0001341004-16-000983.txt : 20160106 0001341004-16-000983.hdr.sgml : 20160106 20160106172439 ACCESSION NUMBER: 0001341004-16-000983 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160106 DATE AS OF CHANGE: 20160106 GROUP MEMBERS: ALLIANCE-MTS CO-INVESTORS I LLC GROUP MEMBERS: ALLIANCE-MTS CO-INVESTORS II LLC GROUP MEMBERS: ALLIANCE-OAKTREE CO-INVESTORS LLC GROUP MEMBERS: MTS HEALTH INVESTORS II GP HOLDINGS LLC GROUP MEMBERS: MTS HEALTH INVESTORS II GP LLC GROUP MEMBERS: MTS HEALTH INVESTORS II L.P. GROUP MEMBERS: OAKTREE CAPITAL GROUP HOLDINGS GP LLC GROUP MEMBERS: OAKTREE CAPITAL GROUP LLC GROUP MEMBERS: OAKTREE CAPITAL I L.P. GROUP MEMBERS: OAKTREE FUND GP I L.P. GROUP MEMBERS: OAKTREE HOLDINGS LLC GROUP MEMBERS: OCM HOLDINGS I LLC GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV GP L.P. GROUP MEMBERS: OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alliance HealthCare Services, Inc CENTRAL INDEX KEY: 0000817135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330239910 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39485 FILM NUMBER: 161327790 BUSINESS ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-242-5300 MAIL ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE IMAGING INC /DE/ DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OCM Principal Opportunities Fund IV, LP CENTRAL INDEX KEY: 0001394231 IRS NUMBER: 980508802 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-830-2100 MAIL ADDRESS: STREET 1: 333 SOUTH GRAND AVENUE STREET 2: 28TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13D/A 1 sc13d-a8.htm SC 13D/A, AMENDMENT NO. 8 sc13d-a8.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under The Securities Exchange Act of 1934
(AMENDMENT NO. 8)*

Alliance HealthCare Services, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
08606103
(CUSIP Number)
 
Todd Molz
Managing Director and General Counsel
Oaktree Capital Group Holdings GP, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
(213) 830-6300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
January 5, 2016
(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.  o
 
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.
 
*
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. 08606103
  

1.
NAMES OF REPORTING PERSONS:  OCM Principal Opportunities Fund IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7.
SOLE VOTING POWER
None
8.
SHARED VOTING POWER
5,437,945
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                           [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%*
14.
TYPE OF REPORTING PERSON
PN


__________________
* All ownership percentages of securities reported in this Statement are based upon 10,750,624 shares of Common Stock outstanding as of November 6, 2015 as represented by the Issuer on November 9, 2015.

 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  OCM Principal Opportunities Fund IV GP, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7.
SOLE VOTING POWER
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
PN
* Solely in its capacity as the general partner of OCM Principal Opportunities Fund IV, L.P.

 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  OCM Principal Opportunities Fund IV GP Ltd.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [__]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7.
SOLE VOTING POWER
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the general partner of OCM Principal Opportunities Fund GP, L.P.
 
 
 
 


CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Oaktree Fund GP I, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
PN
* Solely in its capacity as the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd.
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Oaktree Capital I, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
PN
* Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  OCM Holdings I, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the general partner of Oaktree Capital I, L.P.
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Oaktree Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the managing member of OCM Holdings I, LLC.
 
 
 
 


CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Oaktree Capital Group, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the managing member of Oaktree Holdings, LLC.
 
 
 
 


CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Oaktree Capital Group Holdings GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the manager of Oaktree Capital Group, LLC
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  MTS Health Investors II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
PN
 
 
 
 
 
CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  MTS Health Investors II GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the general partner of MTS Health Investors II, L.P.
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  MTS Health Investors II GP Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]*
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
Not Applicable
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945*
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
* Solely in its capacity as the managing member of MTS Health Investors II GP, LLC.
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Alliance-Oaktree Co-Investors, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
 
 
 
 

CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Alliance-MTS Co-Investors I, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC, OO
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
 
 
 
 


CUSIP No. 08606103
  

1.
NAMES OF REPORTING PERSONS:  Alliance-MTS Co-Investors II, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS - (ENTITIES ONLY):
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)          [   X  ]
(b)          [        ]
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
WC, OO
5.
CHECK BOX 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
None
8.
SHARED VOTING POWER
5,437,945
9.
SOLE DISPOSITIVE POWER
None
10.
SHARED DISPOSITIVE POWER
5,437,945
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,437,945
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES                                                                                                            [__]
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
50.6%
14.
TYPE OF REPORTING PERSON
OO
 
