SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[Rule 13d-101]
(Amendment No. 1 )
INFORMATION TO BE
INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
METALICO, INC. |
(Name of Issuer) |
|
Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
|
591176102 |
(CUSIP Number) |
|
Jennifer Mello
Vice President
TPG Specialty Lending, Inc.
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
September 11, 2015 |
(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 §240.13d
-7 for other parties to whom copies are to be sent.
(Continued on following
pages)
(Page 1 of 12 Pages)
* 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, as amended (the “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. 591176102 |
13D |
Page 2 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
TPG Specialty Lending, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
|
|
|
|
|
CUSIP No. 591176102 |
13D |
Page 3 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
TPG Group Holdings (SBS) Advisors, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
|
|
|
|
|
CUSIP No. 591176102 |
13D |
Page 4 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
Tarrant Capital Advisors, Inc. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) |
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
|
|
|
|
|
CUSIP No. 591176102 |
13D |
Page 5 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
David Bonderman |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
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
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
|
|
|
|
|
|
CUSIP No. 591176102 |
13D |
Page 6 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
James G. Coulter |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
|
|
|
|
|
|
CUSIP No. 591176102 |
13D |
Page 7 of 12 Pages |
1 |
NAMES OF REPORTING PERSONS
Alan Waxman |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a)
(b) |
☐
☐ |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (see instructions)
OO (See Item 3) |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
7 |
SOLE VOTING POWER
-0- |
8 |
SHARED VOTING POWER
-0- |
9 |
SOLE DISPOSITIVE POWER
-0- |
10 |
SHARED DISPOSITIVE POWER
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (see instructions) |
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0% |
14 |
TYPE OF REPORTING PERSON (see instructions)
IN |
|
|
|
|
|
|
This Amendment No. 1 (this “Amendment”)
amends and supplements the Schedule 13D filed on November 17, 2014 (the “Original Schedule 13D,” and, as amended
and supplemented by this Amendment, the “Schedule 13D”) by the Reporting Persons with respect to the common
stock, par value $0.001 per share (“Common Stock”) of Metalico, Inc., a Delaware corporation (the “Issuer”).
Capitalized terms used herein but not otherwise defined shall have the same meanings ascribed to them in the Original Schedule
13D.
As a result of the transactions disclosed
herein, each of the Reporting Persons beneficially owns less than 5% of the outstanding Common Stock of the Issuer. Consequently,
this Amendment constitutes an “exit filing” with respect to the Schedule 13D for each Reporting Person.
Item 4. Purpose of Transaction
This Amendment supplements Item 4 of the Original
Schedule 13D by inserting the following after the paragraph under the heading “Registrations Rights Agreement.”
Merger
On September 11, 2015, Total Merchant Limited,
a Samoan limited company (“Parent”), acquired control of the Issuer upon consummation of the transactions contemplated
under the Agreement and Plan of Merger, dated as of June 15, 2015, by and among Parent, TM Merger Sub Corp. (“Merger
Sub”) and the Issuer, as amended (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement,
Merger Sub merged with and into the Issuer (the “Merger”) and the Issuer became a wholly owned subsidiary of
Parent. In connection with the consummation of the Merger, Parent caused to be paid to TSL the $3.5 million fee set forth in the
Financing Agreement Amendment in lieu of exercising the Warrant pursuant to the terms of such Warrant. The Warrant was cancelled
as a result, and the Reporting Persons’ right to acquire up to 3,810,146 shares of Common Stock pursuant to the Warrant was
extinguished.
Item 5. Interest in Securities of the Issuer
This Amendment amends and restates the
responses set forth in Items 5(a)-(b) and (e) of the Original Schedule 13D in their entirety as set forth below:
“(a)-(b) As a result of the Merger,
the Warrant was cancelled and the Reporting Persons’ right to acquire up to 3,810,146 shares of Common Stock pursuant to
the Warrant was extinguished. Accordingly, the Reporting Persons no longer beneficially own shares of Common Stock of the Issuer.”
“(e) On September 11, 2015,
as a result of the consummation of the Merger, the Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding
Common Stock.”
Item 7. Material to
Be Filed as Exhibits
1. Agreement of Joint
Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of November 17, 2014, by and among TPG Group Holdings (SBS) Advisors,
Inc., TPG Specialty Lending, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman (previously
filed with the Commission as Exhibit 1 to the Original Schedule 13D filed by TPG Specialty Lending, Inc., TPG Group Holdings (SBS)
Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James G. Coulter and Alan Waxman on November 17, 2014).
