Sec Form 13G Filing - Centerbridge Credit Partners L.P. filing for American Renal Associates Holdings Inc. (ARA) - 2021-01-27

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Renal Associates Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
029227105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
ý	Rule 13d-1(d)
(Page 1 of 15 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 the disclosures provided in a prior cover page.

The information required in 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	NAME OF REPORTING PERSON Centerbridge Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON PN

 

_______________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 16,893,850 shares of Common Stock, representing 48.9% of the shares of Common Stock outstanding as of such time.

 

 

1	NAME OF REPORTING PERSON Centerbridge Capital Partners Strategic, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON PN

______________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 523,697 shares of Common Stock, representing 1.5% of the shares of Common Stock outstanding as of such time.

 

1	NAME OF REPORTING PERSON Centerbridge Associates, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON PN

 _________________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 17,417,547 shares of Common Stock, representing 50.4% of the shares of Common Stock outstanding as of such time. 

 

 

1	NAME OF REPORTING PERSON Centerbridge Cayman GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON OO

________________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 17,417,547 shares of Common Stock, representing 50.4% of the shares of Common Stock outstanding as of such time.

 

1	NAME OF REPORTING PERSON Centerbridge Capital Partners SBS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON PN

 _______________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 198,289 shares of Common Stock, representing 0.6% of the shares of Common Stock outstanding as of such time. 

 

1	NAME OF REPORTING PERSON CCP SBS GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON OO

 

.________________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 198,289 shares of Common Stock, representing 0.6% of the shares of Common Stock outstanding as of such time.

 

1	NAME OF REPORTING PERSON Jeffrey H. Aronson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER -0-*
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER -0-*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%*
12	TYPE OF REPORTING PERSON IN

________________

* The information set forth on this cover page reflects information as of the date of this filing. As of December 31, 2020, the Reporting Person may have been deemed to beneficially own 17,615,836 shares of Common Stock, representing 51.0% of the shares of Common Stock outstanding as of such time.

 

 

Item 1(a).	NAME OF ISSUER
	The name of the issuer is American Renal Associates Holdings, Inc. (the "Company").

 

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	The Company's principal executive offices are located at 500 Cummings Center, Beverly, Massachusetts 01915.

 

Item 2(a).	NAME OF PERSON FILING
	This statement is filed by:

 

	(i)	Centerbridge Capital Partners, L.P., a Delaware limited partnership ("CCP I"), with respect to the Common Stock (as defined in Item 2(d) below) beneficially owned by it;
	(ii)	Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership ("CCP I Strategic"), with respect to the Common Stock beneficially owned by it;
	(iii)	Centerbridge Associates, L.P., a Delaware limited partnership ("Centerbridge Associates"), as general partner of CCP I and CCP I Strategic, with respect to the Common Stock beneficially owned by CCP I and CCP I Strategic;
	(iv)	Centerbridge Cayman GP Ltd., a Cayman Islands exempted company ("Cayman GP"), as general partner of Centerbridge Associates, with respect to the Common Stock beneficially owned by CCP I and CCP I Strategic;
	(v)	Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership ("SBS I"), with respect to the Common Stock beneficially owned by it;
	(vi)	CCP SBS GP, LLC, a Delaware limited liability company ("SBS GP"), as general partner of SBS I, with respect to the Common Stock beneficially owned by SBS I; and
	(vii)	Jeffrey H. Aronson ("Mr. Aronson"), indirectly, through various intermediate entities control each of CCP I, CCP I Strategic and SBS I (collectively, the "Centerbridge Funds"), with respect to the Common Stock beneficially owned by the Centerbridge Funds.

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The address of the business office of each of the Reporting Persons is 375 Park Avenue, 11th Floor, New York, NY 10152.

 

 

Item 2(c).	CITIZENSHIP
	CCP I, CCP I Strategic, Centerbridge Associates and SBS I are limited partnerships organized under the laws of the State of Delaware.  Cayman GP is an exempted company organized under the laws of the Cayman Islands.  SBS GP is a limited liability company organized under the laws of the State of Delaware.  Mr. Aronson is a citizen of the United States.

