UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
NCS Multistage Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
628877102
(CUSIP Number)
Richard Terranova, Advent International 800 Boylston Street, Boston MA 02199
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2017
(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)
☒ 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. 628877102
|
13G | Page 2 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International Corporation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
29,568,536 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
29,568,536 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,568,536 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
67.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO,IA | |||||
| CUSIP No. 628877102 | 13G | Page 3 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
29,568,536 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
29,568,536 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,568,536 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
67.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 628877102 | 13G | Page 4 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-NCS Acquisition Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
29,568,536 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
29,568,536 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,568,536 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
67.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 5 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-NCS GP LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
29,568,536 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
29,568,536 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,568,536 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
67.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 628877102 | 13G | Page 6 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VII GP Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
10,088,786 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
10,088,786 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,088,786 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 7 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VII GP (Delaware) Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
18,820,370 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
18,820,370 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,820,370 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.9% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 8 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VII Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
11,828 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
11,828 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,828 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 9 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VII-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
29,570 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
29,570 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,570 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 10 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VII-B Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
289,771 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
289,771 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,771 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 11 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VII Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
260,204 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
260,204 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
260,204 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 12 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VII-A Cayman Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
68,007 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
68,007 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,007 | |||||
| 10. | CHECK 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 | |||||
| CUSIP No. 628877102 | 13G | Page 13 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
3,693,109 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,693,109 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,693,109 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 14 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
3,418,124 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,418,124 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,418,124 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 15 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-B Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
8,589,659 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
8,589,659 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,589,659 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 16 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-C Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
2,729,175 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,729,175 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,729,175 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 17 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-D Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
2,211,725 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,211,725 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,725 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 18 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-E Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
6,188,694 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
6,188,694 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,188,694 | |||||
| 10. | CHECK 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 | |||||
| CUSIP No. 628877102 | 13G | Page 19 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-F Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
798,351 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
798,351 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,351 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 20 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-G Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
798,351 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
798,351 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,351 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 21 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VII-H Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (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
481,968 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
481,968 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
481,968 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 628877102 | 13G | Page 22 of 30 |
| Item 1. |
| (a) | Name of Issuer |
NCS Multistage Holdings, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
19450 State Highway 249, Suite 200 Houston, Texas (281) 453-2222
| Item 2. |
| (a) | Name of Person Filing |
| (b) | Address of Principal Business Office |
| (c) | Citizenship |
This statement is being filed on behalf of the following Reporting Persons:
Advent International Corporation, a Delaware corporation;
Advent International GPE VII LLC, a Delaware LLC;
Advent-NCS Acquisition Limited Partnership, a Delaware limited partnership;
Advent-NCS GP LLC, a Delaware LLC;
GPE VII GP Limited Partnership, a Cayman Islands limited partnership
GPE VII GP (Delaware) Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VII Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VII-A Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VII-B Cayman Limited Partnership, a Cayman Islands limited partnership;
Advent Partners GPE VII Cayman Limited Partnership, a Cayman Islands limited partnership;
Advent Partners GPE VII-A Cayman Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VII Limited Partnership, a Delaware limited partnership;
Advent International GPE VII-A Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VII-B Limited Partnership, a Delaware limited partnership;
Advent International GPE VII-C Limited Partnership, a Delaware limited partnership;
Advent International GPE VII-D Limited Partnership, a Delaware limited partnership;
Advent International GPE VII-E Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VII-F Limited Partnership, a Delaware limited partnership;
Advent International GPE VII-G Limited Partnership, a Delaware limited partnership; and
Advent International GPE VII-H Limited Partnership, a Cayman Islands limited partnership.
