Sec Form 13D Filing - Solace Capital Partners L.P. filing for Select Interior Concepts Inc. (SIC) - 2021-10-22

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Xavier Corzo

11111 Santa Monica Blvd., Suite 1275

Los Angeles, CA 90025

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

(Page 1 of 7 Pages)

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.

 

* 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).

 

Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons on October 5, 2018, as amended by Amendment No. 1, filed on October 5, 2018, and Amendment No. 2, filed on August 11, 2021 (collectively, the “Schedule 13D”) relating to the Class A Common Stock, par value $0.01 per share (the “Shares”), of Select Interior Concepts, Inc. (the “Issuer”), whose principal executive offices are located at 4900 East Hunter Avenue, Anaheim, California 92807.

All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D is unmodified.  This Amendment constitutes an exit filing of the Reporting Persons.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

As previously disclosed in Amendment No. 2, on August 8, 2021, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Astro Stone Intermediate Holding, LLC (“Parent”), an affiliate of Sun Capital Partners, Inc., a private equity firm, and Astro Stone Merger Sub, Inc., a wholly- owned subsidiary of Parent (“Merger Subsidiary”).

On October 21, 2021, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Subsidiary was merged with and into the Issuer (the “Merger”) with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”): (i) each issued and outstanding Share was cancelled and converted into the right to receive $14.50 per Share in cash, without interest (the “Merger Consideration”); (ii) each outstanding service-based restricted stock unit, performance-based restricted stock unit and share of restricted stock of the Company (each, a “Restricted Stock”) was canceled, and each holder of each such Restricted Stock received the right to receive for each such Restricted Stock an amount in cash equal to the Merger Consideration.  Upon the completion of the Merger, the Issuer became a privately held company and the Shares are no longer listed on any public markets.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

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.

 

Date: October 22, 2021

	SOLACE CAPITAL PARTNERS, L.P.
	By:	/s/ Xavier Corzo
		Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer

	SOLACE CAPITAL SPECIAL SITUATIONS FUND, L.P.
	By:	Solace Capital Partners, L.P., its Investment Manager
	By:	/s/ Xavier Corzo
		Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer

	GATEWAY SECURITIES HOLDINGS, LLC
	By:	Solace Capital Partners, L.P., its Manager
	By:	/s/ Xavier Corzo
		Xavi er Corzo, Principal, Chief Financial Officer & Chief Compliance Officer

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