Form SC 13D/A Nexeo Solutions, Inc. Filed by: First Pacific Advisors, LLC

September 20, 2017 6:03 AM

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

NEXEO SOLUTIONS, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title and Class of Securities)

65342H102

(CUSIP Number)

J. Richard Atwood

First Pacific Advisors, LLC

11601 Wilshire Blvd.

Suite 1200

Los Angeles, CA 90025

(310) 473-0225

with a copy to:

Douglas A. Rappaport, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-1000

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

September 13, 2017

(Date of Event Which Requires Filing of 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.  ☐

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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)

 

 

 


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

First Pacific Advisors, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

25,618,557 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,618,557 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,618,557 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

28.7% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

IA, OO

 

(1) Includes 89,388 shares of common stock of Nexeo Solutions, Inc. (the “Issuer”) underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Crescent Fund, a series of FPA Funds Trust

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

21,605,125

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

21,605,125

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

21,605,125

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

24.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

IV

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

816,923

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

816,923

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

816,923

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.9% (1)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Select Drawdown Fund, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

1,775,556

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

1,775,556

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

1,775,556

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

2.0% (1)

(14)  

Type of Reporting Person (See Instructions):

 

PN

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Select Fund, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

148,987

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

148,987

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

148,987

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

PN

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

280,167 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

280,167 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

280,167 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.3% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

OO

 

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Select Maple Fund, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

182,067

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

182,067

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

182,067

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

PN

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

FPA Select Fund II, L.P.

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

WC

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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

 

163,339

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

163,339

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

163,339

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

0.2% (1)

(14)  

Type of Reporting Person (See Instructions):

 

PN

 

(1) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

J. Richard Atwood

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

25,618,557 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,618,557 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,618,557 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

28.7% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

Steven T. Romick

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

25,618,557 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,618,557 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,618,557 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

28.7% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

Brian A. Selmo

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  (6)  

Citizenship or Place of Organization:

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

25,618,557 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,618,557 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,618,557 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

28.7% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Schedule 13D

 

CUSIP No. 65342H102  

 

  (1)   

Name of Reporting Persons:

 

Mark Landecker

  (2)  

Check the Appropriate Box if a Member of a Group (See Instructions):

(a)  ☐        (b)  ☐

 

  (3)  

SEC Use Only:

 

  (4)  

Source of Funds (See Instructions):

 

OO

  (5)  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

 

  (6)  

Citizenship or Place of Organization:

 

Canada

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 

     (7)    

Sole Voting Power

 

0

     (8)   

Shared Voting Power

 

25,618,557 (1)

     (9)   

Sole Dispositive Power

 

0

   (10)   

Shared Dispositive Power

 

25,618,557 (1)

(11)  

Aggregate Amount Beneficially Owned by Each Reporting Person:

 

25,618,557 (1)

(12)  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

 

(13)  

Percent of Class Represented by Amount in Row (11):

 

28.7% (1)(2)

(14)  

Type of Reporting Person (See Instructions):

 

IN, HC

 

(1) Includes 89,388 shares of common stock of the Issuer underlying warrants. See Items 4 and 5 for disclosure regarding securities of the Issuer held directly by WLRS Fund I LLC.


(2) Based on 89,325,806 shares of the Issuer’s common stock outstanding as of August 4, 2017, according to the Issuer’s Form 10-Q filed with the SEC on August 9, 2017.


Amendment No. 2 to Schedule 13D

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by First Pacific Advisors, LLC, FPA Crescent Fund, a series of FPA Funds Trust, FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC, FPA Select Drawdown Fund, L.P., FPA Select Fund, a series of FPA Hawkeye Fund, LLC, FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC, J. Richard Atwood, Steven T. Romick, Brian A. Selmo, and Mark Landecker on June 20, 2016, as amended by Amendment No. 1 filed on August 24, 2017. This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of Schedule 13D is hereby amended and restated in its entirety as follows:

The aggregate purchase price (inclusive of commissions) of the securities of the Issuer reported herein was $208,873,288.35. The securities of the Issuer reported herein were purchased with the working capital of investment advisory clients of FPA, including the working capital of FPA Crescent Fund, FPA Global Opportunity, FPA Select Drawdown, FPA Select, FPA Value Partners, FPA Select Maple, FPA Select II and the Managed Accounts.

 

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

On September 13, 2017, the Issuer’s Board of Directors (the “Board”) increased its size to ten members and appointed Brian A. Selmo to the Board to fill the vacancy created by such increase. Mr. Selmo was appointed as a Class II director with his term expiring at the Issuer’s 2018 annual meeting of stockholders. The Board has not yet appointed Mr. Selmo to serve on any committees of the Board.

The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer, engage in any hedging or similar transactions with respect to the Issuer’s securities, or may determine to sell or otherwise dispose of all or some of the Issuer’s securities in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

Going forward, the Reporting Persons may have conversations with members of the Issuer’s management team and members of the Issuer’s Board regarding multiple topics, including, but not limited to, general business operations and strategic alternatives to promote long-term value for the benefit of all shareholders. The Reporting Persons may engage in communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of this Schedule 13D is hereby amended and restated in its entirety as follows:

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.


Set forth below is the aggregate number of shares of Common Stock directly held, as of the date hereof, by each of the following FPA investment advisory clients and by WLRS Fund.

