wright
|
|
Name:
|
|
Jeffrey S. Wright
|
|
Its:
|
|
Appointed Officer
|
|
|
|
|
|
GTCR INVESTMENT X AIV LTD.
|
|
|
|
|
By:
|
|
/s/ Jeffrey S. Wright
|
|
Name:
|
|
Jeffrey S. Wright
|
|
Its:
|
|
Appointed Officer
|