2. Second Amendment,
dated October 21, 2014, to Financing Agreement, dated as of November 21, 2013, by and among Metalico, Inc., each of its subsidiaries
signatory thereto, TPG Specialty Lending, Inc. and certain other parties thereto (incorporated by reference to Exhibit 10.11 to
Metalico, Inc.’s Current Report on Form 8-K filed October 21, 2014).
3. Subscription Agreement,
dated as of October 21, 2014, by and between Metalico, Inc. and TPG Specialty Lending, Inc. (incorporated by reference to Exhibit
10.51 to Metalico, Inc.’s Current Report on Form 8-K filed October 21, 2014).
4. Registration Rights
Agreement, dated as of October 21, 2014, among Metalico, Inc. and TPG Specialty Lending, Inc. (incorporated by reference to Exhibit
10.52 to Metalico, Inc.’s Current Report on Form 8-K filed October 21, 2014).
5. Warrant to Purchase
Common Stock, dated as of October 21, 2014, between TPG Specialty Lending, Inc. and Metalico, Inc. (incorporated by reference to
Exhibit 10.53 Metalico, Inc.’s Current Report on Form 8-K filed October 21, 2014).
6. Authorization and
Designation Letter, dated May 20, 2015, by Alan Waxman.
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: September 18,
2015
|
|
|
TPG Specialty Lending, Inc. |
|
|
|
By: /s/ Jennifer Mello |
|
Name:
Jennifer Mello
Title: Vice President
|
|
TPG Group Holdings (SBS) Advisors, Inc. |
|
|
|
By: /s/ Clive Bode |
|
Name: Clive Bode
Title: Vice President |
|
|
|
Tarrant Capital Advisors, Inc. |
|
|
|
By: /s/ Clive Bode |
|
Name: Clive Bode
Title: Vice President |
|
|
|
David Bonderman |
|
|
|
By:/s/ Clive Bode |
|
Name: Clive Bode on behalf of David Bonderman (1) |
|
|
|
James G. Coulter |
|
|
|
By: /s/ Clive Bode |
|
Name: Clive Bode on behalf of James G. Coulter (2) |
|
|
|
|
|
|
|
Alan Waxman |
|
|
|
By: /s/ Jennifer Mello |
|
Name: Jennifer Mello on behalf of Alan Waxman (3) |
| (1) | Clive Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated June 19, 2015, which
was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Bonderman on June 22, 2015
(SEC File No. 005-87680). |
| (2) | Clive Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated June 19, 2015, which
was previously filed with the Commission as an exhibit to an amendment to Schedule 13D filed by Mr. Coulter on June 22, 2015 (SEC
File No. 005-87680). |
| (3) | Jennifer Mello is signing on behalf of Mr. Waxman pursuant to an authorization and designation
letter dated May 20, 2015, which is filed herewith as an exhibit. |
INDEX TO EXHIBITS
Exhibit
Number |
Description of Exhibits |
1 | Agreement of Joint Filing, as required by Rule 13d-1(k)(1) under the Act, dated as of November
17, 2014, by and among TPG Group Holdings (SBS) Advisors, Inc., TPG Specialty Lending, Inc., Tarrant Capital Advisors, Inc., David
Bonderman, James G. Coulter and Alan Waxman (previously filed with the Commission as Exhibit 1 to the Original Schedule 13D filed
by TPG Specialty Lending, Inc., TPG Group Holdings (SBS) Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman, James
G. Coulter and Alan Waxman on November 17, 2014). |
| 2 | Second Amendment, dated October 21, 2014, to Financing Agreement, dated as of November 21, 2013,
by and among Metalico, Inc., each of its subsidiaries signatory thereto, TPG Specialty Lending, Inc. and certain other parties
thereto (incorporated by reference to Exhibit 10.11 to Metalico, Inc.’s Current Report on Form 8-K filed October 21, 2014). |
| 3 | Subscription Agreement, dated as of October 21, 2014, by and between Metalico, Inc. and TPG
Specialty Lending, Inc. (incorporated by reference to Exhibit 10.51 to Metalico, Inc.’s Current Report on Form 8-K filed
October 21, 2014). |
| 4 | Registration Rights Agreement, dated as of October 21, 2014, among Metalico, Inc. and TPG Specialty
Lending, Inc. (incorporated by reference to Exhibit 10.52 to Metalico, Inc.’s Current Report on Form 8-K filed October 21,
2014). |
| 5 | Warrant to Purchase Common Stock, dated as of October 21, 2014, between TPG Specialty Lending,
Inc. and Metalico, Inc. (incorporated by reference to Exhibit 10.53 Metalico, Inc.’s Current Report on Form 8-K filed October
21, 2014). |
| | |
| 6 | Authorization and Designation Letter,
dated May 20, 2015, by Alan Waxman. |
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