SC 13G 1 a16-4019_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Press Ganey Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74113L102

(CUSIP Number)

December 31, 2015

(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. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Capital Partners V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
22,532,283

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
22,532,283

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
22,532,283

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
42.8%

 

 

12

Type of Reporting Person
PN

 

2



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Capital Partners V-A, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
6,196,428

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
6,196,428

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,196,428

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
11.8%

 

 

12

Type of Reporting Person
PN

 

3



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Capital Partners V-B, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
815,876

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
815,876

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
815,876

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
1.5%

 

 

12

Type of Reporting Person
PN

 

4



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Executives V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
374,210

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
374,210

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
374,210

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.7%

 

 

12

Type of Reporting Person
PN

 

5



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Co-Invest V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
410,314

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
410,314

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
410,314

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0.8%

 

 

12

Type of Reporting Person
PN

 

6



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Investors V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
15,356

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
15,356

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,356

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
Less than 0.1%

 

 

12

Type of Reporting Person
PN

 

7



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar/PGA Investors, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
OO (limited liability company)

 

8



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Associates V, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United Kingdom

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
29,918,797

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
29,918,797

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
29,918,797

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
56.8%

 

 

12

Type of Reporting Person
PN

 

9



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Vestar Managers V Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
30,344,467

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
30,344,467

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
30,344,467

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.6%

 

 

12

Type of Reporting Person
OO (Cayman Islands limited company)

 

10



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

1

Names of Reporting Persons
Daniel S. O’Connell

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
30,344,467

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
30,344,467

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
30,344,467

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
57.6%

 

 

12

Type of Reporting Person
IN

 

11



 

CUSIP No. 74113L102

Schedule 13G

 

 

Item 1.

 

(a)

Name of Issuer:
Press Ganey Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
401 Edgewater Place,

Suite 500

Wakefield, Massachusetts 01880

 

Item 2.

 

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

i.      Vestar Capital Partners V, L.P. (“Vestar V”)

ii.     Vestar Capital Partners V-A, L.P. (“Vestar V-A”)

iii.    Vestar Capital Partners V-B, L.P. (“Vestar V-B”)

iv.    Vestar Executives V, L.P. (“Executives V”)

v.     Vestar Co-Invest V, L.P. (“Co-Invest V”)

vi.    Vestar Investors V, L.P. (“Investors V” and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V and Co-Invest V, the “Vestar Investors”)

vii.   Vestar/PGA Investors, LLC

viii.  Vestar Associates V, L.P. (“Vestar Associates V”)

ix.    Vestar Managers V Ltd. (“VMV”)

x.     Daniel S. O’Connell

 

(b)

Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o Vestar Capital Partners, 245 Park Avenue, 41st Floor, New York, NY 10167.

 

(c)

Citizenship of each Reporting Person is:

Each of the Vestar Investors and VMV is organized under the laws of the Cayman Islands. Vestar Associates V is organized under the laws of the United Kingdom. Vestar/PGA Investors, LLC is a Delaware limited liability company. Mr. O’Connell is a United States citizen.

 

(d)

Title of Class of Securities:

Common stock, $0.01 par value per share (“Common Stock”)

 

(e)

CUSIP Number:
74113L102

 

Item 3.

 

 

Not applicable.

 

12



 

CUSIP No. 74113L102

Schedule 13G

 

 

Item 4.

Ownership

Ownership (a-c)

 

The information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 52,698,465 shares of Common Stock outstanding as of November 3, 2015.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote
or to
direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

Vestar Capital Partners V, L.P.

 

22,532,283

 

42.8

%

0

 

22,532,283

 

0

 

22,532,283

 

Vestar Capital Partners V-A, L.P.

 

6,196,428

 

11.8

%

0

 

6,196,428

 

0

 

6,196,428

 

Vestar Capital Partners V-B, L.P.

 

815,876

 

1.5

%

0

 

815,876

 

0

 

815,876

 

Vestar Executives V, L.P.

 

374,210

 

0.7

%

0

 

374,210

 

0

 

374,210

 

Vestar Co-Invest V, L.P.

 

410,314

 

0.8

%

0

 

410,314

 

0

 

410,314

 

Vestar Investors V, L.P.

 

15,356

 

*

 

0

 

15,356

 

0

 

15,356

 

Vestar/PGA Investors, LLC

 

0

 

0

%

0

 

0

 

0

 

0

 

Vestar Associates V, L.P.

 

29,918,797

 

56.8

%

0

 

29,918,797

 

0

 

29,918,797

 

Vestar Managers V Ltd.

 

30,344,467

 

57.6

%

0

 

30,344,467

 

0

 

30,344,467

 

Daniel S. O’Connell

 

30,344,467

 

57.6

%

0

 

30,344,467

 

0

 

30,344,467

 

 


* Less than 0.1%

 

The shares of Common Stock reported herein are held directly by the Vestar Investors. Vestar Associates V is the general partner of Vestar V, Vestar V-A, Vestar V-B and Executives V and has voting and investment power over the securities held or controlled by each of them. VMV is the general partner of Co-Invest V and Investors V and has voting and investment power over the securities held or controlled by each of them. VMV is also the general partner of Vestar Associates V. Daniel S. O’Connell is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O’Connell disclaims beneficial ownership of any securities held directly by the Vestar Investors.

 

Item 5.

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

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

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group

 

Not applicable.

 

13



 

CUSIP No. 74113L102

Schedule 13G

 

 

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 12, 2016

 

 

VESTAR CAPITAL PARTNERS V, L.P.

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR CAPITAL PARTNERS V-A, L.P.

 

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR CAPITAL PARTNERS V-B, L.P.

 

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR EXECUTIVES V, L.P.

 

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

14



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

VESTAR CO-INVEST V, L.P.

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

VESTAR INVESTORS V, L.P.

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR/PGA INVESTORS LLC

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR ASSOCIATES V, L.P.

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

 

 

 

VESTAR MANAGERS V, LTD.

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

15



 

CUSIP No. 74113L102

Schedule 13G

 

 

 

DANIEL S. O’CONNELL

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

Name:

Steven Della Rocca

 

Title:

Attorney-in-fact

 

16



 

CUSIP No. 74113L102

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

24

 

Power of Attorney.

 

 

 

99

 

Joint Filing Agreement.

 

17