Amended Statement of Beneficial Ownership (sc 13d/a)
March 22 2021 - 4:37PM
Edgar (US Regulatory)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)
Eros
STX Global Corporation
(Name
of Issuer)
A
ordinary shares, par value GBP 0.30 per share
(Title
of Class of Securities)
G3788M114
(CUSIP
Number)
Michael
LaGatta
TPG
Global, LLC
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)
March 18,
2021
(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(b) for other parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1 of 7 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 (“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).
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CUSIP
No. G3788M114
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SCHEDULE
13D
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Page
2 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS
TPG
Group Holdings (SBS) Advisors, Inc.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
OO
(See Item 3)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
- 0 -
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BENEFICIALLY
OWNED BY
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8
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SHARED
VOTING POWER
21,371,282
(See Items 3, 4 and 5)
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EACH
REPORTING PERSON
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9
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SOLE
DISPOSITIVE POWER
- 0 -
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WITH
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10
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SHARED
DISPOSITIVE POWER
21,371,282
(See Items 3, 4 and 5)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,371,282
(See Items 3, 4 and 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
(See Item 5)*
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14
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TYPE
OF REPORTING PERSON
CO
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*
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The
calculation is based on 357,230,123 A Ordinary Shares (as defined below) outstanding
as of December 28, 2020, as reported in the Prospectus filed by the Issuer (as defined
below) with the Securities and Exchange Commission (the “Commission”)
on December 28, 2020.
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CUSIP
No. G3788M114
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SCHEDULE
13D
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Page
3 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS
David
Bonderman
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (see instructions)
OO
(See Item 3)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
-0-
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BENEFICIALLY
OWNED BY
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8
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SHARED
VOTING POWER
21,371,282
(See Items 3, 4 and 5)
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EACH
REPORTING PERSON
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9
|
SOLE
DISPOSITIVE POWER
-0-
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
21,371,282
(See Items 3, 4 and 5)
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,371,282
(See Items 3, 4 and 5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
(See Item 5)*
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14
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TYPE
OF REPORTING PERSON
IN
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|
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|
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*
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The
calculation is based on 357,230,123 A Ordinary Shares outstanding as of December 28,
2020, as reported in the Prospectus filed by the Issuer with the Commission on December 28,
2020.
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CUSIP
No. G3788M114
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SCHEDULE
13D
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Page
4 of 7 Pages
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1
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NAMES
OF REPORTING PERSONS
James
G. Coulter
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS (see instructions)
OO
(See Item 3)
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF SHARES
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7
|
SOLE
VOTING POWER
-0-
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED
VOTING POWER
21,371,282
(See Items 3, 4 and 5)
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EACH
REPORTING PERSON
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9
|
SOLE
DISPOSITIVE POWER
-0-
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WITH
|
10
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SHARED
DISPOSITIVE POWER
21,371,282
(See Items 3, 4 and 5)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,371,282
(See Items 3, 4 and 5)
|
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)
6.0%
(See Item 5)*
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14
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TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
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*
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The
calculation is based on 357,230,123 A Ordinary Shares outstanding as of December 28,
2020, as reported in the Prospectus filed by the Issuer with the Commission on December 28,
2020.
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This
Amendment No. 9 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Persons on
December 29, 2020, as amended and supplemented by Amendment No. 1 filed on January 27, 2021, Amendment No. 2
filed on February 9, 2021, Amendment No. 3 filed on February 17, 2021, Amendment No. 4 filed on February 24,
2021, Amendment No. 5 filed on March 3, 2021, Amendment No. 6 filed on March 8, 2021, Amendment No. 7 filed
on March 11, 2021 and Amendment No. 8 filed on March 16, 2021 (as so amended, the “Original Schedule 13D”
and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of
the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in
the Original Schedule 13D.
