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AMERICAN RENAL ASSOCIATES HOLDINGS, INC.

Date Filed : Jan 27, 2021

SEC FORM 4SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number:3235-0287
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CENTERBRIDGE CAPITAL PARTNERS L P

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
American Renal Associates Holdings, Inc. [ ARA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/25/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock01/25/2021J16,893,850D(1)0ISee footnotes(2)(5)
Common Stock01/25/2021J523,697D(1)0ISee footnotes(3)(5)
Common Stock01/25/2021J198,289D(1)0ISee footnotes(4)(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
CENTERBRIDGE CAPITAL PARTNERS L P

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
1. Name and Address of Reporting Person*
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC L P

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Centerbridge Capital Partners SBS, L.P.

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Centerbridge Associates, L.P.

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
CCP SBS GP, LLC

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Centerbridge Cayman GP Ltd.

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Aronson Jeffrey

(Last)(First)(Middle)
375 PARK AVENUE
11TH FLOOR

(Street)
NEW YORKNY10152

(City)(State)(Zip)
Explanation of Responses:
1. The Issuer, IRC Superman Midco, LLC ("Parent") and Superman Merger Sub, Inc., a subsidiary of Parent ("Merger Sub"), are parties to that certain Agreement and Plan of Merger, dated as of October 1, 2020 (the "Merger Agreement"), pursuant to which, among other things, on January 25, 2021, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer was cancelled and converted into a right to receive $11.50 in cash.
2. These shares were held by Centerbridge Capital Partners, L.P. ("Capital Partners").
3. These shares were held by Centerbridge Capital Partners Strategic, L.P. ("Capital Partners Strategic").
4. These shares were held by Centerbridge Capital Partners SBS, L.P. ("Capital Partners SBS," and, collectively with Capital Partners and Capital Partners Strategic, the "Centerbridge Funds").
5. Centerbridge Associates, L.P. is the general partner of each of Capital Partners and Capital Partners Strategic. Centerbridge Cayman GP Ltd. is the general partner of Centerbridge Associates, L.P. CCP SBS GP, LLC is the general partner of Centerbridge Partners SBS. Mark T. Gallogly retired from Centerbridge Partners, L.P. effective December 7, 2020. Jeffrey H. Aronson is the director of Centerbridge Cayman GP Ltd. and managing member of CCP SBS GP, LLC. Each of such Centerbridge entities and Mr. Aronson may be deemed to beneficially own the securities held by the Centerbridge Funds. Except for the Centerbridge Funds with respect to the securities held by such entity, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
CENTERBRIDGE CAPITAL PARTNERS, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge Cayman GP Ltd., its general partner By: /s/ Susanne V. Clark, Authorized Signatory01/27/2021
CENTERBRIDGE CAPITAL PARTNERS STRATEGIC, L.P. By: Centerbridge Associates, L.P., its general partner By: Centerbridge Cayman GP Ltd., its general partner, By: /s/Susanne V. Clark, Authorized Signatory01/27/2021
CENTERBRIDGE CAPITAL PARTNERS SBS, L.P. By: CCP SBS GP, LLC, its general partner, By: /s/ Susanne V. Clark, Authorized Signatory01/27/2021
CENTERBRIDGE ASSOCIATES, L.P. By: Centerbridge Cayman GP Ltd., its general partner By: /s/ Susanne V. Clark, Authorized Signatory01/27/2021
CCP SBS GP, LLC By: /s/ Susanne V. Clark, Authorized Signatory01/27/2021
CENTERBRIDGE CAYMAN GP LTD. By: /s/ Susanne V. Clark, Authorized Signatory01/27/2021
By: /s/ Jeffrey Aronson01/27/2021
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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