0001140361-12-022121.txt : 20120501 0001140361-12-022121.hdr.sgml : 20120501 20120501160100 ACCESSION NUMBER: 0001140361-12-022121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120427 FILED AS OF DATE: 20120501 DATE AS OF CHANGE: 20120501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Stream Global Services, Inc. CENTRAL INDEX KEY: 0001405287 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 260420454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 WILLIAMS STREET STREET 2: SUITE 310 CITY: WELLESLEY STATE: MA ZIP: 02481 BUSINESS PHONE: 781-304-1800 MAIL ADDRESS: STREET 1: 20 WILLIAMS STREET STREET 2: SUITE 310 CITY: WELLESLEY STATE: MA ZIP: 02481 FORMER COMPANY: FORMER CONFORMED NAME: Global BPO Services Corp DATE OF NAME CHANGE: 20070702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity GP VI International L.P. (Cayman Partnership) CENTRAL INDEX KEY: 0001445202 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33739 FILM NUMBER: 12800554 BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Providence Equity Partners VI International L.P. (Cayman Partnership) CENTRAL INDEX KEY: 0001445203 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33739 FILM NUMBER: 12800553 BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEP VI International Ltd. CENTRAL INDEX KEY: 0001445204 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33739 FILM NUMBER: 12800555 BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: (401) 751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA, 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER NAME: FORMER CONFORMED NAME: Providence Equity Partners VI International Ltd. (Cayman Company) DATE OF NAME CHANGE: 20080915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGS Dutchco B.V. CENTRAL INDEX KEY: 0001451203 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33739 FILM NUMBER: 12800551 BUSINESS ADDRESS: STREET 1: FRED. ROESKESTRAAT 123 CITY: AMSTERDAM STATE: P7 ZIP: 1076 EE BUSINESS PHONE: 401-751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA STREET 2: 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EGS Luxco S.ar.l. CENTRAL INDEX KEY: 0001451204 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33739 FILM NUMBER: 12800552 BUSINESS ADDRESS: STREET 1: 31, BOULEVARD PRINCE HENRI CITY: ESCH-SUR-ALZETTE STATE: N4 ZIP: L-1724 BUSINESS PHONE: 401-751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA STREET 2: 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 4 1 doc1.xml FORM 4 X0305 4 2012-04-27 1 0001405287 Stream Global Services, Inc. SGS 0001445204 PEP VI International Ltd. C/O PROVIDENCE EQUITY PARTNERS INC. 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001445202 Providence Equity GP VI International L.P. (Cayman Partnership) 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001445203 Providence Equity Partners VI International L.P. (Cayman Partnership) 50 KENNEDY PLAZA, 18TH FLOOR PROVIDENCE RI 02903 0 0 1 0 0001451204 EGS Luxco S.ar.l. 31, BOULEVARD PRINCE HENRI ESCH-SUR-ALZETTE N4 L-1724 LUXEMBOURG 0 0 1 0 0001451203 EGS Dutchco B.V. FRED. ROESKESTRAAT 123 AMSTERDAM P7 1076 EE NETHERLANDS 0 0 1 0 Common Stock 2012-04-27 4 P 0 521549 3.25 A 71532829 I By SGS Holdings LLC Common Stock 2012-04-27 4 P 0 155599 3.25 A 71688428 I By SGS Holdings LLC Common Stock 2012-04-27 4 P 0 155599 3.25 A 71844027 I By SGS Holdings LLC Common Stock 2012-04-27 4 P 0 1250000 3.25 A 73094027 I By SGS Holdings LLC Common Stock 2012-04-27 4 P 0 2871412 3.25 A 0 I By SGS Holdings LLC As a result of the contribution of the shares of common stock, par value $0.001 per share ("Shares"), of Stream Global Services, Inc. ("Stream") held by each of Ares Corporate Opportunities Fund II, L.P. ("Ares"), EGS Dutchco B.V. ("EGS Dutchco"), NewBridge International Investment Ltd. ("NewBridge, and together with Ares and EGS Dutchco, the "Parent Members"), G. Drew Conway ("Mr. Conway") and Paul G. Joubert ("Mr. Joubert" and, together with Mr. Conway, the "Rollover Directors") to SGS Holdings LLC ("Parent"), as of April 27, 2012, Ares, EGS Dutchco, NewBridge, Mr. Conway and Mr. Joubert beneficially owned 50.8%, 19.0%, 28.9%, 0.6% and 0.7%, respectively, of the units of membership interest of Parent. Accordingly, each of the Parent Members and the Rollover Directors may be deemed to have indirect beneficial ownership of a portion of the Shares reported on this Form 4. Each of (i) PEP VI International Ltd. ("PEP VI"), as sole general partner of Providence Equity GP VI International, L.P. ("Providence GP"), (ii) Providence GP, as sole general partner of Providence Equity Partners VI International L.P. ("Providence VI"), (iii) Providence VI, as parent company of EGS Luxco S.a.r.l ("EGS Luxco"), and (iv) EGS Luxco, as parent company of EGS Dutchco, may be deemed to indirectly own the securities described in this Form 4. Each of PEP VI, Providence GP, Providence VI, EGS Luxco and EGS Dutchco disclaims beneficial ownership except to the extent of each of their pecuniary interests therein. On March 5, 2012, Parent entered into a stock purchase agreement with Lloyd Linnell to acquire 521,549 Shares at a price of $3.25 per Share (the "Linnell Purchase"). On April 27, 2012, Parent closed the Linnell Purchase and thereby acquired all such Shares. On March 5, 2012, Parent entered into a stock purchase agreement with Stephen Moore to acquire 155,599 Shares at a price of $3.25 per Share (the "S. Moore Purchase"). On April 27, 2012, Parent closed the S. Moore Purchase and thereby acquired all such Shares. On March 5, 2012, Parent entered into a stock purchase agreement with Patricia Moore to acquire 155,599 Shares at a price of $3.25 per Share (the "P. Moore Purchase"). On April 27, 2012, Parent closed the P. Moore Purchase and thereby acquired all such Shares. On March 5, 2012, Parent entered into a stock purchase agreement (the "Brookside Stock Purchase Agreement") with Brookside Capital Trading Fund, L.P. ("Brookside") to acquire 1,500,000 Shares at a price of $3.25 per Share (the "Brookside Purchase"). On April 27, 2012, Parent and Brookside entered into an amendment (the "Amendment") to the Brookside Stock Purchase Agreement reducing the number of Shares to be sold pursuant to the Brookside Stock Purchase Agreement from 1,500,000 Shares to 1,250,000 Shares to reflect the correct number of Shares owned by Brookside. On April 27, 2012, immediately after entering into the Amendment, Parent closed the Brookside Purchase and thereby acquired all such Shares. On April 27, 2012, pursuant to the terms of that certain Contribution and Exchange Agreement (the "Parent Contribution Agreement"), dated as of April 27, 2012, by and between Parent and Stream Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("MergerSub"), Parent contributed 73,094,027 Shares to MergerSub in exchange for shares of common stock, par value $0.001 per share of MergerSub. On April 27, 2012, MergerSub consummated a short-form merger (the "Merger") under Section 253 of the General Corporation Law of the State of Delaware ("DGCL") pursuant to which MergerSub merged with and into Stream, with Stream as the surviving corporation (the "Surviving Corporation"). Pursuant to the terms of the Merger, each Share (other than Shares held by Stream as treasury stock, by MergerSub, or by stockholders of Stream who properly exercise statutory appraisal rights under the DGCL) issued and outstanding immediately prior to the effective time of the Merger was cancelled and automatically converted into the right to receive $3.25 in cash, without interest and subject to any applicable withholding tax, upon surrender of the certificate representing such Share, together with a letter of transmittal. (continued in footnote 9) (Continuation of Footnote 8) - Each Share held by Stream and MergerSub was canceled at the effective time of the Merger for no consideration. In addition, each share of capital stock of MergerSub issued and outstanding immediately prior to the effective time of the Merger was automatically converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation. As a result of the Merger, Stream is now owned by Parent, the former sole stockholder of MergerSub. See Exhibit 99.1 incorporated herein by reference. /s/ Robert S. Hull, Secretary, Treasurer and Chief Financial Officer of PEP VI International Ltd. 2012-05-01 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS Unassociated Document
EXHIBIT 99.1
Joint Filer Information

