Amended Statement of Beneficial Ownership (sc 13d/a)
04 Octubre 2018 - 4:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 4)
AV Homes, Inc.
|
(Name of Issuer)
|
|
Common Stock, par value $1.00 per share
|
(Title of Class of Securities)
|
|
00234P102
|
(CUSIP Number)
|
|
Adam
Fliss
TPG
Global, LLC
301
Commerce Street, Suite 3300
Fort
Worth, TX 76102
(817)
871-4000
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
October 2, 2018
|
(Date of Event which Requires Filing of this Statement)
|
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
______________________
* 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 disclosures provided in a prior cover page.
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
).
CUSIP No.
00234P10
2
|
SCHEDULE 13D
|
Page 2 of 6 Pages
|
1
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NAMES OF REPORTING PERSONS
TPG Advisors VI, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
5
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CHECK 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
Delaware
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NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
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)
0%
|
14
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TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
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CUSIP No.
00234P10
2
|
SCHEDULE 13D
|
Page 3 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
David Bonderman
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
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)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
CUSIP No.
00234P10
2
|
SCHEDULE 13D
|
Page 4 of 6 Pages
|
1
|
NAMES OF REPORTING PERSONS
James G. Coulter
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
o
(b)
o
|
|
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (see instructions)
OO (See Item 3)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0-
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
o
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
|
This Amendment No. 4 (the “
Amendment
”)
amends and supplements the Schedule 13D filed by the Reporting Persons on June 28, 2013, as amended and supplemented by Amendment
No. 1 filed on September 19, 2013, Amendment No. 2 filed on June 23, 2015 and Amendment No. 3 filed on
June 8, 2018 (as so amended, the “
Original Schedule 13D
” and, as amended and supplemented by this Amendment,
the “
Schedule 13D
”) with respect to the Common Stock. 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.
“Advisors VI is the general partner
of TPG Aviator, which directly held 9,215,017 shares of Common Stock (the “
TPG Shares
”) and $20,000,000 aggregate
principal amount of the Issuer’s 6.00% Senior Convertible Notes due 2020 (the “
Senior Convertible Notes
”
and, together with the TPG Shares and the shares of Common Stock into which the Senior Convertible Notes are convertible, the “
TPG
Securities
”).
Messrs. Bonderman and Coulter are sole
stockholders of Advisors VI. Because of the relationship of Messrs. Bonderman and Coulter to Advisors VI, each of Messrs. Bonderman
and Coulter may have been deemed to have beneficially owned the TPG Securities. Messrs. Bonderman and Coulter disclaim beneficial
ownership of the TPG Securities except to the extent of their pecuniary interest therein.”
Item 4. Purpose of Transaction.
This
Amendment amends and supplements Item 4 of the Original Schedule 13D by including the following after the paragraph under the heading
“Merger Agreement”:
“On
October 2, 2018, the Merger closed. Pursuant to the Merger Agreement, each share of Common Stock held by TPG Aviator was converted
into the right to receive 0.8908 shares of Common Stock of TM Homes and $1.94 in cash. Therefore, pursuant to the Merger Agreement,
TPG Aviator received, as merger consideration in respect of the TPG Shares, an aggregate of approximately $17,877,132.98 in cash
and 8,208,737 shares of Common Stock of TM Homes (plus cash in lieu of fractional shares).
As
a result of the Merger, TPG Aviator has the right to (i) convert its Senior Convertible Notes into $21.50 in cash in respect
of each share of Common Stock into which the Senior Convertible Notes would have otherwise converted (including, for conversions
“in connection with” (as defined in the third supplemental indenture) the Merger, an increased conversion rate because
the Merger constituted a “Non-Stock Change of Control” under the terms of the Senior Convertible Notes), or (ii) require
the Issuer (or its successor) to repurchase the Senior Convertible Notes for their principal amount plus accrued and unpaid interest.”
Item 5. Interest in Securities of the
Issuer.
This Amendment amends and restates the
second and third paragraphs of Item 5 of the Original Schedule 13D in their entirety as set forth below.
“(a)–(b) As a result of
the closing of the Merger, the Reporting Persons no longer beneficially own any shares of Common Stock.”
This Amendment amends and restates the
fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below.
“(e) As a result of the closing
of the Merger, on October 2, 2018 the Reporting Persons ceased to be the beneficial owner of more than five percent of the
shares of Common Stock.”
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.
Dated: October 4, 2018
|
TPG Advisors VI, Inc.
|
|
|
|
By:
/s/ Michael LaGatta
|
|
Name: Michael LaGatta
Title: Vice President
|
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David Bonderman
|
|
|
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By:
/s/ Bradford Berenson
|
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Name: Bradford Berenson on behalf of David Bonderman (1)
|
|
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James G. Coulter
|
|
|
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By:
/s/ Bradford Berenson
|
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Name: Bradford Berenson on behalf of James G. Coulter (2)
|
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(1)
|
Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13,
2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC
File No. 005-90172).
|
|
(2)
|
Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13,
2018, which was previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018
(SEC File No. 005-90172).
|
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