13D Filing: Elliott Associates, L.P. and Affinion Group Holdings Inc. (AFGR)

The following constitutes Amendment No.1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On June 12, 2017, North Dakota Insurance Commissioner approved the Reporting Persons’ disclaimer of affiliation, allowing the Reporting Persons to own up to 17.2% of the shares of Affinion Group on a fully diluted basis.

The information set forth in Items 5 and 6 of this Statement is hereby incorporated by reference in this Item 4.

ITEM 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 11,049,675 shares of Common Stock outstanding, based on the 9,093,330 shares of Common Stock outstanding as of May 11, 2017 as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2017 and 1,956,345 shares of Common Stock issuable upon exercise of the Warrants.

As of the date hereof, Elliott beneficially owned 762,030 shares of Common Stock, including 626,030 shares of Common Stock issuable upon exercise of the Warrants, constituting approximately 6.9% of the shares of Common Stock outstanding.

As of the date hereof, Elliott International beneficially owned 1,619,315 shares of Common Stock, including 1,330,315 shares of Common Stock issuable upon exercise of the Warrants, constituting approximately 14.7% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 1,619,315 shares of Common Stock beneficially owned by Elliott International, constituting approximately 14.7% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 2,381,345 shares of Common Stock, including 1,956,345 shares of Common Stock issuable upon exercise of the Warrants, constituting approximately 21.6% of the shares of Common Stock outstanding. Pursuant to the Amended and Restated Investor Purchase Agreement, dated May 9, 2017 (the “Investor Purchase Agreement”), in connection with certain refinancing transactions by Affinion Group, Elliott and Elliott International expect to receive, on or about July 15, 2017, Warrants to purchase 163,843 shares of Common Stock.

The shares beneficially owned by the Reporting Persons together with the shares issuable upon exercise of the Warrants the Reporting Persons expect to receive on July 15, 2017, represent less than 17.2% of the shares of Affinion Group on a fully diluted basis.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated as follows:

Pursuant to the Investor Purchase Agreement, on May 10, 2017, the Reporting Persons acquired Warrants (the “Warrants”) to acquire up to 1,956,345 shares of Common Stock at an exercise price equal to $0.01 (1,956,345 shares of which are currently exercisable and included in Item 5 above). However, the Reporting Persons are prevented from exercising the Warrants to the extent that after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 17.2% of the shares of Affinion Group on a fully diluted basis without the consent of the North Dakota Insurance Commissioner.