 
 
 

This Amendment No. 8 (this “Amendment”) amends and supplements item number 2 and item number 4 of the statement on Schedule 13D, dated March 23, 2007 (as amended and supplemented, the “Statement”), previously filed with the Securities and Exchange Commission on March 26, 2007 by OCM Principal Opportunities Fund IV, L.P., OCM Principal Opportunities Fund IV GP, L.P., OCM Principal Opportunities Fund IV GP Ltd., Oaktree Capital Management, LLC, MTS Health Investors II, L.P., MTS Health Investors II GP, L.P,  and MTS Health Investors Holdings GP Holdings, LLC. Other than as set forth in this Amendment, all other information in the Statement remains accurate and in effect. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Statement.
 
Item 2.  
Identity and Background.
 
Item 2 is hereby amended as follows:
 
Set forth in the attached Annex A is a listing of the Covered Persons and is incorporated by reference. Except as set forth in Annex A, each of the Covered Persons that is a natural person is a United States citizen.
 
Item 4.  
Purpose of Transaction.
 
Item 4 is hereby supplemented to add the following information at the end of this item:

On January 5, 2016, the Sellers and the Purchaser entered into Amendment No. 1 to the Purchase Agreement pursuant to which the outside date for the Closing was extended from January 14, 2016 to February 29, 2016.
 
Item 7.  
Material to be Filed as Exhibits.
 
The following are filed herewith as Exhibits to this Statement:
 
Exhibit 1  
Amendment No. 1 to Stock Purchase Agreement, dated as of January 5, 2016, by and among  OCM Principal Opportunities Fund IV, L.P., MTS Health Investors II, L.P., Alliance-Oaktree Co-Investors, LLC, Alliance-MTS Co-Investors I, LLC, Alliance-MTS Co-Investors II, LLC,  Larry C. Buckelew and Fujian Thai Hot Investment Co., Ltd
 
 
 
 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  January 6, 2016
 
 
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
     
 
By:  
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its General Partner
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Managing Director
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Senior Vice President
     
     
 
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P.
     
 
By:  
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Managing Director
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Senior Vice President
 
 
 
 


 
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD.
     
 
By:  
OAKTREE CAPITAL MANAGEMENT, L.P, the Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Managing Director
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Senior Vice President
     
     
 
OAKTREE FUND GP I, L.P.
     
 
By:  
/s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Authorized Signatory
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Authorized Signatory
     
     
 
OAKTREE CAPITAL I, L.P.
     
 
By:  
/s/ Martin Boskovich
   
Name: Martin Boskovich
   
Title: Managing Director
     
 
By:
 /s/ Jamie Toothman
   
Name: Jamie Toothman
   
Title: Vice President
     
     
 
OCM HOLDINGS I, LLC
     
 
By:  
/s/ Martin Boskovich
   
Name: Martin Boskovich
   
Title: Managing Director
     
 
By:
 /s/ Jamie Toothman
   
Name: Jamie Toothman
   
Title: Vice President
 
 
 
 

 
OAKTREE HOLDINGS, LLC
     
 
By:  
/s/ Martin Boskovich
   
Name: Martin Boskovich
   
Title: Managing Director
     
 
By:
 /s/ Jamie Toothman
   
Name: Jamie Toothman
   
Title: Vice President
     
     
 
OAKTREE CAPITAL GROUP, LLC
     
 
By:  
/s/ Martin Boskovich
   
Name: Martin Boskovich
   
Title: Managing Director
     
 
By:
 /s/ Jamie Toothman
   
Name: Jamie Toothman
   
Title: Vice President
     
     
 
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
     
 
By:  
/s/ Martin Boskovich
   
Name: Martin Boskovich
   
Title: Managing Director
     
 
By:
 /s/ Jamie Toothman
   
Name: Jamie Toothman
   
Title: Vice President
     
     
 
MTS HEALTH INVESTORS II, L.P.
     