Name and Address of Reporting Person:
Providence Equity GP VI International L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Stream Global Services, Inc.
 
(SGS)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
4/27/12
 
Designated Filer:
PEP VI International Ltd.
 
PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.
 
By:  PEP VI International Ltd., its sole general partner
 
 
/s/ Robert S. Hull
    
Name:  Robert S. Hull
Title:   Secretary, Treasurer and Chief Financial Officer
 
  
Date: May 1, 2012

 
 
 
 


Name and Address of Reporting Person:
Providence Equity Partners VI International L.P.
 
c/o Providence Equity Partners Inc.
 
50 Kennedy Plaza, 18th Floor
 
Providence, Rhode Island, 02903

Issuer Name and Ticker or Trading Symbol:
Stream Global Services, Inc.
 
(SGS)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
4/27/12
 
Designated Filer:
PEP VI International Ltd.
 

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.
 
By:   Providence Equity GP VI International L.P., its sole general partner
 
By:   PEP VI International Ltd., its sole general partner
 
/s/ Robert S. Hull
    
Name:  Robert S. Hull
Title:    Secretary, Treasurer and Chief Financial Officer
 
  
Date: May 1, 2012

 
 
 
 


Name and Address of Reporting Person:
EGS Luxco S.àr.l.
 
31 Boulevard Prince Henri
L-1724 Luxembourg

Issuer Name and Ticker or Trading Symbol:
Stream Global Services, Inc.
 
(SGS)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
4/27/12
 
Designated Filer:
PEP VI International Ltd.
 


EGS LUXCO S.ÀR.L.
 
 
/s/ Sinisa Krnic
    
Name:   Sinisa Krnic
Title:     Manager
 
  
Date: May 1, 2012


 
 
 
 


Name and Address of Reporting Person:
EGS Dutchco B.V.
 
Fred Roeskestraat 123
1076 EE, Amsterdam
The Netherlands

Issuer Name and Ticker or Trading Symbol:
Stream Global Services, Inc.
 
(SGS)

Relationship of Joint Filer to Issuer:
10% Owner
 
Date of Earliest Transaction Required to be Reported:
4/27/12
 
Designated Filer:
PEP VI International Ltd.
 
EGS DUTCHCO B.V.
 
 
/s/Sinisa Krnic
  
Name: Sinisa Krnic
Title:   Director
Date: May 1, 2012