Sec Form 13D Filing - Sixth Street Partners Management Company L.P. filing for AvePoint Inc.AvePoint Inc. - 2021-07-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

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1	NAMES OF REPORTING PERSONS
	SIXTH STREET PARTNERS MANAGEMENT COMPANY, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
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
			28,500,592 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			28,500,592 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,500,592 (1)
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)
	15.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) See response to Item 5(a, b) herein.

 

1	NAMES OF REPORTING PERSONS
	ALAN WAXMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			28,500,592 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			28,500,592 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	28,500,592 (1)
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)
	15.8%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

(1) See response to Item 5(a, b) herein.

 

(a), (f) This Schedule is filed jointly by Sixth Street Partners Management Company, L.P., a Delaware limited partnership, (“Management Company”) and Alan Waxman, a United States citizen (“Mr. Waxman” and, together with Management Company, the “Reporting Persons”).

 

(b) The principal business address of Management Company is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 72501.  The principal business address of Mr. Waxman is c/o Sixth Street Partners, Suite 3300, 345 California Street, San Francisco, CA 94104.

 

(c) The principal business of Management Company is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies. The present principal occupation Mr. Waxman is officer, director and/or manager of other affiliated entities.

 

Management Company ultimately indirectl y controls (i) TSSP Capital Solutions GenPar, L.P., a Delaware limited partnership, which is the managing member of (a) TCS Finance (A), LLC, a Delaware limited liability company, which is the managing member of Avatar Investment Solutions (A), LLC, a Delaware limited liability company (“Avatar (A)”), which directly holds 8,523,089 shares of Common Stock and (b) TCS Finance 1, LLC, a Delaware limited liability company, which is the managing member of Avatar Investment Solutions 1, LLC, a Delaware limited liability company (“Avatar 1”), which directly holds 6,677,227 shares of Common Stock and (ii) TSSP Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the managing member of Redwood IV Finance 1, LLC, a Delaware limited liability company, which is the managing member of Avatar Investment Opportunities, LLC, a Delaware limited liability company (“AIO”), which directly holds 13,300,276 shares of Common Stock (together with the shares directly held by Avatar (A) and Avatar 1, the “Shares”). Because of Management Company’s relationship Avatar (A), Avatar 1 and AIO, Management Company may be deemed to beneficially own the Shares. Management Company is managed by its general partner, whose managing member is Alan Waxman. Waxman disclaims beneficial ownership of the Shares except to the extent of their pecuniary interest therein.

 

(d), (e) During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been 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.

 

•

1,000,000 shares of Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the closing price of the Common Stock (“Closing Price”) is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period or (y) the Issuer consummates a Subsequent Transaction (as defined in the Business Combination Agreement), which results in the Shareholders having the right to exchange their shares of Common Stock for cash, securities or other property having a value equaling or exceeding $12.50 per Share (the “First Milestone”).

•

1,000,000 shares of Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period or (y) the Issuer consummates a Subsequent Transaction, which results in the Shareholders having the right to exchange their shares of Common Stock for cash, securities or other property having a value equaling or exceeding $15.00 per Share (the “Second Milestone”).

•

1,000,000 shares of Common Stock, in the aggregate, if at any time from and after the Closing through the seventh anniversary thereof (x) the Closing Price is greater than or equal to $17.50 over any 20 trading days within any 30 trading day period or (y) the Issuer consummates a Subsequent Transaction, which results in the Shareholders having the right to exchange their shares of Common Stock for cash, securities or other property having a value equaling or exceeding $17.50 per Share (the “Third Milestone” and, together with the First Milestone and Second Milestone, the “Milestones”).

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

The responses to Item 3 and Item 4 of this Schedule 13D is incorporated by reference herein.

 

The foregoing summaries of the Registration Rights Agreement and Lock-Up Agreements do not purport to be complete and are qualified in their entirety by reference to the form of Amended and Restated Registration Rights Agreement and the form of Lock-Up Agreement, each of which is filed as Exhibit 3 and Exhibit 4, respectively, to this Schedule 13D and is incorporated by reference herein.

 

On July 12, 2021, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

 

Except as otherwise set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.

 

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.

 

 

 

July 9, 2021

 

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 

This letter confirms that Joshua Peck is authorized and designated to sign all securities-related filings under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, including Form ID, on my behalf.  This authorization and designation shall be valid until December 31, 2022.

 

Very truly yours,

 

 

Alan Waxman

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