(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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. ☐
*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
).
|
|
|
CUSIP No.
04621X108
|
SCHEDULE 13D
|
Page
2
of
8
Pages
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
TPG Advisors VI-AIV, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
o
|
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
Cayman Islands
|
NUMBER OF SHARES
|
7
|
SOLE VOTING POWER
- 0 -
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
-0-
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
- 0 -
|
WITH
|
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% (See Item 5)*
|
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No.
04621X108
|
SCHEDULE 13D
|
Page
3
of
8
Pages
|
1
|
NAMES OF REPORTING PERSONS
David Bonderman
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
o
|
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
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
-0-
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
WITH
|
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%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP No.
04621X108
|
SCHEDULE 13D
|
Page
4
of
8
Pages
|
.
1
|
NAMES OF REPORTING PERSONS
James G. Coulter
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
o
(b)
o
|
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
|
7
|
SOLE VOTING POWER
-0-
|
BENEFICIALLY OWNED BY
|
8
|
SHARED VOTING POWER
-0-
|
EACH REPORTING PERSON
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
WITH
|
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%
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
This Amendment No. 4 (the “
Amendment
”)
amends and supplements the Schedule 13D filed by the Reporting Persons on June 8, 2018, as amended and supplemented by Amendment
No. 1 filed on June 11, 2018, Amendment No. 2 filed on September 14, 2018 and Amendment No. 3 filed on September 20,
2018 (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 and third paragraphs of Item 2 of the Original Schedule 13D in their entirety as set forth below:
“TPG Advisors VI-AIV is the general
partner of each of (i) TPG VI Wolverine, LP, a Cayman Islands limited partnership (“
TPG VI Wolverine
”),
which directly held shares of Common Stock, and (ii) TPG VI Wolverine Co-Invest, LP, a Cayman Islands limited partnership
(“
TPG VI Wolverine Co-Invest
” and, together with TPG VI Wolverine, the “
TPG Funds
”), which
directly held shares of Common Stock.
Because of the relationship of TPG Advisors
VI-AIV to the TPG Funds, TPG Advisors VI-AIV may have been deemed to have beneficially owned the shares of Common Stock held by
the TPG Funds. Messrs. Bonderman and Coulter are the sole shareholders of TPG Advisors VI-AIV. Because of the relationship of Messrs.
Bonderman and Coulter to TPG Advisors VI-AIV, each of Messrs. Bonderman and Coulter may have been deemed to have beneficially owned
the shares of Common Stock held by the TPG Funds. Messrs. Bonderman and Coulter disclaim beneficial ownership of the shares of
Common Stock held by the TPG Funds except to the extent of their pecuniary interest therein.”
Item 4.
Purpose of Transaction
.
This Amendment amends and restates the
final two paragraphs of Item 4 of the Original Schedule 13D in their entirety as set forth below:
“
March 2019 Registered
Offering
On March 18, 2019, the TPG Funds
entered into an underwriting agreement (the “
March 2019 Underwriting Agreement
”), with the Issuer and Goldman
Sachs & Co. LLC, as underwriter, pursuant to which the TPG Funds agreed to sell 7,869,230 shares of Common Stock at a price
of $98.15 per share (the “
March 2019 Registered Offering
”). The March 2019 Registered Offering closed on March 21,
2019.
Other than as described above, none of
the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the
persons listed in Schedule I hereto, currently has any plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a)–(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time as permitted
by the Standstill, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect
thereto.
References to and the description of
the Stockholder Rights Agreement, Registration Rights Agreement, Stockholders Agreement, September 2018 Stock Purchase Agreement,
Second September 2018 Stock Purchase Agreement and March 2019 Underwriting Agreement are not intended to be complete and are qualified
in their entirety by reference to the full text of the Stockholder Rights Agreement, Registration Rights Agreement, Stockholders
Agreement, September 2018 Stock Purchase Agreement, Second September 2018 Stock Purchase Agreement and March 2019 Underwriting
Agreement, respectively, copies of which are filed as exhibits hereto and incorporated by reference herein.”
