UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Rackspace
Technology, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
750102105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ¨ | Rule 13d-1(b) |
| ¨ | 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 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 (“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. | Names of Reporting Persons
ABRY Partners, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
22,245,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
22,245,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,245,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
11.10%
| |
| 12. |
Type of Reporting Person (See Instructions)
OO
|
| 1. | Names of Reporting Persons
ABRY Partners II, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
22,245,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
22,245,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,245,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
11.10%
| |
| 12. |
Type of Reporting Person (See Instructions)
OO
|
| 1. | Names of Reporting Persons
DPH 123, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
12,453,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
12,453,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,453,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
6.22%
| |
| 12. |
Type of Reporting Person (See Instructions)
OO
|
| 1. | Names of Reporting Persons
ACE Investment Holdings, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
9,792,000
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
9,792,000
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,792,000
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
4.89%
| |
| 12. |
Type of Reporting Person (See Instructions)
OO
|
| 1. | Names of Reporting Persons
Royce Yudkoff | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
22,245,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
22,245,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,245,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
11.10%
| |
| 12. |
Type of Reporting Person (See Instructions)
IN
|
| 1. | Names of Reporting Persons
Peggy Koenig | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
22,245,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
22,245,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,245,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
11.10%
| |
| 12. |
Type of Reporting Person (See Instructions)
IN
|
| 1. | Names of Reporting Persons
Jay Grossman | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0
| ||
| 6. |
Shared Voting Power
22,245,029
| |||
| 7. |
Sole Dispositive Power
0
| |||
| 8. |
Shared Dispositive Power
22,245,029
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,245,029
| |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | |
| 11. |
Percent of Class Represented By Amount in Row (9)
11.10%
| |
| 12. |
Type of Reporting Person (See Instructions)
IN
|
| Item 1(a). | Name of Issuer |
| Rackspace Technology, Inc. (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
1 Fanatical Place City of Windcrest San Antonio, Texas 78218 | |
| Item 2(a). | Names of Persons Filing |
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: (i) ABRY Partners, LLC (“ABRY I”)
(ii) ABRY Partners II, LLC (“ABRY II”)
(iii) DPH 123, LLC (“DPH”)
(iv) ACE Investment Holdings, LLC (“ACE”)
(v) Royce Yudkoff
(vi) Peggy Koenig
(vii) Jay Grossman | |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
|
The principal business address of each of the Reporting Persons is as follows: C/O ABRY Partners, LLC 888 Boylston Street, Suite 1600 Boston, MA 02199 | |
| Item 2(c). | Citizenship |
| See responses to Item 4 on each cover page. | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.01 par value per share (“Common Stock”) | |
| Item 2(e). | CUSIP Number |
| 750102105 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| Not Applicable. |
| Item 4. |
Ownership
(a) Amount beneficially owned: DPH directly holds 12,453,029 shares (the “Rackspace Shares”) of Common Stock of the Issuer or 6.22% of the outstanding shares of Common Stock of the Issuer and ACE directly holds 9,792,000 of Rackspace Shares, or 4.89% of the outstanding shares of Common Stock of the Issuer, and the Reporting Persons might be deemed to beneficially own 22,245,029, or 11.10% of the outstanding shares of Common Stock of the Issuer, each based on 200,293,675 shares of Common Stock of the Issuer outstanding as of November 6, 2020, as reported in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2020.
ABRY Partners VII, L.P., ABRY Partners VII Co-Investment Fund, L.P., ABRY Senior Equity III, L.P., ABRY Senior Equity III Co-Investment Fund, L.P., ABRY Advanced Securities Fund, L.P., ABRY Advanced Securities Fund II, L.P. and ABRY Investment Partnership, L.P. (collectively the “ABRY Funds”) are entitled to a majority of the votes at any meeting of the board of directors of DPH. The ABRY Funds are managed and/or controlled by ABRY I and ABRY II and/or their respective affiliates Royce Yudkoff, as managing member of ABRY I and sole member of certain of its affiliates, has the right to exercise investment and voting power on behalf of ABRY Senior Equity III, L.P., ABRY Senior Equity III Co-Investment Fund, L.P., Advanced Securities Fund, L.P., ABRY Advanced Securities Fund II, L.P. and ABRY Investment Partnership, L.P. Peggy Koenig and Jay Grossman, as equal members of ABRY II and of certain of its affiliates, have the right to exercise investment and voting power on behalf of ABRY Partners VII, L.P., and ABRY Partners VII Co-Investment Fund, L.P.
The board of directors of ACE consists of representatives of ABRY Partners VIII, L.P., ABRY Partners VIII Co-Investment Fund, L.P., and ABRY Investment Partnership, L.P. These investment funds are also managed and/or controlled by ABRY I and ABRY II and/or their respective affiliates. Royce Yudkoff, as managing member of ABRY I and sole member of certain of its affiliates, has the right to exercise investment and voting power on behalf of ABRY Investment Partnership, L.P. Peggy Koenig and Jay Grossman, as equal members of ABRY II and certain of its affiliates, have the right to exercise investment and voting power on behalf of ABRY Partners VIII, L.P. and ABRY Partners VIII Co-Investment Fund, L.P.
(b) Percent of Class:
See responses to Item 11 on each cover page.
(c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. |
| 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 | |
| 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.
Dated: February 12, 2021
| ABRY Partners, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| ABRY Partners II, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| DPH 123, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| ACE Investment Holdings, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Royce Yudkoff | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Peggy Koenig | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Jay Grossman | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 12, 2021 |
| Exhibit B | Power of Attorney, dated as of February 12, 2021 |
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01 per share, of Rackspace Technology, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 12, 2021
| ABRY Partners, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| ABRY Partners II, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| DPH 123, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| ACE Investment Holdings, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Royce Yudkoff | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Peggy Koenig | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
| Jay Grossman | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Attorney-in-Fact | |
EXHIBIT B
POWER OF ATTORNEY
Know all by these presents that each of the undersigned, does hereby make, constitute and appoint General Counsel and Chief Operating Officer of ABRY Partners as a true and lawful attorney-in-fact of such undersigned with full powers of substitution and revocation, for and in the name, place and stead of such undersigned (in such undersigned’s individual capacity), to execute and deliver such forms that such undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of such undersigned’s ownership of or transactions in securities of Rackspace Technology, Inc. (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto), (ii) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the Exchange Act and the rules promulgated thereunder and (iii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until such undersigned is no longer required to file Forms 3, 4 and 5 or Schedule 13D or Schedule 13G with regard to his or her ownership of or transactions in securities of Rackspace Technology, Inc., unless earlier revoked in writing. Each of the undersigned acknowledges that General Counsel and Chief Operating Officer of ABRY Partners is not assuming any of such undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.
Dated: February 12, 2021
| ABRY Partners, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Authorized Person | |
| ABRY Partners II, LLC | ||
| By: | /s/ Kostas Sofronas | |
| Name: | Kostas Sofronas | |
| Title: | Authorized Person | |
| DPH 123, LLC | ||
| By: | /s/ Brian St. Jean | |
| Name: | Brian St. Jean | |
| Title: | Vice President | |
| ACE Investment Holdings, LLC | ||
| By: | /s/ Brian St. Jean | |
| Name: | Brian St. Jean | |
| Title: | Vice President | |
| Royce Yudkoff | ||
| By: | /s/ Royce Yudkoff | |
| Peggy Koenig | ||
| By: | /s/ Peggy Koenig | |
| Jay Grossman | ||
| By: | /s/ Jay Grossman | |