UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Snap One Holdings Corp
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
83303Y105
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: specificity
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | 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).
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
H&F Corporate Investors VIII, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
55,424,435 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
55,424,435 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
55,424,435 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
73.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
2
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
Hellman & Friedman Investors VIII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
55,424,435 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
55,424,435 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
55,424,435 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
73.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
3
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
Hellman & Friedman Capital Partners VIII L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
41,962,805 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
41,962,805 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
41,962,805 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
55.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
4
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
Hellman & Friedman Capital Partners VIII (Parallel), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
10,706,163 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
10,706,163 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,706,163 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
14.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
5
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
HFCP VIII (Parallel-A), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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
2,023,312 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,023,312 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,023,312 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
2.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
6
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
H&F Executives VIII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
607,517 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
607,517 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
607,517 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.8% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
7
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
H&F Associates VIII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of shares beneficially owned by each reporting person with |
5. | Sole Voting Power
124,638 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
124,638 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
124,638 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
8
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
H&F Copper Holdings VIII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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
18,107,829 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
18,107,829 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,107,829 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
23.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
9
CUSIP No. 83303Y105
| 1. |
Name of Reporting Person
H&F Copper Holdings VIII GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 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
18,107,829 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
18,107,829 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,107,829 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
23.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
10
STATEMENT ON SCHEDULE 13G
Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of Snap One Holdings Corp. (the “Issuer”).
Item 1.
(a) Name of Issuer:
Snap One Holdings Corp.
(b) Address of Issuer’s Principal Executive Offices:
1800 Continental Boulevard, Suite 200
Charlotte, North Carolina 28273
Item 2.
(a) Name of Person Filing:
H&F Corporate Investors VIII, Ltd.
Hellman & Friedman Investors VIII, L.P.
Hellman & Friedman Capital Partners VIII, L.P.
Hellman & Friedman Capital Partners VIII (Parallel), L.P.
HFCP VIII (Parallel-A), L.P.
H&F Executives VIII, L.P.
H&F Associates VIII, L.P.
H&F Copper Holdings VIII, L.P.
H&F Copper Holdings VIII GP, LLC
(b) Address of Principal Business Office, or, if None, Residence:
The principal business office for all persons filing:
415 Mission Street, Suite 5700
San Francisco, CA 94105
(c) Citizenship:
See Item 4 of each cover page.
(d) Title of Class of Securities:
Common stock, par value $0.01 per share.
(e) CUSIP Number:
83303Y105
Item 3.
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
See Item 9 of each cover page.
11
The Reporting Persons beneficially own an aggregate of 55,424,435 shares of Common Stock. Hellman & Friedman Capital Partners VIII, L.P. directly holds 23,854,976 shares of Common Stock, Hellman & Friedman Capital Partners VIII (Parallel), L.P. directly holds 10,706,163 shares of Common Stock, HFCP VIII (Parallel-A), L.P. directly holds 2,023,312 shares of Common Stock, H&F Executives VIII, L.P. directly holds 607,517 shares of Common Stock, H&F Associates VIII, L.P. directly holds 124,638 shares of Common Stock and H&F Copper Holdings VIII, L.P. directly holds 18,107,829 shares of Common Stock.
The general partner of H&F Copper Holdings VIII, L.P. is H&F Copper Holdings VIII GP, LLC. The managing member of H&F Copper Holdings VIII GP, LLC is Hellman & Friedman Capital Partners VIII, L.P. The general partner of each of Hellman & Friedman Capital Partners VIII, L.P., Hellman & Friedman Capital Partners VIII (Parallel), L.P., HFCP VIII (Parallel-A), L.P., H&F Associates VIII, L.P. and H&F Executives VIII, L.P. (collectively, the “H&F VIII Funds”) is Hellman & Friedman Investors VIII, L.P. The general partner of Hellman & Friedman Investors VIII, L.P. is H&F Corporate Investors VIII, Ltd.
A three member board of directors of H&F Corporate Investors VIII Ltd. has investment discretion over the shares held by the H&F VIII Funds and H&F Copper Holdings VIII, L.P. Each of the members of the board of directors disclaims beneficial ownership of such shares.
(b) Percent of class:
See Item 11 of each cover page.
The Reporting Persons beneficially own an aggregate of 55,424,435 shares of Common Stock representing approximately 73.0% of the outstanding shares. The ownership percentages are calculated based upon 75,889,278 shares of Common Stock outstanding as of November 2, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 24, 2021, as filed with the Securities and Exchange Commission on November 5, 2021.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Item 5 of each cover page.
(ii) Shared power to vote or to direct the vote
See Item 6 of each cover page.
(iii) Sole power to dispose or to direct the disposition of
See Item 7 of each cover page.
(iv) Shared power to dispose or to direct the disposition of
See Item 8 of each cover page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
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.
12
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
13
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated February 8, 2022
| H&F CORPORATE INVESTORS VIII LTD. | ||
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| HELLMAN & FRIEDMAN INVESTORS VIII L.P. | ||
| By: | H&F Corporate Investors VIII Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII L.P. | ||
| By: | Hellman & Friedman Investors VIII L.P., its general partner | |
| By: | H&F Corporate Investors VIII Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| HELLMAN & FRIEDMAN CAPITAL PARTNERS VIII (PARALLEL), L.P. | ||
| By: | Hellman & Friedman Investors VIII L.P., its general partner | |
| By: | H&F Corporate Investors VIII Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| HFCP VIII (PARALLEL-A), L.P. | ||
| By: | Hellman & Friedman Investors VIII L.P., its general partner | |
| By: | H&F Corporate Investors VIII Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| H&F EXECUTIVES VIII L.P. | ||
| By: | Hellman & Friedman Investors VIII L.P., its general partner | |
| By: | H&F Corporate Investors VIII Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| H&F ASSOCIATES VIII, L.P. | ||
| By: | Hellman & Friedman Investors VIII, L.P., its general partner | |
| By: | H&F Corporate Investors VIII, Ltd., its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| H&F COPPER HOLDINGS VIII, L.P. | ||
| By: | H&F Copper Holdings VIII GP, LLC, its general partner | |
| By: | Hellman & Friedman Capital Partners VIII, L.P., its managing member | |
| By: | Hellman & Friedman Investors VIII, L.P., its general partner | |
| By: | H&F Corporate Investors VIII, Ltd. its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
| H&F COPPER HOLDINGS VIII GP, LLC | ||
| By: | Hellman & Friedman Capital Partners VIII, L.P., its managing member | |
| By: | Hellman & Friedman Investors VIII, L.P., its general partner | |
| By: | H&F Corporate Investors VIII, Ltd. its general partner | |
| By: | /s/ Trevor Watt | |
| Name: | Trevor Watt | |
| Title: | Vice President | |
EXHIBIT INDEX
| Exhibit Number |
Title | |
| 1 | Joint Filing Agreement dated February 8, 2022 | |