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) As a result of the closing
of the March 2019 Registered Offering, the Reporting Persons no longer beneficially own any shares of Common Stock.”
This Amendment amends and restates the
fifth paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(e) As a result of the closing
of the March 2019 Registered Offering, on March 21, 2019 the Reporting Persons ceased to be the beneficial owner of more than
five percent of the shares of Common Stock.”
Item 7.
Material to Be Filed as Exhibits
.
This Amendment amends and supplements
Item 7 of the Original Schedule 13D by adding the following:
“8. Underwriting Agreement,
dated March 18, 2019 by and among Assurant, Inc., the selling stockholders listed in Schedule III thereto and Goldman Sachs
& Co. LLC (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed with the Commission
on March 21, 2019).”
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 25, 2019
TPG Advisors VI-AIV, Inc.
By:
/s/
Michael LaGatta
Name: Michael LaGatta
Title: Vice President
David Bonderman
By:
/s/
Bradford Berenson
Name: Bradford Berenson, on behalf
of David Bonderman (1)
James G. Coulter
By:
/s/
Bradford Berenson
Name: Bradford Berenson, on behalf
of James G. Coulter (2)
(1) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant
to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit
to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(2) Bradford Berenson is signing on behalf of Mr. Coulter pursuant
to an authorization and designation letter dated March 13, 2018, which was previously filed with the Commission as an exhibit
to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).
INDEX TO EXHIBITS
-
Agreement of Joint Filing by TPG Group Holdings (SBS) Advisors, Inc., TPG Group Advisors
VI, Inc., TPG Group Advisors VI-AIV, Inc., David Bonderman and James G. Coulter, dated as of March 4, 2015 (incorporated by
reference to Exhibit 1 to Schedule 13G filed with the Commission on March 4, 2015 by TPG Group Holdings (SBS) Advisors, Inc.,
TPG Group Advisors VI, Inc., TPG Group Advisors VI-AIV, Inc., David Bonderman and James G. Coulter).
-
Amended and Restated Agreement and Plan of Merger, dated as of January 8, 2018,
by and among Assurant, Inc., Spartan Merger Sub, Ltd., TWG Holdings Limited, Arbor Merger Sub, Inc. and TWG Re, Ltd. (incorporated
by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on January 9, 2018).
-
Stockholder Rights Agreement, dated as of May 31, 2018, by and among Assurant, Inc.,
TPG VI Wolverine, LP and TPG VI Wolverine Co-Invest, LP (incorporated by reference to Exhibit 4.1 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 31, 2018).
-
Registration Rights Agreement, dated as of May 31, 2018, by and among Assurant,
Inc., TPG VI Wolverine, LP and TPG VI Wolverine Co-Invest, LP (incorporated by reference to Exhibit 4.2 to the Issuer’s Current
Report on Form 8-K filed with the Commission on May 31, 2018).
-
Stockholders Agreement, dated as of May 31, 2018, by and between TPG VI Wolverine,
LP and TPG VI Wolverine Co-Invest, LP (incorporated by reference to Exhibit 5 to Schedule 13D filed with the Commission on June 11,
2018 by TPG Advisors VI-AIV, Inc., David Bonderman and James G. Coulter).
-
Stock Purchase Agreement, dated as of September 12, 2018, by and among TPG VI
Wolverine, LP, TPG VI Wolverine Co-Invest, LP and the purchasers listed in Schedule 1 thereto (incorporated by reference to Exhibit
6 to Schedule 13D filed with the Commission on September 14, 2018 by TPG Advisors VI-AIV, Inc., David Bonderman and James
G. Coulter).
-
Stock Purchase Agreement, dated as of September 18, 2018, by and among TPG VI
Wolverine, LP, TPG VI Wolverine Co-Invest, LP and Norges Bank.
-
Underwriting Agreement, dated March 18, 2019 by and among Assurant, Inc., the
selling stockholders listed in Schedule III thereto and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to
the Issuer’s Current Report on Form 8-K filed with the Commission on March 21, 2019).