Sec Form 13D Filing - ARES MANAGEMENT LLC filing for CINCINNATI BELL INC (CBB) - 2020-04-23

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

CINCINNATI BELL INC.

(Name of Issuer)

 

Common Shares, $0.01 par value

(Title of Class of Securities)

 

171871502

(CUSIP Number)

 

Alison S. Ressler, Esq.

Rita-Anne O’Neill, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 22, 2020

(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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
ASSF IV AIV B Holdings III, L.P.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

&#x A0;

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
807,684 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
807,684 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
807,684 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.6%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

* The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares (as defined herein) outstanding as of March 23, 2020 as disclosed by the Issuer (as defined herein) in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 25, 2020 (the “Proxy”).

 

2

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
ASSF Operating Manager IV, L.P.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 < /p>

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
807,684 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
807,684 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
807,684 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
1.6%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

* The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

3

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
AF V US BD Holdings, L.P.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.7%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

* The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

4

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
AF V US BD Holdings GP LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.7%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

* The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

5

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
AF V BD AIV, L.P.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,368,818 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.7%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

* The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

6

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Credit Hedge Fund LP

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,139 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,139 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,139 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
**0.1%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

**  Denotes less than.

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

7

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Capital Management III LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,139 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,139 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,139 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
**0.1%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

**  Denotes less than.

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

8

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

9

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management Holdings L.P.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

10

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Holdco LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

11

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Holdings Inc.

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

12

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management Corporation

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

13

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Voting LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

14

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Management GP LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

15

 

CUSIP No.   171871502

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

 

 

 

3.

SEC Use Only

 

 

 

 

4.

Source of Funds (See Instructions)
OO

 

 

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

 

 

6.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

 

8.

Shared Voting Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

9.

Sole Dispositive Power
0

 

 

10.

Shared Dispositive Power
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,178,641 (See Items 3, 4, 5 and 6)

 

 

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.3%* (See Items 3, 4, 5 and 6)

 

 

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

*  The calculation of the percentage of outstanding shares is based on 50,564,267 shares of Common Shares outstanding as of March 23, 2020 as disclosed by the Issuer in the Proxy.

 

16

 

Explanatory Note

 

This Amendment No. 12 (this “Amendment No. 12”) to the statement on Schedule 13D amends and supplements the statement on Schedule 13D filed by certain of the Reporting Persons on September 7, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed by certain of the Reporting Persons on November 9, 2018, Amendment No. 2 to the Original Schedule 13D filed by certain of the Reporting Persons on November 21, 2018, Amendment No. 3 to the Original Schedule 13D filed by certain of the Reporting Persons on December 11, 2018, Amendment No. 4 to the Original Schedule 13D filed by certain of the Reporting Persons on April 10, 2019, Amendment No. 5 to the Original Schedule 13D filed by the Reporting Persons on March 2, 2020, Amendment No. 6 to the Original Schedule 13D filed by the Reporting Persons on March 5, 2020, Amendment No. 7 to the Original Schedule 13D filed by the Reporting Persons on March 6, 2020, Amendment No. 8 to the Original Schedule 13D filed by the Reporting Persons on March 16, 2020, Amendment No. 9 to the Original Schedule 13D filed by the Reporting Persons on April 10, 2020, Amendment No. 10 to the Original Schedule 13D filed by the Reporting Persons on April 16, 2020 and Amendment No. 11 to the Original Schedule 13D filed by the Reporting Persons on April 21, 2020 (as so amended, the “13D Filing”, and together with this Amendment No. 12, the “Schedule 13D”). Except as amended in this Amendment No. 12, the 13D Filing remains in full force and effect. Terms defined in the 13D Filing are used in this Amendment No. 12 as so defined in the 13D Filing, unless otherwise defined in this Amendment No. 12.

 

Item 2. Identity and Background

 

The last sentence of Item 2(a) is amended and restated as follows:

 

The Reporting Persons have entered into a joint filing agreement, dated as of April 23, 2020, a copy of which is attached to this Schedule 13D as Exhibit 99.43.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the 13D Filing is hereby amended and restated in its entirety as follows:

 

(a) Aggregate Number and Percentage of Securities. See Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Common Shares and the percentage of the Common Shares beneficially owned by each of the Reporting Persons.

 

(b) Power to Vote and Dispose. See Items 7 through 10 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Common Shares deemed to be beneficially owned by each of the Reporting Persons, as to which there is sole or shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition.

 

(c) Transactions within the past 60 days. Since the filing of Amendment No. 11 to the 13D Filing, ASSF IV AIV, AF V US BD Holdings and Ares Credit Hedge Fund sold Common Shares in the transactions set forth on Exhibit 99.44 attached to this Schedule 13D, which is incorporated by reference in its entirety into this Item 5(c). Except as set forth in Exhibit 99.44 attached to this Schedule 13D, none of the Reporting Persons has effected any transaction in Common Shares since the filing of Amendment No. 11 to the 13D Filing.

 

(d) Certain Rights of Other Persons. Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

 

(e) Date Ceased to be a 5% Owner. The Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Common Shares on April 21, 2020.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the 13D Filing is hereby amended to add the following:

 

Exhibit 99.43

 

Joint Filing Agreement, dated as of April 23, 2020, by and among the Reporting Persons.

Exhibit 99.44

 

Trading Data

 

17

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: April 23, 2020

 

 

ASSF IV AIV B HOLDINGS III, L.P.

 

 

 

 

 

By:

ASSF OPERATING MANAGER IV, L.P.

 

 

Its Manager

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ASSF OPERATING MANAGER IV, L.P.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

AF V US BD HOLDINGS, L.P.

 

 

 

 

 

By:

AF V US BD HOLDINGS GP LLC

 

 

Its General Partner

 

 

 

 

By:

AF V BD AIV, L.P.

 

 

Its Sole Member

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

AF V US BD HOLDINGS GP LLC

 

 

 

 

 

 

 

 

 

By:

AF V BD AIV, L.P.

 

 

Its Sole Member

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

18

 

 

AF V BD AIV, L.P.

 

 

 

 

 

By:

ARES MANAGEMENT LLC

 

 

Its Manager

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES CREDIT HEDGE FUND LP

 

 

 

 

 

By:

ARES CAPITAL MANAGEMENT III LLC

 

 

Its Manager

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES CAPITAL MANAGEMENT III LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT HOLDINGS L.P.

 

 

 

 

 

By:

ARES HOLDCO LLC

 

 

Its General Partner

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

19

 

 

ARES MANAGEMENT CORPORATION

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES MANAGEMENT GP LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES VOTING LLC

 

 

 

 

 

By:

ARES PARTNERS HOLDCO LLC

 

 

Its Sole Member

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

 

 

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

 

/s/ Naseem Sagati Aghili

 

 

By:

Naseem Sagati Aghili

 

 

Its:

Authorized Signatory

 

20