 

Holder

  

Total Number of Shares

FPA Crescent Fund    20,123,426 shares of Common Stock (including 17,691,717 PIPE Shares and 2,431,709 Founder Shares)
Managed Accounts    646,393 shares of Common Stock (including 568,283 PIPE Shares and 78,110 Founder Shares)
FPA Global Opportunity    816,923 shares of Common Stock (including 138,224 Commitment Agreement Founder Shares and 8,272 Commitment Agreement Exchange Shares)
FPA Select Drawdown    1,775,556 shares of Common Stock (including 251,058 Commitment Agreement Founder Shares and 15,026 Commitment Agreement Exchange Shares)
FPA Select    148,987 shares of Common Stock (including 16,799 Commitment Agreement Founder Shares and 1,005 Commitment Agreement Exchange Shares)
FPA Value Partners    280,167(1) shares of Common Stock (including 25,796 Commitment Agreement Founder Shares and 1,544 Commitment Agreement Exchange Shares)
FPA Select Maple    182,067 shares of Common Stock
FPA Select II    163,339 shares of Common Stock
WLRS Fund    1,481,699 (including 1,256,166 LLC Founder Shares and 225,533 LLC Exchange Shares)

 

(1) Such share amount includes 89,388 shares of Common Stock underlying warrants issued pursuant to a Warrant Agreement, dated June 5, 2014, by and between WL Ross Holding and Continental Stock Transfer & Trust Company (the “Warrant Agreement”) that may be exercised 30 days following the closing of the Business Combination for an exercise price of $11.50 per share and expire five years following the closing of the Business Combination.

As the investment adviser of FPA Crescent Fund, the Managed Accounts and the Private Investment Funds (collectively, the “FPA Clients”), FPA may be deemed to share voting and/or investment power over the securities of the Issuer held by the FPA Clients and therefore may be deemed to beneficially own such securities. In addition, as the investment adviser to members of WLRS Fund, FPA may be deemed to share investment power over the securities of the Issuer held by WLRS Fund due such members’ approval right with respect to transfers of the securities of the Issuer held by WLRS Fund, and therefore FPA may be deemed to beneficially own such securities. As members of WLRS Fund, FPA Crescent Fund and the Managed Accounts may also be deemed to share investment power over the securities of the Issuer held by WLRS Fund due to such approval right, and therefore FPA Crescent Fund and the Managed Accounts may be deemed to beneficially own such securities.

(c) Except as set forth in Exhibit 99.1 attached hereto or previously disclosed in this Schedule 13D, as amended, there have been no transactions in securities of the Issuer during the 60 days prior to the date hereof by any of the Reporting Persons.


(d) The disclosure regarding the relationship between the Reporting Persons in Item 2(c) of this Schedule 13D is incorporated by reference herein. The limited partners of (or investors in) each of the FPA Clients for which FPA acts as general partner, managing member and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in their respective funds.

(e) Not applicable.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit

  

Description

99.1    Transactions in securities of the Issuer effected in the past 60 days.


SIGNATURE

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

Dated as of September 19, 2017

 

First Pacific Advisors, LLC
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

FPA Crescent Fund, a series of FPA Funds Trust
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   President

 

FPA Global Opportunity Fund, a series of FPA Hawkeye Fund, LLC
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

FPA Select Drawdown Fund, L.P.
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

FPA Select Fund, L.P.
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner


FPA Value Partners Fund, a series of FPA Hawkeye Fund, LLC
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

FPA Select Maple Fund, L.P.
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

FPA Select Fund II, L.P.
By:   First Pacific Advisors, LLC, its investment adviser
By:   /s/ J. Richard Atwood
Name:   J. Richard Atwood
Title:   Managing Partner

 

J. Richard Atwood
By:   /s/ J. Richard Atwood

 

Steven T. Romick
By:   /s/ Steven T. Romick

 

Brian A. Selmo
By:   /s/ Brian A. Selmo

 

Mark Landecker
By:   /s/ Mark Landecker

Exhibit 99.1

TRANSACTIONS

Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons or on behalf of the Reporting Persons with respect to securities of the Issuer effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on September 18, 2017. All such transactions were purchases of securities of the Issuer effected in the open market, and the table includes commissions paid in per share prices.

 

Fund

   Trade Date      Buy/(Sell)    Shares      Unit Cost     Security  

FPA Select Maple

     8/25/2017      Buy      22,497      $ 7.25       Common Stock  

FPA Select II

     8/25/2017      Buy      50,182      $ 7.25       Common Stock  

FPA Select

     8/25/2017      Buy      16,887      $ 7.25       Common Stock  

FPA Select Drawdown

     8/25/2017      Buy      143,746      $ 7.25       Common Stock  

FPA Value Partners

     8/25/2017      Buy      16,688      $ 7.25       Common Stock  

FPA Select Maple

     8/31/2017      Buy      41,900      $ 7.00       Common Stock  

FPA Select II

     8/31/2017      Buy      6,937      $ 7.00       Common Stock  

FPA Select

     8/31/2017      Buy      32,816      $ 7.00       Common Stock  

FPA Select Drawdown

     8/31/2017      Buy      148,026      $ 7.00       Common Stock  

FPA Value Partners

     8/31/2017      Buy      21,631      $ 7.00       Common Stock  

FPA Select II

     9/08/2017      Buy      37,682      $ 7.0834 (1)     Common Stock  

FPA Select II

     9/11/2017      Buy      5,318      $ 7.1315 (2)      Common Stock  

FPA Select II

     9/12/2017      Buy      18,700      $ 7.1272 (2)      Common Stock  

 

(1) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.02 to $7.12, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2).
(2) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.12 to $7.14, inclusive

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SEC Filings