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SEC Filings

SC 13D
BCPE SEMINOLE HOLDINGS LP filed this Form SC 13D on 09/08/2017
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Page 4 of 8 Pages

In its capacity as the controlling stockholder of the Issuer, the Reporting Person will take an active role in the management and operations of the Issuer, including with respect to the types of matters described in (a) through (j) of Item 4 of Schedule 13D, and other financial, operational and strategic initiatives. The Reporting Person is reviewing and intends to continue to review, on an ongoing and continuing basis, its investment in the securities of the Issuer.

As part of its ongoing review of its investment in the securities of the Issuer, the Reporting Person may from time to time make recommendations to, have discussions with and respond to inquiries from various parties, including, without limitation, the board of directors, management, representatives or other stockholders of the Issuer, other persons and entities, regarding the Issuer’s affairs, business strategies and strategic alternatives.

The Reporting Person may determine to pursue from time to time, subject to applicable law and regulation and depending upon certain factors, including, without limitation, current and anticipated future trading prices of the securities of the Issuer, the financial condition, results of operations and prospects of the Issuer, general economic, financial market and industry conditions, other investment and business opportunities available to the Reporting Person, tax considerations and other factors, various alternatives in respect of its investment in securities of the Issuer, including, without limitation, direct or indirect participation in the types of matters described in (a) through (j) of Item 4 of Schedule 13D. Any transactions or other actions that the Reporting Person may pursue may take place at any time and from time to time without prior notice, subject to applicable law and regulation. There can be no assurance, however, that any such transactions will be pursued or, if pursued, will be consummated by the Reporting Person.

On September 7, 2017, the Issuer announced the appointment of Clifford G. Adlerz as the Issuer’s interim Chief Executive Officer. In connection with Mr. Adlerz’s appointment, on September 8, 2017, the Reporting Person delivered a written consent of stockholder to approve the following actions (the “Stockholder Actions”): (i) increase the size of the board of directors to seven (7) to allow for the appointment of Mr. Adlerz as a Class III director and (ii) approve an amendment and restatement of the Issuer’s certificate of incorporation (the “Charter”) to provide that prior to the Trigger Date (as defined in the Charter), the size of the board of directors shall be determined by, and vacancies and newly created directorships on the board of directors shall be filled by, either a vote of a majority of the then outstanding voting stock or a vote of a majority of the directors then on the board. The Stockholder Actions are expected to take effect on or immediately following 20 calendar days after the mailing of a definitive Information Statement on Schedule 14C to the Issuer’s stockholders.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a) – (b) As of the date hereof, the Reporting Person beneficially owns 42,771,440 shares of Common Stock (assuming conversion of all 310,000 shares of Series A Preferred Stock on the date of this Statement into 16,315,789 shares of Common Stock, based on the initial accrued value of $1,000.00 per share of Series A Preferred Stock divided by the conversion price of $19.00), representing approximately 65.7% of the issued and outstanding Common Stock.

Ownership percentages set forth in this Statement are based upon a total of 48,811,091 shares of Common Stock issued and outstanding as of August 9, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2017 and the assumed conversion of all 320,000 shares of Series A Preferred Stock held by the Reporting Person into 16,315,789 shares of Common Stock.

Voting and dispositive power with respect to the securities reported herein is exercised by Seminole GP. Seminole GP is controlled by its sole member, BCI. The governance, investment strategy and decision making process with respect to the investments held by the Reporting Person is directed by BCI’s Global Private Equity Board. As a result, BCI may be deemed to share voting and dispositive power with respect to all of the securities held by the Reporting Person.

 

(c) Except as described in this Schedule 13D, neither the Reporting Person nor, to the Reporting Person’s knowledge (i) any executive officer or director of the Reporting Person; (ii) any person controlling of such Reporting Person; or (iii) any executive officer or director of any corporation or other person ultimately in control of the Reporting Person, has effected any transactions in the Common Stock during the last sixty days.

 

(d) Except as stated within this Item 5, to the knowledge of the Reporting Person, only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Series A Preferred Stock and Common Stock of the Issuer reported by the Schedule 13D.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The responses to Items 4 and 5 are incorporated herein by reference.

Preferred Stock Purchase Agreement

On August 31, 2017, Holdings purchased 310,000 shares of the Issuer’s 10.00% Series A Convertible Perpetual Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), from the Issuer, pursuant to the Securities Purchase Agreement, dated as of May 9, 2017, by and among Holdings and the Issuer. Holdings paid an aggregate of $310,000,000 in cash for the Series A Preferred Stock.

Each share of Series A Preferred Stock is convertible at any time, at the election of Holdings, into the number of shares of Common Stock equal to the quotient obtained by dividing (a) the Accrued Value (as defined below) of such share of Series A Preferred Stock plus any accrued but uncompounded dividend on such share by (b) the $19.00 conversion price, subject to certain anti-dilution adjustments in accordance with the terms set forth in the Certificate of Designation governing the Series A Preferred Stock (as amended from time to time, the “Series A Preferred COD”). The Series A Preferred Stock is also convertible at the election of the Issuer, if, at any time