Form SC 13D/A Alliance HealthCare Serv Filed by: OCM Principal Opportunities Fund IV, LP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under The Securities Exchange Act of 1934
(AMENDMENT NO. 9)*
Alliance HealthCare Services, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
|
08606103
|
(CUSIP Number)
|
Todd Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
|
January 22, 2016
|
(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).
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: OCM Principal Opportunities Fund IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
WC
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE VOTING POWER
None
|
|
8.
|
SHARED VOTING POWER
5,437,945
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%*
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
__________________
* All ownership percentages of securities reported in this Statement are based upon 10,750,624 shares of Common Stock outstanding as of November 6, 2015 as represented by the Issuer on November 9, 2015.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: OCM Principal Opportunities Fund IV GP, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE VOTING POWER
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
* Solely in its capacity as the general partner of OCM Principal Opportunities Fund IV, L.P.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: OCM Principal Opportunities Fund IV GP Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
|
||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
|
7.
|
SOLE VOTING POWER
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the general partner of OCM Principal Opportunities Fund GP, L.P.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Oaktree Fund GP I, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
* Solely in its capacity as the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Oaktree Capital I, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: OCM Holdings I, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the general partner of Oaktree Capital I, L.P.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Oaktree Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the managing member of OCM Holdings I, LLC.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Oaktree Capital Group, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the managing member of Oaktree Holdings, LLC.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Oaktree Capital Group Holdings GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the manager of Oaktree Capital Group, LLC
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: MTS Health Investors II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
WC
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
PN
|
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: MTS Health Investors II GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the general partner of MTS Health Investors II, L.P.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: MTS Health Investors II GP Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]*
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
Not Applicable
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945*
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945*
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
* Solely in its capacity as the managing member of MTS Health Investors II GP, LLC.
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Alliance-Oaktree Co-Investors, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
WC
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Alliance-MTS Co-Investors I, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
WC, OO
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 08606103
|
1.
|
NAMES OF REPORTING PERSONS: Alliance-MTS Co-Investors II, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
|
||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ X ]
(b) [ ]
|
||
3.
|
SEC USE ONLY
|
||
4.
|
SOURCE OF FUNDS
WC, OO
|
||
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
None
|
|
8.
|
SHARED VOTING POWER
5,437,945
|
||
9.
|
SOLE DISPOSITIVE POWER
None
|
||
10.
|
SHARED DISPOSITIVE POWER
5,437,945
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [__]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
|
||
14.
|
TYPE OF REPORTING PERSON
OO
|
This Amendment No. 9 (this “Amendment”) amends and supplements item number 4 of the statement on Schedule 13D, dated March 23, 2007 (as amended and supplemented, the “Statement”), previously filed with the Securities and Exchange Commission on March 26, 2007 by OCM Principal Opportunities Fund IV, L.P., OCM Principal Opportunities Fund IV GP, L.P., OCM Principal Opportunities Fund IV GP Ltd., Oaktree Capital Management, LLC, MTS Health Investors II, L.P., MTS Health Investors II GP, L.P, and MTS Health Investors Holdings GP Holdings, LLC. Other than as set forth in this Amendment, all other information in the Statement remains accurate and in effect. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement.
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby supplemented to add the following information at the end of this item:
On January 22, 2016, the Sellers and the Purchaser entered into Amendment No. 2 to the Purchase Agreement, which (i) modifies the section of the Purchase Agreement that governs the sharing of fees and expenses between the parties and (ii) automatically extends the February 29, 2016 outside date for the Closing by thirty (30) days if, on such date, the condition that certain regulatory approvals be obtained is the only condition to Closing that has not been satisfied, or is not capable of being satisfied.
Item 7.
|
Material to be Filed as Exhibits.
|
The following are filed herewith as Exhibits to this Statement:
Exhibit 1
|
Amendment No. 2 to Stock Purchase Agreement, dated as of January 22, 2016, by and among OCM Principal Opportunities Fund IV, L.P., MTS Health Investors II, L.P., Alliance-Oaktree Co-Investors, LLC, Alliance-MTS Co-Investors I, LLC, Alliance-MTS Co-Investors II, LLC, Larry C. Buckelew and Fujian Thai Hot Investment Co., Ltd
|
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: January 22, 2016
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
|
||
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its General Partner
|
|
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
|
|
By:
|
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Managing Director
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
||
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.
