AMENDMENT NO. 4 TO SCHEDULE 13D
Item 1.
Security and Issuer
This Amendment No. 4 to Schedule 13D is being filed jointly by (i) Diamond Castle Partners 2014, L.P., a Delaware limited partnership (the “2014 Fund”) and DCP 2014 Deal Leaders Fund, L.P., a Delaware limited partnership (together with the 2014 Fund, the “2014 DC Funds”); (ii) the general partner of each of the 2014 DC Funds, DCP 2014 GP, L.P., a Delaware limited partnership (the “2014 GP”) and the general partner of the 2014 GP, DCP 2014 GP-GP, LLC, a Delaware limited liability company (the “2014 GP-GP”); and (iii) Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush, each as a managing member of 2014 GP-GP, to reflect the consummation of the transaction contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) between the Issuer, W/S Packaging Holdings, Inc., a Delaware corporation (“Parent”), and Monarch Merger Corporation, an Ohio corporation and a wholly-owned subsidiary of Parent (“Sub”). The persons and entities filing this Amendment No. 4 are referred to herein collectively as the “Reporting Persons.”
The Schedule 13D filed with the United States Securities and Exchange Commission on October 12, 2011 and amended on February 3, 2014, November 20, 2014 and February 26, 2019 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 4 (as amended, the “Statement”). This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Third Amendment. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth herein. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Statement.
Item 4.
Purpose of Transaction
The disclosure in Item 4 of this Statement is amended by adding the following to the end thereof:
Consummation of the Transaction Contemplated by the Merger Agreement
As previously disclosed in the Third Amendment, on February 24, 2019, the Issuer entered into the Merger Agreement with Parent and Sub. On July 1, 2019, the transactions contemplated by the Merger Agreement were consummated, including the merger of Sub with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving corporation following the Merger. As a result of the Merger, the Issuer became a wholly-owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, each issued and outstanding share (a “Share”) of common stock of the Issuer was converted into the right to receive $50.00 per Share in cash, without interest, less any applicable withholding taxes. As a result of the foregoing and as of the effective time of the Merger, the Reporting Persons no longer beneficially own any Shares.
Termination of Investor Rights Agreement and Voting and Support Agreement
Upon the effective time of the Merger, the (i) Investor Rights Agreement, dated as of October 3, 2011, among the Issuer and certain of the Reporting Persons and (ii) Voting and Support Agreement, dated as of February 24, 2019, among Parent, Sub and the 2014 DC Funds were terminated.
Resignation of Ari J. Benacerraf from the Issuer’s Board of Directors
Upon the effective time of the Merger, Ari J. Benacerraf resigned from the Board of Directors of the Issuer.
Item 5.
Interests in Securities of the Issuer
The disclosure in Item 5 of this Statement is hereby amended by replacing it in its entirety with the following:
(a)
As of the date hereof and as a result of the Merger, the Reporting Persons do not beneficially own any Shares.
(b)
As of the date hereof and as a result of the Merger, the Reporting Persons do not beneficially own any Shares.
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(c)
Except as described in Item 4 above, the Reporting Persons have not effected any transactions with respect to the Shares within the past 60 days.
(d)
Not applicable.
(e)
As of the date hereof and as a result of the Merger, the 2014 Fund, the 2014 GP, the 2014 GP-GP, Ari J. Benacerraf, Michael W. Ranger and Andrew H. Rush no longer beneficially own more than 5% of the Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Statement is hereby amended by adding the following at the end thereof:
The information set forth in Item 4 of this Statement is hereby incorporated by reference into this Item 6.
Item 7.
Materials to be Filed as Exhibits
The exhibit index is hereby amended by adding the following to the end thereof:
Exhibit 7.12
: Joint Filing Agreement, dated July 3, 2019.
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