Filed on 2011-12-21 by Acof I Llc SEC CIK 1536613 Form 3
Accession 0001104659-11-070691.txt Sec File: edgar/data/1536613/0001104659-11-070691-index.htm
2011-12-21 Acof I Llc (CIK 1536613) through Direct
Invested in Orchard Supply Hardware Stores Corp remaining shares owned 1194000
Class A Common Stock Orchard Supply Hardware Stores Corp Osh
f1 these shares of class a common stock are expected to be exchanged into shares of class c common stock to-be-authorized in connection with the proposed distribution of all of the shares of the issuer's class a common stock and all of the shares of the to-be-designated-and-issued series a preferred stock of the issuer held by sears holdings corporation ("sears") to its stockholders as described in the issuer's registration statement on form s-1 (no. 333-175105) filed with the securities and exchange commission.
f2 the shares of class c common stock may be converted into class a common stock on the basis of one share of class a common stock for each share of class c common stock upon the approval of the issuer's board of directors and subsequent approval of (i) the issuer's shareholders voting as a single class and (ii) the holders of a majority of the voting power of the class c common stock voting as a separate class. in addition, shares of class c common stock are automatically converted on the basis of one share of class a common stock for each share of class c common stock upon the occurrence of (i) a transfer of such shares of class c common stock to any person or entity other than to acof llc and certain of its permitted transferees or (ii) acof llc and its affiliates and permitted transferees owning a number of shares of class b common stock and class c common stock representing in the aggregate a percentage of the issuer's outstanding common stock that is less than 5%.
f3 acof llc (as defined below) has the right to designate two board members pursuant to the amended and restated stockholder's agreement, dated january 8, 2008, among sears, roebuck and co., acof llc and the issuer.
f4 this form 3 is being filed jointly by (i) acof i llc ("acof llc"), (ii) ares corporate opportunities fund, l.p. ("acof"), (ii) acof management, l.p. ("acof management"), (iii) acof operating manager, l.p. ("acof operating"), (iv) ares management inc. ("ares inc."), (v) ares management llc ("ares management"), (vi) ares management holdings llc ("ares management holdings"), (vii) ares holdings llc ("ares holdings") and (viii) ares partners management company llc ("apmc") (collectively, the "ares entities" or the "reporting persons") in respect of any shares of common stock of the issuer ("common stock") held directly by acof llc.
f5 acof llc is owned by acof. the general partner of acof is acof management, the general partner of acof management is acof operating and the general partner of acof operating is ares inc. ares inc. is owned by ares management, which, in turn, is controlled by ares management holdings. ares management holdings is controlled by ares holdings, which, in turn, is controlled by apmc. apmc is managed by an executive committee comprised of michael arougheti, david kaplan, gregory margolies, antony ressler and bennett rosenthal. because the executive committee acts by consensus/majority approval, none of the members of the executive committee has sole voting or dispositive power with respect to any shares of common stock.
f6 each of the ares entities, the partners, members, stockholders, directors, executive officers and managers of the ares entities and the executive committee of apmc (except acof and acof llc, with respect to the shares held directly by acof llc) expressly disclaims beneficial ownership of, and any pecuniary interest in, any shares of common stock, except to the extent of any pecuniary interest therein.