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Form SC 13G YETI Holdings, Inc. Filed by: Cortec Management V, LLC

February 7, 2019 5:02 PM

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

YETI Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

98585X 104

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 98585X 104

 

 

1.

Names of Reporting Persons
Cortec Management V, LLC

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
41,476,740

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
41,476,740

 

8.

Shared Dispositive Power
3,489,714

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
44,966,454

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
53.4%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Cortec Group Fund V, L.P.

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
41,476,740

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
49.3%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Cortec Co-Investment Fund V, LLC

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
953,965

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
953,965

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
953,965

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Cortec Management V (Co-Invest), LLC

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,535,749

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
2,535,749

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,535,749

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Cortec Group Fund V (Parallel), L.P.

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,535,749

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

6


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Roy J. Seiders

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
8,684,062

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
8,684,062

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,684,062

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

7


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
RJS ICE Management, LLC

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
8,684,062

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
8,684,062

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,684,062

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
10.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

8


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
RJS Ice, L.P.

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
428,050

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
428,050

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
428,050

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.5%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
RJS Ice 2, LP

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
8,256,012

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
8,256,012

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,256,012

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.8%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

10


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
Ryan R. Seiders

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,742,714

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
7,742,714

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,742,714

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.2%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

11


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
RRS ICE Management, LLC

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,742,714

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
7,742,714

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,742,714

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

12


 

CUSIP No. 98585X 104

 

 

1.

Names of Reporting Persons
RRS Ice 2, LP

 

 

2.

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

 

 

(a)

x

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Texas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,742,714

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
7,742,714

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,742,714

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  x

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

13


 

Item 1.

 

(a)

Name of Issuer
YETI Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
7601 Southwest Parkway, Austin, Texas 78735

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship

(i)        Cortec Management V, LLC
c/o Cortec Group Inc., 140 East 45
th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(ii)       Cortec Group Fund V, L.P.
c/o Cortec Group Inc., 140 East 45
th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited partnership

(iii)      Cortec Co-Investment Fund V, LLC
c/o Cortec Group Inc., 140 East 45
th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(iv)      Cortec Management V (Co-Invest), LLC
c/o Cortec Group Inc., 140 East 45
th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited liability company

(v)       Cortec Group Fund V (Parallel), L.P.
c/o Cortec Group Inc., 140 East 45
th Street, 43rd Floor, New York, NY 10017
Citizenship: Delaware limited partnership

(vi)      Roy J. Seiders
P.O. Box 163325, Austin, TX 78716
Citizenship: United States

(vii)     RJS ICE Management, LLC
P.O. Box 163325, Austin, TX 78716
Citizenship: Texas limited liability company

(viii)    RJS Ice, L.P.
P.O. Box 163325, Austin, TX 78716
Citizenship: Texas limited partnership

(ix)      RJS Ice 2, LP
P.O. Box 163325, Austin, TX 78716
Citizenship: Texas limited partnership

(x)       Ryan R. Seiders
P.O. Box 163325, Austin, TX 78716
Citizenship: United States

(xi)      RRS ICE Management, LLC
P.O. Box 163325, Austin, TX 78716
Citizenship: Texas limited liability company

(xii)     RRS Ice 2, LP
P.O. Box 163325, Austin, TX 78716
Citizenship: Texas limited partnership

 

The foregoing persons are collectively referred to herein as the “Reporting Persons.”

 

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (“Common Stock”)

 

(e)

CUSIP Number
98585X 104

 

14


 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

This Item 3 is not applicable.

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

 

(b)

Percent of class:   

 

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

 

 

 

(ii)

Shared power to vote or to direct the vote    

 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

 

 

 

(iv)

Shared power to dispose or to direct the disposition of   

As of December 31, 2018, each of the Reporting Persons’ beneficial ownership was as follows:

(A)                     Cortec Management V, LLC:
Amount beneficially owned: 44,966,454 shares
Percent of class: 53.4%
Sole voting power: 41,476,740 shares
Shared voting power: 0 shares
Sole dispositive power: 41,476,740 shares
Shared dispositive power: 3,489,714 shares

(B)                     Cortec Group Fund V, L.P.:
Amount beneficially owned: 41,476,740 shares
Percent of class: 49.3%
Sole voting power: 0 shares
Shared voting power: 0 shares
Sole dispositive power: 0 shares
Shared dispositive power: 0 shares

(C)                     Cortec Co-Investment Fund V, LLC:
Amount beneficially owned: 953,965 shares
Percent of class: 1.1%
Sole voting power: 953,965 shares
Shared voting power: 0 shares
Sole dispositive power: 0 shares
Shared dispositive power: 953,965 shares

(D)                     Cortec Management V (Co-Invest), LLC:
Amount beneficially owned: 2,535,749 shares
Percent of class: 3.0%
Sole voting power: 2,535,749 shares
Shared voting power: 0 shares
Sole dispositive power: 0 shares
Shared dispositive power: 2,535,749 shares

(E)                      Cortec Group Fund V (Parallel), L.P.:
Amount beneficially owned: 2,535,749 shares
Percent of class: 3.0%
Sole voting power: 0 shares
Shared voting power: 0 shares

 

15


 

 

 

 

Sole dispositive power: 0 shares

Shared dispositive power: 0 shares

(F)                       Roy J. Seiders:
Amount beneficially owned: 8,684,062 shares
Percent of class: 10.3%
Sole voting power: 8,684,062 shares
Shared voting power: 0 shares
Sole dispositive power: 8,684,062 shares
Shared dispositive power: 0 shares

