Sec Form 13D Filing - CCMP Capital LP filing for Hillman Solutions Corp. (HLMN) - 2022-04-19

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Hillman Solutions Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

431636 109

(CUSIP Number)

Joseph M. Scharfenberger

200 Park Avenue, 17th Floor

New York, NY 10166

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

With a copy to:

Craig E. Marcus, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199-3600

April 18, 2022

(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 §240.13d-7 for other parties to whom copies are to be sent.

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 431636 109

CUSIP 431636 109

CUSIP 431636 109

CUSIP 431636 109

CUSIP 431636 109

CUSIP 431636 109

CUSIP 431636 109

CUSIP 431636 109

Introductory Note

The Report on Schedule 13D relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Hillman Solutions Corp., a Delaware corporation (the “Company”), initially filed with the Securities and Exchange Commission on July 22, 2021 (the “Initial Schedule 13D”), is hereby amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this “Amendment”), which constitutes Amendment No.1 to the Initial Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Initial Schedule 13D.

Item 2. Identity and Background

Item 2 of the Initial Schedule 13D is hereby amended and restated to read as follows:

(a) This Statement is being jointly filed by the following persons (each a “Reporting Person” and collectively the “Reporting Persons”): (1) CCMP Capital, LP, a Delaware limited partnership (“CCMP”); (2) CCMP Capital GP, LLC, a Delaware limited liability company (“CCMP GP”); (3) CCMP Capital Investors III, L.P., a Delaware limited partnership (“CCMP Capital Investors”); (4) CCMP Capital Investors III (Employee), L.P., a Delaware limited partnership (“CCMP Employee”); (5) CCMP Co-Invest III A, L.P., a Delaware limited partnership (“CCMP Co-Invest” and together with CCMP Employee and CCMP Capital Investors, collectively the “CCMP Investors”); (6) CCMP Capital Associates III, L.P., a Delaware limited partnership (“CCMP Capital Associates”); (7) CCMP Capital Associates III GP, LLC, a Delaware limited liability company (“CCMP Capital Associates GP”); and (8) CCMP Co-Invest III A GP, LLC, a Delaware limited liability company (“CCMP Co-Invest GP”). The agreement among Reporting Persons relating to the joint filing of this Statement is attached to this Statement as Exhibit 1.

(b) The business address of each Reporting Person is c/o CCMP Capital Advisors, LP, 200 Park Avenue, 17^th Floor, New York, NY 10166.

(c) The principal occupation or employment of each of CCMP Capital Investors and CCMP Employee is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. The principal occupation or employment of CCMP Co-Invest is to acquire, hold and dispose of interests in HMAN Group Holdings Inc., and any securities received in exchange therefor (including the shares of the Company acquired by CCMP Co-Invest in the Business Combination (as defined below)). The principal occupation or employment of CCMP Capital Associates and CCMP Co-Invest GP is to serve as general partner or managing member to various limited partnership and limited liability companies, including the CCMP Investors. The principal occupation or employment of CCMP Capital Associates GP is to serve as general partner of CCMP Capital Associates. The principal occupation or employment of CCMP is to serve as a direct or indirect partner or member of CCMP Capital Associates, CCMP Co-Invest GP and certain of their affiliates. The principal occupation or employment of CCMP GP is to serve as general partner of CCMP.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Persons are each organized under the laws of the State of Delaware.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 3 of the Initial Schedule 13D:

The description of the Secondary Offering included in Item 4 of this Amendment is hereby incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended and supplemented by adding the following at the end of Item 4 of the Initial Schedule 13D:

Secondary Offering

On April 12, 2022, in connection with a registered secondary public offering (the “Secondary Offering”) of Common Stock, the CCMP Investors entered into an underwriting agreement (the “Underwriting Agreement”) with the Company, Jefferies LLC and Robert W. Baird & Co. Incorporated, as representatives of the several underwriters listed on Schedule II thereto (the “Underwriters”), and the other selling stockholders listed on Schedule I thereto (together with the CCMP Investors, the “Selling Shareholders”). Pursuant to the Underwriting Agreement, the CCMP Investors agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the CCMP Investors, subject to and upon the terms and conditions set forth therein, 12,347,733 shares of Common Stock, inclusive of the full exercise of the Underwriters’ 30-day over-allotment option, at a price of $10.00 per share, less underwriting discounts and commissions. The Secondary Offering, including the full exercise of the over-allotment option, closed on April 18, 2022.

In connection with the Secondary Offering, each of the Selling Shareholders entered into a lock-up agreement (the “Lock-up Agreement”) with the Underwriters. Under the Lock-up Agreement, each Selling Shareholder agreed, subject to certain exceptions, not to offer, sell, pledge or otherwise transfer any shares of Common Stock for 90 days after April 12, 2022.

The foregoing descriptions of the Underwriting Agreement and Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement, which includes the form of Lock-up Agreement as an exhibit, and which is incorporated by reference to Item 7.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Schedule 13D is hereby amended and restated to read as follows:

The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

(a) The aggregate number of shares of Common Stock and the percentage of total outstanding shares of Common Stock beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships of shares of Common Stock in this Statement are based upon the 194,186,576 shares of Common Stock stated to be outstanding as of April 6, 2022 in the Company’s prospectus supplement filed with the Securities and Exchange Commission on April 13, 2022. The Reporting Persons may be deemed to beneficially own an aggregate of 59,605,000 shares of Common Stock, which constitutes approximately 30.7% of the Company’s Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person.

CCMP Co-Invest may be deemed to beneficially own 13,845,149 shares of Common Stock, which represents approximately 7.1% of the outstanding shares of Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act.