 
By:  
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
/s/ Curtis Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
 
 
 
 

 
MTS HEALTH INVESTORS II GP, LLC
     
 
By:  
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
/s/ Curtis Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
     
     
 
MTS HEALTH INVESTORS II GP HOLDINGS, LLC
     
 
By:  
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
/s/ Curtis Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
     
     
 
ALLIANCE-OAKTREE CO- INVESTORS, LLC
     
 
By:  
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its Managing Member
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, L.P., the Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Managing Director
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Senior Vice President
 
 
 
 

 
ALLIANCE-MTS CO-INVESTORS I, LLC
     
 
By:  
MTS HEALTH INVESTORS II GP, LLC,
its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
/s/ Curtis Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
     
     
 
ALLIANCE-MTS CO-INVESTORS II, LLC
     
 
By:  
MTS HEALTH INVESTORS II GP,
LLC, its General Partner
 
By:
MTS HEALTH INVESTORS II GP
HOLDINGS, LLC, the Class A Member
     
 
By:
/s/ Curtis Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
 

 
 
 

ANNEX A

Oaktree Capital Group Holdings GP, LLC

The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Name
 
Principal Occupation
Howard S. Marks
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.
 
Bruce A. Karsh
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
 
Jay S. Wintrob
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
 
John B. Frank
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
 
David M. Kirchheimer
Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P.
 
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 

Oaktree Capital Group, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree Capital Group, LLC are listed below.

Name
 
Principal Occupation
Howard S. Marks
Co-Chairman and Director of Oaktree Capital Group, LLC and Co-Chairman of Oaktree Capital Management, L.P.


 
 
 
 

 
Bruce A. Karsh
Co-Chairman, Chief Investment Officer and Director of Oaktree Capital Group, LLC and Co-Chairman and Chief Investment Officer of Oaktree Capital Management, L.P.
 
Jay S. Wintrob
Chief Executive Officer and Director of Oaktree Capital Group, LLC and Chief Executive Officer of Oaktree Capital Management, L.P.
 
John B. Frank
Vice Chairman and Director of Oaktree Capital Group, LLC and Vice Chairman of Oaktree Capital Management, L.P.
 
David M. Kirchheimer
Chief Financial Officer, Principal and Director of Oaktree Capital Group, LLC and Chief Financial Officer and Principal of Oaktree Capital Management, L.P.
 
Sheldon M. Stone
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Stephen A. Kaplan
Principal and Director of Oaktree Capital Group, LLC and Principal of Oaktree Capital Management, L.P.
 
Robert E. Denham
Partner in the law firm of Munger, Tolles & Olson LLP
 
Larry W. Keele
Retired
 
D. Richard Masson
Owner and general manager of Golden Age Farm, LLC
 
Wayne G. Pierson
President of Acorn Investors, LLC and Principal of Clifford Capital Partners, LLC
 
Marna C. Whittington
Retired
 
Todd E. Molz
General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Group, LLC and General Counsel, Chief Administrative Officer and Managing Director of Oaktree Capital Management, L.P.
 
Susan Gentile
Chief Accounting Officer and Managing Director of Oaktree Capital Group, LLC and Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.
 


 
 
 
 

 
Oaktree Holdings, LLC

The managing member of Oaktree Holdings, LLC is Oaktree Capital Group, LLC.

OCM Holdings I, LLC

The managing member of OCM Holdings I, LLC is Oaktree Holdings, LLC.

Oaktree Capital I, L.P.

OCM Holdings I, LLC is the general partner of Oaktree Capital I, L.P.

Oaktree Fund GP I, L.P.

Oaktree Capital I, L.P. is the general partner of Oaktree Fund GP I, L.P.

OCM Principal Opportunities Fund IV GP Ltd.

Oaktree Fund GP I, L.P. is the sole shareholder of OCM Principal Opportunities Fund IV GP Ltd., which is a Cayman Islands exempted company.  Oaktree Capital Management, L.P. is the sole director of OCM Principal Opportunities Fund IV GP Ltd.

OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV GP Ltd. is the general partner of OCM Principal Opportunities Fund IV GP, L.P.

OCM Principal Opportunities Fund IV, L.P.

OCM Principal Opportunities Fund IV GP, L.P. is the general partner of OCM Principal Opportunities Fund IV, L.P.
 
 
 EX-99.1 2 exh_1.htm EXHIBIT 1 - AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT exh_1.htm

Exhibit 1
 

AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
 
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 5, 2016, by and among 福建泰禾投资有限公司 (Fujian Thai Hot Investment Co., Ltd), an entity organized under the laws of the People’s Republic of China (the “Purchaser”), OCM Principal Opportunities Fund IV, L.P., a California limited partnership (“OCM Fund”), MTS Health Investors II, L.P., a Delaware limited partnership (“MTS”), Alliance-Oaktree Co-Investors, LLC, a Delaware limited liability company (“Co-Investors”), Alliance-MTS Co-Investors I, LLC, a Delaware limited liability company (“Co-Investors I”), Alliance-MTS Co-Investors II, LLC, a Delaware limited liability company (“Co-Investors II”), and  Larry C. Buckelew (“Buckelew” and, together with OCM Fund, MTS, Co-Investors, Co-Investors I and Co-Investors II, the “Sellers”).
 