(G)                     RJS ICE Management, LLC:
Amount beneficially owned: 8,684,062 shares
Percent of class: 10.3%
Sole voting power: 8,684,062 shares
Shared voting power: 0 shares
Sole dispositive power: 8,684,062 shares
Shared dispositive power: 0 shares

(H)                    RJS Ice, L.P.:
Amount beneficially owned: 428,050 shares
Percent of class: 0.5%
Sole voting power: 428,050 shares
Shared voting power: 0 shares
Sole dispositive power: 428,050 shares
Shared dispositive power: 0 shares

(I)                         RJS Ice 2, LP:
Amount beneficially owned: 8,256,012 shares
Percent of class: 9.8%
Sole voting power: 8,256,012 shares
Shared voting power: 0 shares
Sole dispositive power: 8,256,012 shares
Shared dispositive power: 0 shares

(J)                         Ryan R. Seiders:
Amount beneficially owned: 7,742,714 shares
Percent of class: 9.2%
Sole voting power: 7,742,714 shares
Shared voting power: 0 shares
Sole dispositive power: 7,742,714 shares
Shared dispositive power: 0 shares

(K)                     RRS ICE Management, LLC:
Amount beneficially owned: 7,742,714 shares
Percent of class: 9.2%
Sole voting power: 7,742,714 shares
Shared voting power: 0 shares
Sole dispositive power: 7,742,714 shares
Shared dispositive power: 0 shares

(L)                      RRS Ice 2, LP:
Amount beneficially owned: 7,742,714 shares
Percent of class: 9.2%
Sole voting power: 7,742,714 shares
Shared voting power: 0 shares
Sole dispositive power: 7,742,714 shares
Shared dispositive power: 0 shares

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

16


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

This Item 7 is not applicable.

 

Item 8.

Identification and Classification of Members of the Group

The Reporting Persons are party to a Voting Agreement, dated as of October 24, 2018 (the “Voting Agreement”). The Voting Agreement requires the Reporting Persons to vote their shares of Common Stock for directors that are designated by a stockholder representative in accordance with the provisions of the Voting Agreement. The Voting Agreement will terminate on the earlier to occur of (i) the parties thereto no longer beneficially owning in the aggregate shares of Common Stock representing greater than 50% of the then-outstanding voting power with respect to the election of the Issuer’s directors or (ii) upon written notice by Cortec Group Fund V, L.P. and its affiliates.  Considering the terms of the Voting Agreement, as of December 31, 2018, each of the Reporting Persons may be deemed to be a member of a “group” that beneficially owns an aggregate of 61,393,230 shares of Common Stock, or 72.9% of the outstanding Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Voting Agreement. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G.

 

Item 9.

Notice of Dissolution of Group

This Item 9 is not applicable.

 

Item 10.

Certification

This Item 10 is not applicable.

 

17


 

Signature

 

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.

 

Dated: February 7, 2019

CORTEC MANAGEMENT V, LLC

 

 

 

By:

/s/ David L. Schnadig

 

 

Name: David L. Schnadig

 

 

Title:   Member

 

 

Dated: February 7, 2019

CORTEC GROUP FUND V, L.P.

 

 

 

By:

CORTEC MANAGEMENT V, LLC,

its general partner

 

 

 

 

By:

/s/ David L. Schnadig

 

 

Name: David L. Schnadig

 

 

Title:   Member

 

 

Dated: February 7, 2019

CORTEC CO-INVESTMENT FUND V, LLC

 

 

 

By:

/s/ David L. Schnadig

 

 

Name: David L. Schnadig

 

 

Title:   Member

 

 

Dated: February 7, 2019

CORTEC MANAGEMENT V (CO-INVEST), LLC

 

 

 

By:

/s/ David L. Schnadig

 

 

Name: David L. Schnadig

 

 

Title:   Member

 

 

Dated: February 7, 2019

CORTEC GROUP FUND V (PARALLEL), L.P.

 

 

 

By:

CORTEC MANAGEMENT V (CO-INVEST), LLC,

its general partner

 

 

 

 

By:

/s/ David L. Schnadig

 

 

Name: David L. Schnadig

 

 

Title:   Member

 

18


 

Dated: February 7, 2019

/s/ Roy J. Seiders

 

Roy J. Seiders

 

 

Dated: February 7, 2019

RJS ICE MANAGEMENT, LLC

 

 

 

By:

/s/ Roy J. Seiders

 

 

Name: Roy J. Seiders

 

 

Title:   Manager

 

 

Dated: February 7, 2019

RJS ICE, LP

 

 

 

By:

RJS ICE MANAGEMENT, LLC,

its general partner

 

 

 

 

By:

/s/ Roy J. Seiders

 

 

Name: Roy J. Seiders

 

 

Title:   Manager

 

 

Dated: February 7, 2019

RJS ICE 2, LP

 

 

 

By:

RJS ICE MANAGEMENT, LLC,

its general partner

 

 

 

 

By:

/s/ Roy J. Seiders

 

 

Name: Roy J. Seiders

 

 

Title:   Manager

 

19


 

Dated: February 7, 2019

/s/ Ryan R. Seiders

 

Ryan R. Seiders

 

 

Dated: February 7, 2019

RRS ICE MANAGEMENT, LLC

 

 

 

By:

/s/ Ryan R. Seiders

 

 

Name: Ryan R. Seiders

 

 

Title:   Manager

 

 

Dated: February 7, 2019

RRS ICE 2, LP

 

 

 

By:

RRS ICE MANAGEMENT, LLC,

its general partner

 

 

 

 

By:

/s/ Ryan R. Seiders

 

 

Name: Ryan R. Seiders

 

 

Title:   Manager

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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Categories

SEC Filings