Form SC 13D/A CISION LTD. Filed by: Canyon Holdings (Cayman), L.P.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CISION LTD.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G1992S 109
(CUSIP Number)
Canyon Holdings (Cayman), L.P.
c/o GTCR Investment X AIV Ltd.
300 N. LaSalle Street
Suite 5600
Chicago, Illinois 60654
Attention: Jeffrey S. Wright
(312) 382-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
COPY TO:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 N. LaSalle Street
Chicago, Illinois 60654
(312) 862-2000
May 18, 2018
(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. ¨
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).
| CUSIP No. G1992S 109 |
| (1) |
Names of reporting persons
Canyon Holdings (Cayman), L.P.
| |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Source of funds (see instructions)
OO
| |||||
| (5) |
Check box if disclosure of legal proceedings is required pursuant to Items 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
| ||||
| (8) |
Shared voting power
78,866,338
| |||||
| (9) |
Sole dispositive power
| |||||
| (10) |
Shared dispositive power
78,866,338
| |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
78,866,338
| |||||
| (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)
60.45%
| |||||
| (14) |
Type of reporting person (see instructions)
PN
| |||||
| CUSIP No. G1992S 109 |
| (1) |
Names of reporting persons
Canyon Partners, Ltd.
| |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Source of funds (see instructions)
OO
| |||||
| (5) |
Check box if disclosure of legal proceedings is required pursuant to Items 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
| ||||
| (8) |
Shared voting power
78,866,338
| |||||
| (9) |
Sole dispositive power
| |||||
| (10) |
Shared dispositive power
78,866,338
| |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
78,866,338
| |||||
| (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)
60.45%
| |||||
| (14) |
Type of reporting person (see instructions)
OO
| |||||
| CUSIP No. G1992S 109 |
| (1) |
Names of reporting persons
GTCR Investment X AIV Ltd.
| |||||
| (2) |
Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
| |||||
| (3) |
SEC use only
| |||||
| (4) |
Source of funds (see instructions)
OO
| |||||
| (5) |
Check box if disclosure of legal proceedings is required pursuant to Items 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
| ||||
| (8) |
Shared voting power
78,866,338
| |||||
| (9) |
Sole dispositive power
| |||||
| (10) |
Shared dispositive power
78,866,338
| |||||
| (11) |
Aggregate amount beneficially owned by each reporting person
78,866,338
| |||||
| (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)
60.45%
| |||||
| (14) |
Type of reporting person (see instructions)
OO
| |||||
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2017, as amended by Amendment No. 1 filed with the SEC on November 8, 2017 and as further amended by Amendment No. 2 filed with the SEC on March 26, 2018 (as amended, the “Original Schedule 13D”). Except as set forth herein, the Original Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 6 of this Schedule 13D is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a) and 5(b) of the Original Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The following information is as of the date hereof and assumes there are 130,470,775 Ordinary Shares outstanding based on the number of Ordinary Shares reported outstanding in the Issuer’s Current Report on Form 8-K filed with the SEC on May 18, 2018.
Holdings is the direct beneficial owner of 78,866,338 Ordinary Shares. The Ordinary Shares held by Holdings represent approximately 60.45% of the Ordinary Shares outstanding as of the date of this Statement.
Canyon Partners, by virtue of its being the general partner of Holdings, may be deemed to possess indirect beneficial ownership of 78,866,338 Ordinary Shares. The Ordinary Shares which may be deemed to be beneficially owned by Canyon Partners represent approximately 60.45% of the Ordinary Shares outstanding as of the date of this Statement.
GTCR AIV, by virtue of its being the sole shareholder of Canyon Partners, may be deemed to possess indirect beneficial ownership of 78,866,338 Ordinary Shares. The Ordinary Shares which may be deemed to be beneficially owned by GTCR AIV represent approximately 60.45% of the Ordinary Shares outstanding as of the date of this Statement.
Decisions of GTCR AIV with respect to the voting and disposition of the Ordinary Shares are made by a vote of a majority of its directors, and, as a result, no single person has voting or dispositive authority over such securities. Messrs. Philip A. Canfield, David A. Donnini, Collin E. Roche, Craig A. Bondy, Constantine S. Mihas, Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, Benjamin J. Daverman and Lawrence C. Fey are each managing directors of GTCR LLC, which provides management services to GTCR AIV, and each disclaims beneficial ownership of the securities held by GTCR AIV, except to the extent of his pecuniary interest in such securities. The filing of this Statement shall not be construed as an admission that any such individual is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
(b) By virtue of the relationship among the Reporting Persons described in Item 2 of the Original Schedule 13D, each such Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the 78,866,338 Ordinary Shares as set forth in rows 7 through 13 of the cover pages of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Original Schedule 13D is hereby amended by inserting the following as a new paragraph at the end of Item 6:
Tender of Warrants in Exchange Offer
On April 17, 2018, the Issuer announced the commencement of (i) its offer to each holder of its Warrants to receive 0.26 Ordinary Shares in exchange for each Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), and (ii) the solicitation of consents (the “Consent Solicitation”) from holders of the Warrants to amend the Amended and Restated Warrant Agreement, dated as of October 17, 2017, by and between the Issuer and Continental Stock Transfer & Trust Company, which governs all of the Warrants, to permit the Issuer to require that each outstanding Warrant be converted into 0.234 Ordinary Shares.
In connection with the Offer and Consent Solicitation, Holdings tendered all Warrants held by it. The Offer and Consent Solicitation expired at 11:59 p.m. Eastern Daylight time on May 15, 2018. On May 18, 2018, the Issuer accepted for exchange all validly tendered Warrants and issued Ordinary Shares in exchange. Holdings tendered 2,032,043 Warrants and received 528,331 Ordinary Shares plus a cash payment of $2.48 in lieu of fractional Ordinary Shares. As a result of Holdings’ participation in the Offer and Consent Solicitation, none of the Reporting Persons own or may be deemed to have any beneficial interest in any Warrants.
The Offer and Consent Solicitation were made pursuant to, and Holdings tendered its Warrants in accordance with the terms set forth in, a Prospectus/Offer to Exchange and related Letter of Transmittal. This summary of the Offer and Consent Solicitation is qualified in its entirety by reference to the Prospectus/Offer to Exchange and related Letter of Transmittal, each of which is filed as an exhibit hereto and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Joint Filing Agreement among the Reporting Persons, dated as of May 22, 2018. | |
| Exhibit 2 | Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A) to the Issuer’s Amendment No. 3 to Schedule TO, filed with the SEC on May 16, 2018). | |
| Exhibit 3 | Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Issuer’s Amendment No. 3 to Schedule TO, filed with the SEC on May 16, 2018). |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: May 22, 2018
| Canyon Holdings (Cayman), L.P. | |||
| By: | Canyon Partners, Ltd. | ||
| Its: | General Partner | ||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||
| CANYON PARTNERS, LTD. | |||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||
| GTCR INVESTMENT X AIV LTD. | |||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||
Exhibit 1
SCHEDULE 13D JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: May 22, 2018
| CANYON HOLDINGS (CAYMAN), L.P. | |||
| By: | Canyon Partners, Ltd. | ||
| Its: | General Partner | ||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||
| CANYON PARTNERS, LTD. | |||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||
| GTCR INVESTMENT X AIV LTD. | |||
| By: | /s/ Jeffrey S. Wright | ||
| Name: | Jeffrey S. Wright | ||
| Its: | Appointed Officer | ||