 

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e).	CUSIP NUMBER
	029227105

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
	specify the type of institution:

 

 

Item 4.	OWNERSHIP
This Schedule 13G reports beneficial ownership of the shares of Common Stock beneficially owned by the Reporting Persons as of the date hereof and as of December 31, 2020.

 

	A.	Centerbridge Capital Partners, L.P.
			(a)	Amount beneficially owned: As of the date hereof: 0. As of December 31, 2020: 16,893,850.
			(b)	Percent of class:  As of the date hereof: 0%. As of December 31, 2020: 48.9%.  The percentages used herein and in the rest of this Schedule 13G are calculated based upon the 34,543,295 shares of Common Stock issued and outstanding as reported to be outstanding as of December 4, 2020, as disclosed in the Company's Definitive Proxy Statement on Schedule 14A, filed by the Company with the Securities Exchange Commission on December 15, 2020.
			(c)	(i)	Sole power to vote or direct the vote:  -0-
				(ii)	Shared power to vote or direct the vote: As of the date hereof: 0. As of December 31, 2020: 16,893,850.
				(iii)	Sole power to dispose or direct the disposition:  -0-
				(iv)	Shared power to dispose or direct the disposition:  As of the date hereof: 0. As of December 31, 2020: 16,893,850.
		CCP I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP, the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of the shares of Common Stock owned by CCP I.

 

	B.	Centerbridge Capital Partners Strategic, L.P
			(a)	Amount beneficially owned: As of the date hereof: 0. As of December 31, 2020: 523,697.
			(b)	Percent of class:  As of the date hereof: 0%. As of December 31, 2020: 1.5%.
			(c)	(i)	Sole power to vote or direct the vote:  -0-
				(ii)	Shared power to vote or direct the vote: As of the date hereof: 0. As of December 31, 2020: 523,697.
				(iii)	Sole power to dispose or direct the disposition:  -0-
				(iv)	Shared power to dispose or direct the disposition:  As of the date hereof: 0. As of December 31, 2020: 523,697.
		CCP I Strategic has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by Centerbridge Associates, its general partner, and Cayman GP, the general partner of Centerbridge Associates.  Neither Centerbridge Associates nor Cayman GP directly owns any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I Strategic.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP I Strategic.

 

 

	C.	Centerbridge Associates, L.P. and Centerbridge Cayman GP Ltd.
			(a)	Amount beneficially owned: As of the date hereof: 0. As of December 31, 2020: 17,417,547.
			(b)	Percent of class:  As of the date hereof: 0%. As of December 31, 2020: 50.4%.
			(c)	(i)	Sole power to vote or direct the vote:  -0-
				(ii)	Shared power to vote or direct the vote:  As of the date hereof: 0. As of December 31, 2020: 17,417,547.
				(iii)	Sole power to dispose or direct the disposition:  -0-
				(iv)	Shared power to dispose or direct the disposition: As of the date hereof: 0. As of December 31, 2020: 17,417,547.
		Neither Centerbridge Associates nor Cayman GP directly own any of the shares of Common Stock.  Centerbridge Associates, as general partner of CCP I and CCP I Strategic, has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by CCP I and CCP I Strategic, which powers may also be exercised by Cayman GP, the general partner of Centerbridge Associates.  By reason of the provisions of Rule 13d-3 of the Act, Centerbridge Associates and Cayman GP may be deemed to beneficially own the shares of Common Stock beneficially owned by CCP I and CCP I Strategic.  However, none of the foregoing should be construed in and of itself as an admission by Centerbridge Associates or Cayman GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, each of Centerbridge Associates and Cayman GP expressly disclaims beneficial ownership of shares of Common Stock owned by CCP I and CCP I Strategic.

