Filing Details
- Accession Number:
- 0001571049-16-018260
- Form Type:
- 13D Filing
- Publication Date:
- 2016-09-14 12:41:59
- Filed By:
- Nightingale Onshore Holdings L.p.
- Company:
- Elizabeth Arden Inc (NASDAQ:RDEN)
- Filing Date:
- 2016-09-14
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Nightingale Onshore Holdings | None 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON Nightingale Offshore Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 None 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON PN 1 NAME OF REPORTING PERSON Nightingale GP LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 None 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON OO Amount reported previously should have been 6,516,354. 1 NAME OF REPORTING PERSON Rh ne Capital IV L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 None 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON PN Amount reported previously should have been 6,537,164. 1 NAME OF REPORTING PERSON Rh ne Holdings IV L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 None 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON OO Amount reported previously should have been 6,537,164. 1 NAME OF REPORTING PERSON Rh ne Capital L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS 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 None 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER None 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None 14 TYPE OF REPORTING PERSON OO Amount reported previously should have been 6,537,164. This Amendment No. 9 (this Amendment ) amends the Schedule 13D, and related amendments, filed by the following entities (collectively referred to herein as the Reporting Persons and each as a Reporting Person ) with the U.S. Securities and Exchange Commission on August 22, 2014 (as previously amended, the Initial Statement ) (a)Nightingale Onshore Holdings L.P., a Delaware limited partnership and Nightingale Offshore Holdings L.P., a Delaware limited partnership (the Purchasers ). (b)Nightingale GP LLC, a Delaware limited liability company. (c)Rh ne Capital IV L.P., a Delaware limited partnership. (d)Rh ne Holdings IV L.L.C., a Delaware limited liability company. (e)Rh ne Capital L.L.C., a Delaware limited liability company. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Initial Statement. ITEM 5.Interest in Securities of the Issuer. Item 5 is hereby amended to add the following 1. (a) (b) The Reporting Persons do not beneficially own any shares of Common Stock or shares of Series A Serial A Preferred Stock, as of September 7, 2016. 2. (c) On September 7, 2016, (i) each share of Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive 14.00 per share in cash, par value 0.01 per share, pursuant to an Agreement and Plan of Merger dated as of June 16, 2016 (the Merger Agreement ) with Revlon, Inc., a Delaware corporation, and (ii) each share of Series A Serial Preferred Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive 1,157.43 per share in cash, par value 0.01 per share, pursuant to the Merger Agreement. 3. (d) Not applicable. 4. (e) The Reporting Persons ceased to beneficially own more than 5% | |||||
| Nightingale Offshore Holdings | ||||||
| Nightingale GP | ||||||
| Rh ne Capital IV | ||||||
| Rh ne Holdings IV | ||||||
| Rh ne Capital |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 9)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Elizabeth Arden, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
28660G106
(CUSIP Number)
M. Allison Steiner
Nightingale GP LLC
630 Fifth Avenue, Suite 2710
New York, New York 10111
(212) 218-6700
With a copy to:
Trevor S. Norwitz
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 7, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
______________________________________________________________________________________
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are sent.
_____________________________________________________________________________
*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 disclosures provided in a prior cover page.
The information required on 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, as amended (the “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).
|
1 |
NAME OF REPORTING PERSON
Nightingale Onshore Holdings L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None |
| 8 |
SHARED VOTING POWER None | |
| 9 |
SOLE DISPOSITIVE POWER None | |
| 10 |
SHARED DISPOSITIVE POWER None |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None |
|
14 |
TYPE OF REPORTING PERSON PN |
|
1 |
NAME OF REPORTING PERSON
Nightingale Offshore Holdings L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None |
|
8 |
SHARED VOTING POWER None | |
|
9 |
SOLE DISPOSITIVE POWER None | |
|
10 |
SHARED DISPOSITIVE POWER None |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None |
|
14 |
TYPE OF REPORTING PERSON PN |
|
1 |
NAME OF REPORTING PERSON
Nightingale GP LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None* |
|
8 |
SHARED VOTING POWER None* | |
|
9 |
SOLE DISPOSITIVE POWER None* | |
|
10 |
SHARED DISPOSITIVE POWER None* |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None* |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None* |
|
14 |
TYPE OF REPORTING PERSON OO |
*Amount reported previously should have been 6,516,354.
