SC 13G 1 a15-4131_3sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Smart & Final Stores, Inc.

(Name of Issuer)

common stock, par value $0.001 per share

(Title of Class of Securities)

83190B 101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Corporate Opportunities Fund III, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
27,550,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
27,550,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,550,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
37.4% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Corporate Opportunities Fund IV, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
27,550,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
27,550,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,550,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
37.4%  (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
ACOF Operating Manager III, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
27,550,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
27,550,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,550,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
37.4%  (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

4


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
ACOF Operating Manager IV, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
27,550,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
27,550,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
27,550,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
37.4%  (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

5


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Management LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Management Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

7


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Holdings Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

8


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Management, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

9


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Management GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

10


 

CUSIP No. 83190B 101

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
55,100,000 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
55,100,000 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
55,100,000 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
74.7% (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

11


 

Item 1.

 

(a)

Name of Issuer:
Smart & Final Stores, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices:
600 Citadel Drive

Commerce, California 90040

 

Item 2.

 

(a)

Name of Person Filing:
Ares Corporate Opportunities Fund III, L.P. (“ACOF III”)

Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”)

ACOF Operating Manager III, LLC (“ACOF Operating Manager III”)

ACOF Operating Manager IV, LLC (“ACOF Operating Manager IV”)

Ares Management LLC (“Ares Management LLC”)

Ares Management Holdings L.P. (“Ares Management Holdings”)

Ares Holdings Inc. (“Ares Holdings”)

Ares Management, L.P. (“Ares Management”)

Ares Management GP LLC (“Ares Management GP”)

Ares Partners Holdco LLC (“Ares Partners” and, together with ACOF III, ACOF IV, ACOF Operating Manager III, ACOF Operating Manager IV, Ares Management LLC, Ares Management Holdings, Ares Holdings, Ares Management and Ares Management GP, the “Ares Filing Persons”)

 

(b)

Address of Principal Business Office or, if none, Residence:
For each Ares Filing Person:

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

 

(c)

Citizenship:
For each Ares Filing Person, Delaware

 

(d)

Title of Class of Securities:
common stock, par value $0.001 per share

 

(e)

CUSIP Number:
83190B 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

12


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

Ares Management LLC directly and indirectly manages the following investment vehicles that, as of December 31, 2014, held in the aggregate 55,100,000 shares of common stock (“common stock”) of Smart & Final Stores, Inc. (the “Issuer”) as record holders of the individual amounts noted (the “Ares Recordholders”):

 

Ares Investment Vehicle

 

Class A Common Stock
Owned of Record

 

ACOF III

 

27,550,000

 

ACOF IV

 

27,550,000

 

 

 

 

Each Ares Recordholder holds more than 5% of the common stock of the Issuer.

 

Each of the additional Ares Filing Persons, as a result of the relationships described below, may be deemed to indirectly beneficially own the common stock reported on the cover pages to this Schedule 13G for such Ares Filing Person.  The manager of ACOF III is ACOF Operating Manager III, and the sole member of ACOF Operating Manager III is Ares Management LLC. The manager of ACOF IV is ACOF Operating Manager IV, and the sole member of ACOF Operating Manager IV is Ares Management LLC.

 

The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdings, whose sole stockholder is Ares Management.  The general partner of Ares Management is Ares Management GP and the sole member of Ares Management GP is Ares Partners.  Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal.  Decisions by Ares Partners’ board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler.  Each of the Ares Filing Persons (other than each of ACOF III and ACOF IV with respect to the shares held directly by it) and the members of Ares Partners’ board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Filing Persons expressly disclaims beneficial ownership of the shares of the common stock, except to the extent of any pecuniary interest therein.

 

(b)

Percent of class:    

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.  The percentage amount is based on an aggregate of 73,755,388 shares of common stock outstanding as of December 31, 2014 as provided by the Issuer’s transfer agent.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(ii)

Shared power to vote or to direct the vote    

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

13


 

Item 10.

Certification

Not applicable

 

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.

 

Date:  February 11, 2015

 

ARES CORPORATE OPPORTUNITIES FUND III, L.P.

By:

ACOF OPERATING MANAGER III, LLC

 

Its:

Manager

 

 

 

 

 

/s/ Michael Weiner

 

 

By: Michael Weiner

 

 

Its: Authorized Signatory

 

 

 

ARES CORPORATE OPPORTUNITIES FUND IV, L.P.

By:

ACOF OPERATING MANAGER IV, LLC

 

Its:

Manager

 

 

 

 

 

/s/ Michael Weiner

 

 

By: Michael Weiner

 

 

Its: Authorized Signatory

 

 

 

ACOF OPERATING MANAGER III, LLC

 

 /s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

 

ACOF OPERATING MANAGER IV, LLC

 

/s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

 

ARES MANAGEMENT LLC

 

/s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

14


 

ARES MANAGEMENT HOLDINGS L.P.

By:

ARES HOLDINGS INC.

 

Its:

General Partner

 

 

 

 

 

/s/ Michael Weiner

 

 

By: Michael Weiner

 

 

Its: Authorized Signatory

 

 

ARES HOLDINGS INC.

 

/s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

 

ARES MANAGEMENT, L.P.

By:

ARES MANAGEMENT GP LLC

 

Its:

General Partner

 

 

 

 

 

/s/ Michael Weiner

 

 

By: Michael Weiner

 

 

Its: Authorized Signatory

 

 

ARES MANAGEMENT GP LLC

 

/s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

ARES PARTNERS HOLDCO LLC

 

/s/ Michael Weiner

 

By: Michael Weiner

 

Its: Authorized Signatory

 

 

15