Advent International Corporation is the manager of Advent International GPE VII LLC, which in turn is the general partner of GPE VII GP Limited Partnership, GPE VII GP (Delaware) Limited Partnership, Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-B Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, and Advent Partners GPE VII-A Cayman Limited Partnership. GPE VII GP Limited Partnership is the general partner of Advent International GPE VII-A Limited Partnership, Advent International GPE VII-E Limited Partnership, and
| CUSIP No. 628877102 | 13G | Page 23 of 30 |
Advent International GPE VII-H Limited Partnership. GPE VI GP (Delaware) Limited Partnership is the general partner of Advent International GPE VII Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, and Advent International GPE VII-G Limited Partnership. Advent-NCS GP LLC is a general partner of Advent-NCS Acquisition Limited Partnership. Advent Partners GPE VII Limited Partnership, Advent Partners GPE VII-A Limited Partnership, Advent Partners GPE VII-B Cayman Limited Partnership, Advent Partners GPE VII Cayman Limited Partnership, Advent Partners GPE VII-A Cayman Limited Partnership, Advent International GPE VII Limited Partnership, Advent International GPE VII-A Limited Partnership, Advent International GPE VII-B Limited Partnership, Advent International GPE VII-C Limited Partnership, Advent International GPE VII-D Limited Partnership, Advent International GPE VII-F Limited Partnership, Advent International GPE VII-G Limited Partnership, and Advent International GPE VII-H Limited Partnership, are members of Advent-NCS GP LLC.
The principal business address of each Reporting Person is c/o Advent International Corporation, 800 Boylston Street, Boston, MA 02199
| (d) | Title of Class of Securities |
Common stock, par value $0.01 per share
| (e) | CUSIP Number |
628877102
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| Number of Shares Beneficially Owned |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Percentage of Common Stock Outstanding |
|||||||||||||||||||
| Advent International Corporation |
29,568,536 | 29,568,536 | — | 29,568,536 | — | 67.3 | % | |||||||||||||||||
| Advent International GPE VII LLC |
29,568,536 | 29,568,536 | — | 29,568,536 | — | 67.3 | % | |||||||||||||||||
| Advent-NCS Acquisition Limited Partnership |
29,568,536 | 29,568,536 | — | 29,568,536 | — | 67.3 | % | |||||||||||||||||
| Advent-NCS GP LLC |
29,568,536 | 29,568,536 | — | 29,568,536 | — | 67.3 | % | |||||||||||||||||
| GPE VII GP Limited Partnership |
10,088,786 | 10,088,786 | — | 10,088,786 | — | 23.0 | % | |||||||||||||||||
| GPE VII GP (Delaware) Limited Partnership |
18,820,370 | 18,820,370 | — | 18,820,370 | — | 42.9 | % | |||||||||||||||||
| Advent Partners GPE VII Limited Partnership |
11,828 | 11,828 | — | 11,828 | — | 0.0 | % | |||||||||||||||||
| Advent Partners GPE VII-A Limited Partnership |
29,570 | 29,570 | — | 29,570 | — | 0.1 | % | |||||||||||||||||
| Advent Partners GPE VII-B Cayman Limited Partnership |
289,771 | 289,771 | — | 289,771 | — | 0.7 | % | |||||||||||||||||
| Advent Partners GPE VII Cayman Limited Partnership |
260,204 | 260,204 | — | 260,204 | — | 0.6 | % | |||||||||||||||||
| Advent Partners GPE VII-A Cayman Limited Partnership |
68,007 | 68,007 | — | 68,007 | — | 0.2 | % | |||||||||||||||||
| Advent International GPE VII Limited Partnership |
3,693,109 | 3,693,109 | — | 3,693,109 | — | 8.4 | % | |||||||||||||||||
| Advent International GPE VII-A Limited Partnership |
3,418,124 | 3,418,124 | — | 3,418,124 | — | 7.8 | % | |||||||||||||||||
| Advent International GPE VII-B Limited Partnership |
8,589,659 | 8,589,659 | — | 8,589,659 | — | 19.6 | % | |||||||||||||||||
| Advent International GPE VII-C Limited Partnership |
2,729,175 | 2,729,175 | — | 2,729,175 | — | 6.2 | % | |||||||||||||||||
| Advent International GPE VII-D Limited Partnership |
2,211,725 | 2,211,725 | — | 2,211,725 | — | 5.0 | % | |||||||||||||||||
| Advent International GPE VII-E Limited Partnership |
6,188,694 | 6,188,694 | — | 6,188,694 | — | 14.1 | % | |||||||||||||||||
| Advent International GPE VII-F Limited Partnership |
798,351 | 798,351 | — | 798,351 | — | 1.8 | % | |||||||||||||||||
| Advent International GPE VII-G Limited Partnership |
798,351 | 798,351 | — | 798,351 | — | 1.8 | % | |||||||||||||||||
| Advent International GPE VII-H Limited Partnership |
481,968 | 481,968 | — | 481,968 | — | 1.1 | % | |||||||||||||||||
| CUSIP No. 628877102 | 13G | Page 24 of 30 |
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.