RECITALS
 
WHEREAS, the Purchaser and the Sellers are party to that certain Stock Purchase Agreement, dated September 16, 2015 (the “Stock Purchase Agreement”);
 
WHEREAS, Section 8.2 of the Stock Purchase Agreement provides that the Stock Purchase Agreement may be amended in a writing signed by the Purchaser and the holders of a majority of shares owned by the Sellers;
 
WHEREAS, the Purchaser and the Sellers desire to amend the Stock Purchase Agreement as set forth in this Amendment; and
 
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.           Section 7.1(b) of the Stock Purchase Agreement shall be deleted in its entirety and replaced with the following:
 
“at any time on or after February 29, 2016 (the “Termination Date”), by either the Purchaser or the holders of a majority of shares of Common Stock owned by the Sellers, by giving written notice of such termination to the other parties, if the Closing shall not have occurred on or prior to the Termination Date and if the failure to consummate the Closing by the Termination Date is not the result of any breach of the representations or warranties made by, or the failure to perform or comply with any of the agreements or covenants hereof to be performed or complied with prior to the Closing by, the party (or, in the case of a termination by the holders of a majority of shares of Common Stock owned by the Sellers, any Seller) seeking to terminate this Agreement; or”
 
 
 
 

2.           Except as expressly modified and superseded by this Amendment, the terms, representations, warranties, covenants and other provisions of the Stock Purchase Agreement are and shall continue to be in full force and effect in accordance with their respective terms.
 
3.           After the date hereof, all references in the Stock Purchase Agreement to “this Agreement,” “the transactions contemplated by this Agreement,” the Stock Purchase Agreement and phrases of similar import, shall refer to the Stock Purchase Agreement as amended by this Amendment (it being understood that all references to “the date hereof” or “the date of this Agreement” in the Stock Purchase Agreement shall continue to refer to September 16, 2015).
 
4.           The provisions of Article VIII (Miscellaneous) of the Stock Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Stock Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified hereby.
 
[Signature Page Follows]
 
 
 
 

IN WITNESS WHEREOF, the parties have executed or caused this Amendment No. 1 to Stock Purchase Agreement to be executed as of the date first written above.
 
 
福建泰禾投资有限公司(FUJIAN THAI HOT INVESTMENT CO., LTD)
   
 
By:
 /s/ Qisen Huang
   
Name: Qisen Huang
   
Title: Chairman





[Signature Page to Amendment No. 1 to Stock Purchase Agreement]
 
 
 
 

 
OCM PRINCIPAL OPPORTUNITIES FUND IV, L.P.
     
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its General Partner
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, LLC, Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Authorized Signatory
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Authorized Signatory
     
     
 
ALLIANCE-OAKTREE CO-INVESTORS, LLC
     
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP, L.P., its Managing Partner
 
By:
OCM PRINCIPAL OPPORTUNITIES FUND IV GP LTD., its General Partner
 
By:
OAKTREE CAPITAL MANAGEMENT, LLC, Director
     
 
By:
 /s/ Michael Harmon
   
Name: Michael Harmon
   
Title: Authorized Signatory
     
 
By:
 /s/ Amy Rice
   
Name: Amy Rice
   
Title: Authorized Signatory





[Signature Page to Amendment No. 1 to Stock Purchase Agreement]
 
 
 
 

 
MTS HEALTH INVESTORS II, L.P.
     
 
By:
MTS HEALTH INVESTORS II GP, LLC, its General Partner
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
 /s/ Curtis S. Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
     
     
 
ALLIANCE-MTS CO-INVESTORS I, LLC
     
 
By:
MTS HEALTH INVESTORS II GP, L.P., its Managing Member
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
 /s/ Curtis S. Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director
     
     
 
ALLIANCE-MTS CO-INVESTORS II, LLC
     
 
By:
MTS HEALTH INVESTORS II GP, L.P., its Managing Member
 
By:
MTS HEALTH INVESTORS II GP HOLDINGS, LLC, the Class A Member
     
 
By:
 /s/ Curtis S. Lane
   
Name: Curtis S. Lane
   
Title: Senior Managing Director



[Signature Page to Amendment No. 1 to Stock Purchase Agreement]
 
 
 
 

 
By:
 /s/ Larry C. Buckelew
   
Name:  Larry C. Buckelew

 
 

 

 

 

 

 

 
[Signature Page to Amendment No. 1 to Stock Purchase Agreement]