Item
2. Identity and Background.
This
Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
“Group
Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC,
a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which
is the sole member of each of (i) TPG Growth GenPar IV Advisors, LLC, a Delaware limited liability company, and (ii) TPG
Star Genpar Advisors, LLC, a Delaware limited liability company. TPG Growth GenPar IV Advisors, LLC is the general partner of
TPG Growth GenPar IV, L.P., a Delaware limited partnership, which is the general partner of TPG Growth IV Oscars, L.P., a Delaware
limited partnership (“TPG Growth IV Oscars”), which directly holds 16,200,490 A Ordinary Shares. TPG Star Genpar
Advisors, LLC is the general partner of TPG STAR GenPar, L.P., a Delaware limited partnership, which is the general partner of
TPG STAR, L.P., a Delaware limited partnership (“TPG STAR” and, together with TPG Growth IV Oscars, the “TPG
Funds”), which directly holds 5,170,792 A Ordinary Shares.”
Item
4. Purpose of Transaction.
This
Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the tenth paragraph under
the title “Registration Rights and Investors’ Rights Agreement”:
“On
March 16, 2021, the TPG Funds sold an aggregate of 750,000 A Ordinary Shares in open market sales at a weighted average price
per share of $2.0632 in multiple transactions at prices ranging from $2.04 to $2.08, inclusive. On March 17, 2021, the TPG
Funds sold an aggregate of 1,200,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.0974 in
multiple transactions at prices ranging from $2.04 to $2.20, inclusive. On March 18, 2021, the TPG Funds sold an aggregate
of 3,000,000 A Ordinary Shares in open market sales at a weighted average price per share of $2.2004 in multiple transactions
at prices ranging from $2.14 to $2.33, inclusive. On March 19, 2021, the TPG Funds sold an aggregate of 4,000,000 A Ordinary
Shares in open market sales at a weighted average price per share of $2.132 in multiple transactions at prices ranging from $2.07
to $2.205, inclusive.”
Item
5. Interest in Securities of the Issuer.
This
Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b)
The following sentence is based on 357,230,123 A Ordinary Shares outstanding as of December 28, 2020, as reported in the
Prospectus filed by the Issuer with the Commission on December 28, 2020. Pursuant to Rule 13d-3 under the Act, the Reporting
Persons may be deemed to beneficially own 21,371,282 A Ordinary Shares, which constitutes approximately 6.0% of the outstanding
A Ordinary Shares.”
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:
March 22, 2021
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TPG Group Holdings (SBS) Advisors, Inc.
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By:
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/s/ Michael LaGatta
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Name:
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Michael LaGatta
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Title:
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Vice President
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David
Bonderman
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer on behalf of David Bonderman (1)
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James G. Coulter
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By:
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/s/ Gerald Neugebauer
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Name:
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Gerald Neugebauer on behalf of James G. Coulter (2)
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(1)
Gerald Neugebauer is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated February 26,
2020, which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Bonderman on March 6, 2020
(SEC File No. 001-38156).
(2)
Gerald Neugebauer is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated February 26, 2020,
which was previously filed with the Commission as an exhibit to a Form 4 filed by Mr. Coulter on March 6, 2020 (SEC
File No. 001-38156).
INDEX
TO EXHIBITS
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1.
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Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated by reference to Exhibit 1 to Schedule 13G filed with the Commission on February 14, 2011 by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter).
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2.
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Registration Rights Agreement, dated as of July 30, 2020, by and among the Issuer the parties set forth in Schedules 1 and 2 thereto (incorporated by reference to Exhibit 10.3 to the Current Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the Commission on August 4, 2020).
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3.
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Investors’ Rights Agreement, dated as of July 30, 2020, by and among the Issuer, Eros Founder Group and the Other Parties Named Therein (incorporated by reference to Exhibit 10.1 to the Current Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the Commission on August 4, 2020).
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4.
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Amendment No. 1 to the Investors’ Rights Agreement, dated as of July 30, 2020, by and among the Issuer and the Required Investors (as defined therein) (incorporated by reference to Exhibit 10.2 to the Current Report of Foreign Private Issuer on Form 6-K filed by the Issuer with the Commission on August 4, 2020).
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