Schedule 13D
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||
CUSIP No.: 01021F109
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|
Page 2 of 11
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1
|
NAMES OF REPORTING PERSONS
|
||||
STONEPEAK MAGNET HOLDINGS LP
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
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
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||||
Delaware
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
20,614,093 (1)
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|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,614,093 (1)
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|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,614,093 (1)
|
|||||
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)
|
||||
19.42% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO
|
|||||
1. |
This amount includes 17,114,093 Common Shares that Stonepeak Magnet Holdings LP has the right to acquire upon exercise of the Warrants.
|
2. |
This percentage is based on the sum of (i) 71,303,427 Common Shares outstanding prior to Closing, based on information provided by the Issuer, plus, (ii) for purposes of calculating the Reporting Person’s beneficial
ownership pursuant to Rule 13d-3(d)(i) under the Act, (a) the 14,223,570 Common Shares issued to the Seller at Closing, (b) the 3,500,000 Common Shares issued to Stonepeak Magnet Holdings LP at Closing, and (c) the 17,114,093 Common Shares
issuable upon exercise of the Warrants, for a total of 105,991,090 Common Shares outstanding.
|
Schedule 13D
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||
CUSIP No.: 01021F109
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|
Page 3 of 11
|
1
|
NAMES OF REPORTING PERSONS
|
||||
STONEPEAK ASSOCIATES IV LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
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
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
20,614,093 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,614,093 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,614,093 (1)
|
|||||
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)
|
||||
19.42% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO, HC
|
|||||
1. |
This amount includes 17,114,093 Common Shares that Stonepeak Magnet Holdings LP has the right to acquire upon exercise of the Warrants.
|
2. |
This percentage is based on the sum of (i) 71,303,427 Common Shares outstanding prior to Closing, based on information provided by the Issuer, plus, (ii) for purposes of calculating the Reporting Person’s beneficial
ownership pursuant to Rule 13d-3(d)(i) under the Act, (a) the 14,223,570 Common Shares issued to the Seller at Closing, (b) the 3,500,000 Common Shares issued to Stonepeak Magnet Holdings LP at Closing, and (c) the 17,114,093 Common Shares
issuable upon exercise of the Warrants, for a total of 105,991,090 Common Shares outstanding.
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 4 of 11
|
1
|
NAMES OF REPORTING PERSONS
|
||||
STONEPEAK GP INVESTORS IV LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
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
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
20,614,093 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,614,093 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,614,093 (1)
|
|||||
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)
|
||||
19.42% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO, HC
|
|||||
1. |
This amount includes 17,114,093 Common Shares that Stonepeak Magnet Holdings LP has the right to acquire upon exercise of the Warrants.
|
2. |
This percentage is based on the sum of (i) 71,303,427 Common Shares outstanding prior to Closing, based on information provided by the Issuer, plus, (ii) for purposes of calculating the Reporting Person’s beneficial
ownership pursuant to Rule 13d-3(d)(i) under the Act, (a) the 14,223,570 Common Shares issued to the Seller at Closing, (b) the 3,500,000 Common Shares issued to Stonepeak Magnet Holdings LP at Closing, and (c) the 17,114,093 Common Shares
issuable upon exercise of the Warrants, for a total of 105,991,090 Common Shares outstanding.
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 5 of 11
|
1
|
NAMES OF REPORTING PERSONS
|
||||
STONEPEAK GP INVESTORS MANAGER LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
AF
|
|||||
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
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
20,614,093 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,614,093 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,614,093 (1)
|
|||||
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)
|
||||
19.42% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
OO, HC
|
|||||
1. |
This amount includes 17,114,093 Common Shares that Stonepeak Magnet Holdings LP has the right to acquire upon exercise of the Warrants.
|
2. |
This percentage is based on the sum of (i) 71,303,427 Common Shares outstanding prior to Closing, based on information provided by the Issuer, plus, (ii) for purposes of calculating the Reporting Person’s beneficial
ownership pursuant to Rule 13d-3(d)(i) under the Act, (a) the 14,223,570 Common Shares issued to the Seller at Closing, (b) the 3,500,000 Common Shares issued to Stonepeak Magnet Holdings LP at Closing, and (c) the 17,114,093 Common Shares
issuable upon exercise of the Warrants, for a total of 105,991,090 Common Shares outstanding.
|
Schedule 13D
|
||
CUSIP No.: 01021F109
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|
Page 6 of 11
|
1
|
NAMES OF REPORTING PERSONS
|
||||
MICHAEL DORRELL
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
||||
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
|
||||
United States of America
|
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|||
0
|
|||||
8
|
SHARED VOTING POWER
|
||||
20,614,093 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
|
||||
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
|
||||
20,614,093 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
20,614,093 (1)
|
|||||
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)
|
||||
19.42% (2)
|
|||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
||||
IN, HC
|
|||||
1. |
This amount includes 17,114,093 Common Shares that Stonepeak Magnet Holdings LP has the right to acquire upon exercise of the Warrants.
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 7 of 11
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
i. |
Stonepeak Magnet Holdings LP (“Stonepeak Magnet”), a Delaware limited partnership;
|
ii. |
Stonepeak Associates IV LLC, a Delaware limited liability company;
|
iii. |
Stonepeak GP Investors IV LLC, a Delaware limited liability company;
|
iv. |
Stonepeak GP Investors Manager LLC, a Delaware limited liability company; and
|
v. |
Michael Dorrell (“Mr. Dorrell”), a citizen of the United States of America.
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 8 of 11
|
Item 4. |
Purpose of Transaction
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 9 of 11
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits
|
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 10 of 11
|
STONEPEAK MAGNET HOLDINGS LP | |||
By: | STONEPEAK ASSOCIATES IV LLC, its sole general partner | ||
By: | STONEPEAK GP INVESTORS IV LLC, its sole member | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
Stonepeak GP Investors Manager LLC
|
|||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
Michael Dorrell
|
|||
|
By:
|
/s/ Michael Dorrell |
Schedule 13D
|
||
CUSIP No.: 01021F109
|
|
Page 11 of 11
|
STONEPEAK MAGNET HOLDINGS LP | |||
By: | STONEPEAK ASSOCIATES IV LLC, its sole general partner | ||
By: | STONEPEAK GP INVESTORS IV LLC, its sole member | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
STONEPEAK ASSOCIATES IV LLC | |||
By: | STONEPEAK GP INVESTORS IV LLC, its sole member | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
STONEPEAK GP INVESTORS IV LLC | |||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
Stonepeak GP Investors Manager LLC | |||
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell | |||
Title: Managing Member | |||
Michael Dorrell
|
|||
|
By:
|
/s/ Michael Dorrell |