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).
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(1)
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Names of reporting persons
Canyon Holdings (Cayman), L.P.
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
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(8)
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Shared voting power
57,147,221
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(9)
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Sole dispositive power
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(10)
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Shared dispositive power
57,147,221
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(11)
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Aggregate amount beneficially owned by each reporting person
57,147,221
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(12)
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
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(13)
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Percent of class represented by amount in Row (11)
43.06%
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(14)
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Type of reporting person (see instructions)
PN
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(1)
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Names of reporting persons
Canyon Partners, Ltd.
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
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(8)
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Shared voting power
57,147,221
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(9)
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Sole dispositive power
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(10)
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Shared dispositive power
57,147,221
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(11)
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Aggregate amount beneficially owned by each reporting person
57,147,221
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(12)
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
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(13)
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Percent of class represented by amount in Row (11)
43.06%
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(14)
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Type of reporting person (see instructions)
OO
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(1)
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Names of reporting persons
GTCR Investment X AIV Ltd.
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
¨
(b)
x
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
OO
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(5)
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Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
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(8)
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Shared voting power
57,147,221
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(9)
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Sole dispositive power
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(10)
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Shared dispositive power
57,147,221
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(11)
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Aggregate amount beneficially owned by each reporting person
57,147,221
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(12)
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Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
¨
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(13)
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Percent of class represented by amount in Row (11)
43.06%
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(14)
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Type of reporting person (see instructions)
OO
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This Amendment No. 6 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, as further amended
by Amendment No. 3 filed with the SEC on May 23, 2018, as further amended by Amendment No. 4 filed with the SEC on June 19, 2018
and as further amended by Amendment No. 5 filed with the SEC on July 11, 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and supplemented
as follows:
The responses to Item 4 and Item 6 of this Statement are incorporated
herein by reference.
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 132,713,555 Ordinary Shares outstanding based on the 130,713,555 Ordinary Shares reported outstanding in the the Issuer’s
form of prospectus filed with the SEC on September 11, 2018 pursuant to rule 424(b)(3) under the Securities Act of 1933, as amended,
plus
the 2,000,000 Ordinary Shares issued to Holdings as described in Item 6 of this Schedule 13D.
Holdings is the direct beneficial owner of 57,147,221 Ordinary
Shares. The Ordinary Shares held by Holdings represent approximately 43.06% 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 57,147,221 Ordinary Shares. The Ordinary Shares which may
be deemed to be beneficially owned by Canyon Partners represent approximately 43.06% 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 57,147,221 Ordinary Shares. The Ordinary Shares which may be
deemed to be beneficially owned by GTCR AIV represent approximately 43.06% 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 57,147,221 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 the disclosure set forth under the heading “
Merger Agreement
”:
As of September 10, 2018, the price of the Issuer’s Ordinary
Shares during the preceding 30 consecutive trading days exceeded $16.00 in accordance with the criteria set forth in the Merger
Agreement. As a result, on September 13, 2018, the Issuer issued 2,000,000 additional Ordinary Shares (the “Earn-out Shares”)
to Holdings pursuant to the Merger Agreement. The Earn-out Shares were issued for no additional consideration.
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 September 12, 2018, by and among the Issuer, Holdings and the other selling shareholders named therein
(collectively, the “Selling Shareholders”), and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman
Sachs & Co. LLC (collectively, the “Representatives”), as representatives 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 11,044,991 Ordinary Shares to the Underwriters pursuant to the Underwriting Agreement, plus an additional 1,656,749
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 September 17, 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 Representatives. 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 September 12, 2018 without first obtaining the written consent of Deutsche Bank Securities Inc.
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
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Joint Filing Agreement among the Reporting Persons, dated as of September 17, 2018.
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Exhibit 2
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Underwriting Agreement, dated as of September 12, 2018 (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on September 17, 2018).
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Exhibit 3
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Form of Lock-up Agreement (incorporated by reference to Exhibit A to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on September 17, 2018).
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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: September 17, 2018
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Canyon Holdings (Cayman), L.P.
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By:
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Canyon Partners, Ltd.
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Its:
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General Partner
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By:
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/s/ Jeffrey S. Wright
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Name:
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Jeffrey S. Wright
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Its:
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Appointed Officer
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CANYON PARTNERS, LTD.
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By:
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/s/ Jeffrey S. Wright
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Name:
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Jeffrey S. Wright
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Its:
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Appointed Officer
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GTCR INVESTMENT X AIV LTD.
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By:
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/s/ Jeffrey S. Wright
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Name:
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Jeffrey S. Wright
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Its:
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Appointed Officer
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