| UNITED STATES | ||
| SECURITIES
AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The AZEK Company Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
05478C105
(CUSIP Number)
December 4, 2023
(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 the disclosures provided in a prior cover page.
The information required in 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. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Corporate Opportunities Fund IV, L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person PN | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock (as defined below) outstanding as of January 12, 2024, as reported by the Issuer (as defined below) in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 18, 2024 (the “Proxy Statement”).
-2-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons ACOF Operating Manager IV, LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-3-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Management LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-4-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Management Holdings L.P. | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person PN | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-5-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Holdco LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-6-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Management Corporation | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person CO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-7-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Management GP LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-8-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Voting LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-9-
| CUSIP No. 05478C105 | Schedule 13G |
| 1 | Names
of Reporting Persons Ares Partners Holdco LLC | ||
| 2 | Check the Appropriate Box if a Member of a Group | ||
| (a) | ¨ | ||
| (b) | x | ||
| 3 | SEC Use Only | ||
| 4 | Citizen
or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole
Voting Power 0 |
| 6 | Shared
Voting Power 0 | |
| 7 | Sole
Dispositive Power 0 | |
| 8 | Shared
Dispositive Power 0 | |
| 9 | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | |
| 11 | Percent
of Class Represented by Amount in Row 9 0%* | |
| 12 | Type
of Reporting Person OO | |
* The calculation of the percentage of outstanding shares is based on 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement.
-10-
| Item 1. | |||||
| (a) | Name of Issuer: The AZEK Company Inc. (the “Issuer”) | ||||
| (b) | Address of Issuer’s Principal Executive Offices: 1330 W Fulton Street, Suite 350, Chicago Illinois 60607 | ||||
| Item 2. | |||||
| (a) | Name of Person Filing: Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”. This statement is filed on behalf of Ares Corporate Opportunities Fund IV, L.P. (“ACOF IV”), ACOF Operating Manager IV, LLC (“ACOF IV IM”), Ares Management LLC, Ares Management Holdings L.P. (“Ares Management Holdings”), Ares Holdco LLC (“Ares Holdco”), Ares Management Corporation (“Ares Management”), Ares Management GP LLC (“Ares Management GP”), Ares Voting LLC (“Ares Voting”) and Ares Partners Holdco LLC (“Ares Partners”). | ||||
| (b) | Address or Principal Business Office: The business address of each Reporting Person is 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. | ||||
| (c) | Citizenship of each Reporting Person is: Each of the Reporting Persons is organized under the laws of the State of Delaware. | ||||
| (d) | Title of Class of Securities: The Issuer’s Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”). | ||||
| (e) | CUSIP Number: 05478C105 | ||||
| Item 3. | |||||
| Not applicable. | |||||
| Item 4. | Ownership | ||||
Ownership (a-b)
The ownership information presented below sets forth the number of shares and percentage of the Class A Common Stock that each Reporting Person beneficially owns or may be deemed to beneficially own as of the filing date of this Amendment No. 2 (this “Amendment No. 2”) to the statement on Schedule 13G filed by the Reporting Persons on February 12, 2021 and as amended by the Amendment No. 1 dated as of February 14, 2022, Amendment to Original Schedule 13G dated as of February 8, 2023, and Amendment to Amendment No. 1 dated as of February 8, 2023 (together with this Amendment No. 2, this “Schedule 13G”), based upon 145,826,079 shares of Class A Common Stock outstanding as of January 12, 2024, as reported by the Issuer in its Proxy Statement. As of the date that this Amendment No. 2 is filed, ACOF IV is the holder of record of 0 shares of Class A Common Stock, which represents 0% of the issued and outstanding shares of Class A Common Stock as of January 12, 2024. The Reporting Persons, as a result of the relationships described below, may be deemed to directly or indirectly beneficially own the shares of Class A Common Stock held of record by ACOF IV.
The manager of ACOF IV is ACOF IV IM, and the sole member of ACOF IV IM is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings, and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the “Ares Class B Common Stock”) and Ares Voting is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the “Ares Class C Common Stock”). Pursuant to Ares Management’s Certificate of Incorporation in effect as of the date of this Schedule 13G, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over decisions by the Board Members.
Each of the Reporting Persons (other than ACOF IV), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the shares of Class A Common Stock reported herein for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act.
(c) The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class | ||
As of December 4, 2023, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the Issuer’s Class A Common Stock.
| 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.
Date: February 13, 2024
| Ares Corporate Opportunities Fund IV, L.P. | ||
| By: | ACOF Operating Manager IV, LLC | |
| Its: | Manager | |
| Signed: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| ACOF Operating Manager IV, LLC | ||
| Signed: | /s/ Evan Hoole | |
| Name: | Evan Hoole | |
| Title: | Authorized Signatory | |
| Ares Management LLC | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Holdings L.P. | ||
| By: | Ares Holdco LLC | |
| Its: | General Partner | |
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Holdco LLC | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management Corporation | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Management GP LLC | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
Ares Voting LLC By: Ares Partners Holdco LLC, its sole member | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
| Ares Partners Holdco LLC | ||
| Signed: | /s/ Anton Feingold | |
| Name: | Anton Feingold | |
| Title: | Authorized Signatory | |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement, dated as of February 13, 2024, by and among the Reporting Persons. |