UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 4, 2016
AFFINION GROUP HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-55577 | 16-1732155 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6 High Ridge Park
Stamford, CT 06905
(Address of Principal Executive Offices)
(203) 956-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
AFFINION GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 333-133895 | 16-1732152 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6 High Ridge Park
Stamford, CT 06905
(Address of Principal Executive Offices)
(203) 956-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to the Shareholders Agreement
On October 4, 2016, Affinion Group Holdings, Inc. (“Affinion Holdings”), together with the requisite investors, entered into an Amendment (the “Amendment”) to that certain Shareholders Agreement, dated as of November 9, 2015 (the “Shareholders Agreement”), by and among Affinion Holdings and the investors party thereto. The Amendment amended the terms of the Shareholders Agreement to change the size of the board of directors of Affinion Holdings from five (5) to six (6) directors.
On July 19, 2016, the requisite investors executed a written consent approving the Amendment. In order for the Amendment to become effective, Affinion Holdings was required to file with the Securities and Exchange Commission an Information Statement on Schedule 14C (the “Information Statement”) and mail the Information Statement to holders of its Common Stock, par value $0.01 per share (the “Common Stock”), at least 20 calendar days prior to the effective date. The Information Statement was filed on August 2, 2016 and mailed to holders of the Common Stock on August 4, 2016 and accordingly, more than the requisite 20 calendar days have passed, and the Amendment was entered into and effective as of October 4, 2016.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
Director Appointment
On and effective as of October 4, 2016, the boards of directors of each of Affinion Holdings and Affinion Group, Inc. (“Affinion Group”) appointed Mr. Mark R. Vondrasek to serve as a member of the boards of directors of Affinion Holdings and Affinion Group to fill the newly created directorship resulting from the increase in the authorized number of directors due to the Amendment. In the case of the board of directors of Affinion Holdings, Mr. Vondrasek was appointed as a Class I director and will serve until the first annual meeting of stockholders following November 9, 2015. In addition, Mr. Vondrasek was appointed to serve as a member of the audit committee and the compensation committee of the boards of directors of Affinion Holdings and Affinion Group.
Mr. Vondrasek currently serves as a consultant for Marriott International, Inc. (“Marriott”). Previously, he served as Senior Vice President, Commercial Services of Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), until Starwood and Marriott merged in September 2016, where he oversaw the Starwood Sales Organization and Revenue Management globally, in addition to Distribution, Loyalty and Partnerships.
In accordance with the Shareholders Agreement, Mr. Vondrasek, as a non-employee director, will be entitled to receive cash compensation in an amount equal to $100,000 per year and equity compensation in an amount equal to $70,000 per year. In addition, Mr. Vondrasek will be entitled to an additional $30,000 in cash compensation per year for serving on the audit committee of the boards of directors of Affinion Holdings and Affinion Group.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Number |
Exhibit |
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| 10.1 | Amendment No. 1, dated as of October 4, 2016, to the Shareholders Agreement, dated as of November 9, 2015, by and among Affinion Group Holdings, Inc. and the investors party thereto. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFINION GROUP HOLDINGS, INC. | ||||||
| Date: October 4, 2016 | By: |
/s/ Gregory S. Miller |
||||
| Name: | Gregory S. Miller | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| AFFINION GROUP, INC. | ||||||
| Date: October 4, 2016 | By: |
/s/ Gregory S. Miller |
||||
| Name: | Gregory S. Miller | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
|
Number |
Exhibit |
|
| 10.1 | Amendment No. 1, dated as of October 4, 2016, to the Shareholders Agreement, dated as of November 9, 2015, by and among Affinion Group Holdings, Inc. and the investors party thereto. | |
EXHIBIT 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO THE SHAREHOLDERS AGREEMENT
This Amendment (this “ Amendment ”) dated as of October 4, 2016, is made by Affinion Group Holdings, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Shareholders Agreement (as defined below).
RECITALS
A. The Company entered into a Shareholders Agreement, dated as of November 9, 2015, with the investors party thereto (the “ Shareholders Agreement ”), to which various investors executed joinders in connection with the exchange offers and rights offering of the Company and its subsidiaries which were consummated on November 9, 2015.