 

	D.	Centerbridge Capital Partners SBS, L.P. and CCP SBS GP, LLC
			(a)	Amount beneficially owned: As of the date hereof: 0. As of December 31, 2020: 198,289.
			(b)	Percent of class: As of the date hereof: 0%. As of December 31, 2020:  0.6%.
			(c)	(i)	Sole power to vote or direct the vote:  -0-
				(ii)	Shared power to vote or direct the vote:  As of the date hereof: 0. As of December 31, 2020: 198,289.
				(iii)	Sole power to dispose or direct the disposition:  -0-
				(iv)	Shared power to dispose or direct the disposition:  As of the date hereof: 0. As of December 31, 2020: 198,289.
		SBS I has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which powers may also be exercised by SBS GP, its general partner.  SBS GP does not directly own any of the shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, SBS GP may be deemed to beneficially own the shares of Common Stock beneficially owned by SBS I.  However, none of the foregoing should be construed in and of itself as an admission by SBS GP or by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  In addition, SBS GP expressly disclaims beneficial ownership of shares of Common Stock owned by SBS I.

 

	E.	Jeffrey Aronson
			(a)	Amount beneficially owned:  As of the date hereof: 0. As of December 31, 2020: 17,615,836.
			(b)	Percent of class: As of the date hereof: 0%. As of December 31, 2020: 51.0% .
			(c)	(i)	Sole power to vote or direct the vote:  -0-
				(ii)	Shared power to vote or direct the vote:  As of the date hereof: 0. As of December 31, 2020: 17,615,836.
				(iii)	Sole power to dispose or direct the disposition:  -0-
				(iv)	Shared power to dispose or direct the disposition of: As of the date hereof: 0. As of December 31, 2020: 17,615,836.

 

 

Mark T. Gallogly retired from Centerbridge Partners, L.P. effective December 7, 2020. Mr. Aronson, indirectly, through various intermediate entities controls each of the Centerbridge Funds. Mr. Aronson does not directly own any of the shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Mr. Aronson may be deemed to beneficially own the shares of Common Stock beneficially owned by the Centerbridge Funds. However, none of the foregoing should be construed in and of itself as an admission by Mr. Aronson or by any Reporting Person as to beneficial ownership of the shares of Common Stock owned by another Reporting Person. In addition, Mr. Aronson expressly disclaims beneficial ownership of the shares of Common Stock owned by any of the Centerbridge Funds, except to the extent of any proportionate pecuniary interest therein.

 

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x.

 

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Not applicable.

 

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	Not applicable.

 

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not applicable.

 

Item 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.

 

Item 10.	CERTIFICATION
	Not applicable.

 

 

SIGNATURES

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

DATED: January 27, 2021

 

	CENTERBRIDGE CAPITAL PARTNERS, L.P.
	By:  Centerbridge Associates, L.P., its general partner
	By:  Centerbridge Cayman GP Ltd., its general partner
	/s/ Susanne V. Clark
	Name:  Susanne V. Clark
	Title:  Authorized Signatory
	CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P.
	By:  Centerbridge Associates, L.P., its general partner
	By:  Centerbridge Cayman GP Ltd., its general partner
	By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory
	CENTERBRIDGE ASSOCIATES, L.P.
	By:  Centerbridge Cayman GP Ltd., its general partner
	/s/ Susanne V. Clark
	Name:  Susanne V. Clark
	Title:  Authorized Signatory
	CENTERBRIDGE CAYMAN GP LTD.
	/s/ Susanne V. Clark
	Name: Susanne V. Clark
	Title: Authorized Signatory

 

 

 

	CENTERBRIDGE CAPITAL PARTNERS SBS, L.P.
	By: CCP SBS GP, LLC, its general partner
	/s/ Susanne V. Clark
	Name: Susanne V. Clark
	Title: Authorized Signatory
	CCP SBS GP, LLC
	By:		/s/ Susanne V. Clark
		Name: Susanne V. Clark
		Title: Authorized Signatory
	/s/ Jeffrey H. Aronson
	JEFFREY H. ARONSON