|
||
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
|
|
By:
|
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Managing Director
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.
|
||
By:
|
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Managing Director
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
||
OAKTREE FUND GP I, L.P.
|
||
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Authorized Signatory
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Authorized Signatory
|
||
OAKTREE CAPITAL I, L.P.
|
||
By:
|
/s/ Martin Boskovich | |
Name: Martin Boskovich
|
||
Title: Managing Director
|
||
By:
|
/s/ Lisa Arakaki | |
Name: Lisa Arakaki
|
||
Title: Managing Director
|
||
OCM HOLDINGS I, LLC
|
||
By:
|
/s/ Martin Boskovich | |
Name: Martin Boskovich
|
||
Title: Managing Director
|
||
By:
|
/s/ Lisa Arakaki | |
Name: Lisa Arakaki
|
||
Title: Managing Director
|
OAKTREE HOLDINGS, LLC
|
||
By:
|
/s/ Martin Boskovich | |
Name: Martin Boskovich
|
||
Title: Managing Director
|
||
By:
|
/s/ Lisa Arakaki | |
Name: Lisa Arakaki
|
||
Title: Managing Director
|
||
OAKTREE CAPITAL GROUP, LLC
|
||
By:
|
/s/ Martin Boskovich | |
Name: Martin Boskovich
|
||
Title: Managing Director
|
||
By:
|
/s/ Lisa Arakaki | |
Name: Lisa Arakaki
|
||
Title: Managing Director
|
||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
||
By:
|
/s/ Martin Boskovich | |
Name: Martin Boskovich
|
||
Title: Managing Director
|
||
By:
|
/s/ Lisa Arakaki | |
Name: Lisa Arakaki
|
||
Title: Managing Director
|
||
MTS HEALTH INVESTORS II, L.P.
|
||
By:
|
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
|
|
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis Lane
|
|
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
MTS HEALTH INVESTORS II GP, LLC
|
||
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis Lane
|
|
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
||
MTS HEALTH INVESTORS II GP HOLDINGS, LLC
|
||
By:
|
/s/ Curtis Lane
|
|
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
||
ALLIANCE-OAKTREE CO- INVESTORS, LLC
|
||
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its Managing Member
|
|
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
|
|
By:
|
OAKTREE CAPITAL MANAGEMENT, L.P., the Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Managing Director
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
ALLIANCE-MTS CO-INVESTORS I, LLC
|
||
By:
|
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
|
|
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis Lane
|
|
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
||
ALLIANCE-MTS CO-INVESTORS II, LLC
|
||
By:
|
MTS HEALTH INVESTORS II GP,
LLC, its General Partner
|
|
By:
|
MTS HEALTH INVESTORS II GP
HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis Lane
|
|
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
Exhibit 1
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 22, 2016, by and among 福建泰禾投资有限公司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Purchaser”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”), Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors II”), and Larry C. Buckelew (“Buckelew” and, together with OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, the “Sellers”).
RECITALS
WHEREAS, the Purchaser and the Sellers are party to that certain Stock Purchase Agreement, dated September 16, 2015 (as amended on January 6, 2016, the “Stock Purchase Agreement”);
WHEREAS, Section 8.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended in a writing signed by the Purchaser and the holders of a majority of shares owned by the Sellers;
WHEREAS, the Purchaser and the Sellers desire to amend the Stock Purchase Agreement as set forth in this Amendment; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The following proviso shall be added to the end of Section 7.1(b) of the Stock Purchase Agreement:
“; provided, however, that if on the Termination Date the conditions set forth in Section 6.1(d) (PRC Filings/Registrations) shall not have been satisfied but all other conditions to Closing shall be satisfied or shall be capable of being satisfied upon satisfaction of the conditions to Closing set forth in such Section 6.1(d), then the Termination Date shall automatically be extended for an additional thirty (30) days”
2. Section 8.7 of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following:
“Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses. In addition, the parties agree that (i) all filing/registration fees in connection with any filing/registration under the DPA, the HSR Act and with the NDRC, MOFCOM and a SAFE Designated Bank shall be borne 50% by the Purchaser, on one hand, and 50% by the Sellers, on the other hand and (ii) Specified Expenses (as defined below) and the Amendment Fee (as defined below) shall be allocated among the Sellers, on one hand, and the Purchaser, on the other hand, as follows: (x) the Purchaser shall pay Specified Expenses and the Amendment Fee in an amount equal to (A) the sum of $1,250,000, plus the product obtained by multiplying (1) the excess of the total amount of Specified Expenses and the Amendment Fee, less $1,250,000, by (2) 50%, (B) less the Amendment Fee multiplied by 10%; and (y) the Sellers shall pay Specified Expenses and the Amendment Fee in an amount equal to (I) the product obtained by multiplying (a) the total amount of Specified Expenses and the Amendment Fee, less $1,250,000, by (b) 50%, plus (II) the Amendment Fee multiplied by 10%, less (III) $600,000, representing the difference between $1,100,000 and the actual amount of any agent fee (but not the Amendment Fee) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above (the “Agent Fee”). For purposes hereof, (i) “Specified Expenses” means the sum of (a) all reasonable and documented third-party fees and expenses payable by the Company in connection the transactions contemplated hereby in excess of $1,000,000 (but excluding the Amendment Fee and the fees and expenses described in clause (b) below) and (b) all reasonable and documented third-party fees and expenses (including the Agent Fee but excluding the Amendment Fee) incurred by the Company in connection with the waivers, consents or amendment of the Credit Agreement contemplated by Section 6.1(e) above, it being acknowledged and agreed by the parties that the Agent Fee shall be deemed to equal $1,100,000 for purposes of this definition and (ii) the “Amendment Fee” means $24,903,439.56. Each Seller hereby acknowledges and agrees that it shall bear its pro rata share of the expenses payable by the Sellers pursuant to this Section 8.7.”
3. Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Stock Purchase Agreement are and shall continue to be in full force and effect in accordance with their respective terms.
4. After the date hereof, all references in the Stock Purchase Agreement to “this Agreement,” “the transactions contemplated by this Agreement,” the Stock Purchase Agreement and phrases of similar import, shall refer to the Stock Purchase Agreement as amended by this Amendment (it being understood that all references to “the date hereof” or “the date of this Agreement” in the Stock Purchase Agreement shall continue to refer to September 16, 2015).
5. The provisions of Article VIII (Miscellaneous) of the Stock Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Stock Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed or caused this Amendment No. 2 to Stock Purchase Agreement to be executed as of the date first written above.
福建泰禾投资有限公司(FUJIAN THAI HOT INVESTMENT CO., LTD)
|
||
By:
|
/s/ Qisen Huang | |
Name: Qisen Huang
|
||
Title: Chairman
|
[Signature Page to Amendment No. 2 to Stock Purchase Agreement]
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
|
||
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its General Partner
|
|
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, LTD., its General Partner
|
|
By:
|
OAKTREE CAPITAL MANAGEMENT, LLC, Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Authorized Signatory
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
||
ALLIANCE-OAKTREE CO-INVESTORS, LLC
|
||
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its Managing Partner
|
|
By:
|
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
|
|
By:
|
OAKTREE CAPITAL MANAGEMENT, LLC, Director
|
|
By:
|
/s/ Michael Harmon | |
Name: Michael Harmon
|
||
Title: Authorized Signatory
|
||
By:
|
/s/ Amy Rice | |
Name: Amy Rice
|
||
Title: Senior Vice President
|
[Signature Page to Amendment No. 2 to Stock Purchase Agreement]
MTS HEALTH INVESTORS II, L.P.
|
||
By:
|
MTS HEALTH INVESTORS II GP, LLC, its General Partner
|
|
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis S. Lane | |
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
||
ALLIANCE-MTS CO-INVESTORS I, LLC
|
||
By:
|
MTS HEALTH INVESTORS II GP, L.P., its Managing Member
|
|
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis S. Lane | |
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
||
ALLIANCE-MTS CO-INVESTORS II, LLC
|
||
By:
|
MTS HEALTH INVESTORS II GP, L.P., its Managing Member
|
|
By:
|
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
|
|
By:
|
/s/ Curtis S. Lane | |
Name: Curtis S. Lane
|
||
Title: Senior Managing Director
|
[Signature Page to Amendment No. 2 to Stock Purchase Agreement]
By:
|
/s/ Larry C. Buckelew | |
Name: Larry C. Buckelew
|
[Signature Page to Amendment No. 2 to Stock Purchase Agreement]
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