|
1 |
NAME OF REPORTING PERSON
Rhône Capital IV L.P. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None* |
|
8 |
SHARED VOTING POWER None* | |
|
9 |
SOLE DISPOSITIVE POWER None* | |
|
10 |
SHARED DISPOSITIVE POWER None* |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None* |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None* |
|
14 |
TYPE OF REPORTING PERSON PN |
*Amount reported previously should have been 6,537,164.
|
1 |
NAME OF REPORTING PERSON
Rhône Holdings IV L.L.C. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None* |
|
8 |
SHARED VOTING POWER None* | |
|
9 |
SOLE DISPOSITIVE POWER None* | |
|
10 |
SHARED DISPOSITIVE POWER None* |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None* |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None* |
|
14 |
TYPE OF REPORTING PERSON OO |
*Amount reported previously should have been 6,537,164.
|
1 |
NAME OF REPORTING PERSON
Rhône Capital L.L.C. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ (b) ¨ |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
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 None* |
|
8 |
SHARED VOTING POWER None* | |
|
9 |
SOLE DISPOSITIVE POWER None* | |
|
10 |
SHARED DISPOSITIVE POWER None* |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None* |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) None* |
|
14 |
TYPE OF REPORTING PERSON OO |
*Amount reported previously should have been 6,537,164.
This Amendment No. 9 (this “Amendment”) amends the Schedule 13D, and related amendments, filed by the following entities (collectively referred to herein as the “Reporting Persons” and each as a “Reporting Person”) with the U.S. Securities and Exchange Commission on August 22, 2014 (as previously amended, the “Initial Statement”):
| (a) | Nightingale Onshore Holdings L.P., a Delaware limited partnership and Nightingale Offshore Holdings L.P., a Delaware limited partnership (the “Purchasers”). |
| (b) | Nightingale GP LLC, a Delaware limited liability company. |
| (c) | Rhône Capital IV L.P., a Delaware limited partnership. |
| (d) | Rhône Holdings IV L.L.C., a Delaware limited liability company. |
| (e) | Rhône Capital L.L.C., a Delaware limited liability company. |
Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Initial Statement.
| ITEM 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended to add the following:
1. (a) – (b) The Reporting Persons do not beneficially own any shares of Common Stock or shares of Series A Serial A Preferred Stock, as of September 7, 2016.
2. (c) On September 7, 2016, (i) each share of Common Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $14.00 per share in cash, par value $0.01 per share, pursuant to an Agreement and Plan of Merger dated as of June 16, 2016 (the “Merger Agreement”) with Revlon, Inc., a Delaware corporation, and (ii) each share of Series A Serial Preferred Stock beneficially owned by the Reporting Persons was cancelled and converted into the right to receive $1,157.43 per share in cash, par value $0.01 per share, pursuant to the Merger Agreement.
3. (d) Not applicable.
4. (e) The Reporting Persons ceased to beneficially own more than 5% of the shares of both Common Stock and Series A Serial Preferred Stock on September 7, 2016.
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: September 14, 2016 | Nightingale Onshore Holdings L.P.
By: Nightingale GP LLC, its general partner | |||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Manager | |||
| Nightingale Offshore Holdings L.P.
By: Nightingale GP LLC, its general partner | ||||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Manager | |||
| Nightingale GP LLC | ||||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Manager | |||
| Rhône Capital IV L.P.
By: Rhône Holdings IV L.L.C., its general partner | ||||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Authorized Signatory | |||
| Rhône Holdings IV L.L.C. | ||||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Authorized Signatory | |||
| Rhône Capital L.L.C. | ||||
| By: | /s/ Franz-Ferdinand Buerstedde | |||
| Name: | Franz-Ferdinand Buerstedde | |||
| Title: | Manager | |||