B. Pursuant to Sections 2.1(b)(i) and 6.11(c) of the Shareholders Agreement, prior to a Public Listing the Company is obligated to take all necessary action to cause the Board to be comprised of five (5) directors.
C. The Company desires to amend Section 2.1(b)(i) of the Shareholders Agreement to change the size of the Board to six (6) directors.
D. The holders of Outstanding Company Common Stock whose approval constitutes a Stockholder Majority Vote have consented to this Amendment by written consent, effective as of July 19, 2016.
NOW, THEREFORE , in consideration of the covenants and agreements contained herein and in the Shareholders Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment to the Shareholders Agreement .
Section 2.1(b)(i) – Board of Directors – Election of Directors . Section 2.1(b)(i) of the Shareholders Agreement is hereby amended and restated in its entirety as follows:
The board of directors of the Company (the “ Board ”) shall be comprised of six (6) Directors, divided as evenly as possible into three (3) classes of Directors.
2. Miscellaneous .
a. The provisions of Sections 6.3 to 6.7 and 6.11 to 6.19 of the Shareholders Agreement are hereby incorporated by reference, mutatis mutandis , as if such provisions were set forth fully herein.
b. This Amendment, the Shareholders Agreement and the other agreements expressly referenced in the Shareholders Agreement constitute the complete and exclusive statement of agreement among the Company and the Stockholders with respect to the subject matter hereof and supersede all prior written and oral
statements by and among the Company and the Stockholders or any of them, and except as otherwise specifically contemplated by this Amendment or the Shareholders Agreement, no representation, statement, or condition or warranty not contained in this Amendment or the Shareholders Agreement will be binding on the Stockholders or the Company or have any force or effect whatsoever.
c. Except as specifically amended hereby, the Shareholders Agreement shall remain in full force and effect.
* * * * *
IN WITNESS WHEREOF , this Amendment is executed by the undersigned to be effective as of the date first written above.
| THE COMPANY: | ||
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AFFINION GROUP HOLDINGS, INC. |
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| By: | /s/ Gregory S. Miller | |
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Name: Gregory S. Miller |
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Title: Executive Vice President and Chief Financial Officer |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
| Allianz Global Investors | ||
| By: | /s/ William Stickney | |
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Name: William Stickney |
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Title: Managing Director |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
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EMPYREAN CAPITAL FUND, LP |
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| By: | /s/ C. Martin Meekins | |
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Name: C. Martin Meekins |
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Title: Authorized Person |
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EMPYREAN CAPITAL MASTER OVERSEAS FUND, LTD. |
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| By: | /s/ C. Martin Meekins | |
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Name: C. Martin Meekins |
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Title: Authorized Person |
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EMPYREAN CAPITAL FUND, LP |
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By: |
/s/ C. Martin Meekins | |
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Name: C. Martin Meekins |
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Title: Authorized Person |
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P EMP LTD. |
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By: |
/s/ C. Martin Meekins | |
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Name: C. Martin Meekins |
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Title: Authorized Person |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
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PENNANTPARK CREDIT OPPORTUNITIES FUND II, LP |
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| By: | /s/ Arthur H. Penn | |
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| Name: Arthur H. Penn | ||
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Title: Managing Member of PennantPark Capital, LLC, which is the General Partner of the Fund |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
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INVESTORS: |
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PENNANTPARK FLOATING RATE CAPITAL LTD. |
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By: |
/s/ Arthur H. Penn | |
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| Name: Arthur H. Penn | ||
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Title: Chief Executive Officer |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
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PENNANTPARK INVESTMENT CORPORATION |
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By: |
/s/ Arthur H. Penn | |
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| Name: Arthur H. Penn | ||
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Title: Chief Executive Officer |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
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Third Avenue Trust, on behalf of the Third Avenue Focused Credit Fund |
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By: |
/s/ W. James Hall | |
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| Name: W. James Hall | ||
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Title: President |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]
| INVESTORS: | ||
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WINGSPAN MASTER FUND, LP |
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By: |
Wingspan GP, LLC, its general partner |
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| By: | /s/ Brendan Driscoll | |
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| Name: Brendan Driscoll | ||
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Title: COO/CFO |
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[ Signature Page to Amendment No. 1 to the Shareholders Agreement ]