See Exhibit 2
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certification.
Not applicable
| CUSIP No. 628877102 | 13G | Page 25 of 30 |
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.
| February 12, 2018 |
| Date |
| Advent International GPE VII-A Limited Partnership |
| Advent International GPE VII-E Limited Partnership |
| Advent International GPE VII-H Limited Partnership |
| By: GPE VII GP Limited Partnership, General Partner |
| By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International GPE VII Limited Partnership |
| Advent International GPE VII-B Limited Partnership |
| Advent International GPE VII-C Limited Partnership |
| Advent International GPE VII-D Limited Partnership |
| Advent International GPE VII-F Limited Partnership |
| Advent International GPE VII-G Limited Partnership |
| By: GPE VII GP (Delaware) Limited Partnership, General Partner |
| By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent Partners GPE VII Limited Partnership |
| Advent Partners GPE VII-A Limited Partnership |
| Advent Partners GPE VII-B Cayman Limited Partnership |
| Advent Partners GPE VII Cayman Limited Partnership |
| Advent Partners GPE VII-A Cayman Limited Partnership |
| By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| GPE VII GP Limited Partnership |
| By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| CUSIP No. 628877102 | 13G | Page 26 of 30 |
| GPE VII GP (Delaware) Limited Partnership |
|
By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| By: Advent International GPE VII LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International Corporation |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent-NCS Acquisition Limited Partnership |
| By: Advent-NCS GP LLC, General Partner |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent-NCS GP LLC |
| By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| CUSIP No. 628877102 | 13G | Page 27 of 30 |
EXHIBIT INDEX
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| Exhibit 2. | List of Members of a Group | |
| CUSIP No. 628877102 | 13G | Page 28 of 30 |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
| February 12, 2018 | ||
| Date | ||
| Advent International GPE VII-A Limited Partnership | ||
| Advent International GPE VII-E Limited Partnership | ||
| Advent International GPE VII-H Limited Partnership | ||
| By: GPE VII GP Limited Partnership, General Partner | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| Advent International GPE VII Limited Partnership | ||
| Advent International GPE VII-B Limited Partnership | ||
| Advent International GPE VII-C Limited Partnership | ||
| Advent International GPE VII-D Limited Partnership | ||
| Advent International GPE VII-F Limited Partnership | ||
| Advent International GPE VII-G Limited Partnership | ||
| By: GPE VII GP (Delaware) Limited Partnership, General Partner | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| Advent Partners GPE VII Limited Partnership | ||
| Advent Partners GPE VII-A Limited Partnership | ||
| Advent Partners GPE VII-B Cayman Limited Partnership | ||
| Advent Partners GPE VII Cayman Limited Partnership | ||
| Advent Partners GPE VII-A Cayman Limited Partnership | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| CUSIP No. 628877102 | 13G | Page 2 9 of 30 |
| GPE VII GP Limited Partnership | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| GPE VII GP (Delaware) Limited Partnership | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| By: Advent International GPE VII LLC, General Partner | ||
| By: Advent International Corporation, Manager | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| Advent International Corporation | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| Advent-NCS Acquisition Limited Partnership | ||
| By: Advent-NCS GP LLC, General Partner | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| Advent-NCS GP LLC | ||
| By: Richard Terranova, Authorized Signatory | ||
| /s/ Richard Terranova | ||
| Signature | ||
| CUSIP No. 628877102 | 13G | Page 30 of 30 |
Exhibit 2
Funds and Entities Associated with Advent International Corporation
Advent International Corporation
Advent International GPE VII LLC
Advent-NCS Acquisition Limited Partnership
Advent-NCS GP LLC
GPE VII GP Limited Partnership
GPE VII GP (Delaware) Limited Partnership
Advent Partners GPE VII Limited Partnership
Advent Partners GPE VII-A Limited Partnership
Advent Partners GPE VII-B Cayman Limited Partnership
Advent Partners GPE VII Cayman Limited Partnership
Advent Partners GPE VII-A Cayman Limited Partnership
Advent International GPE VII Limited Partnership
Advent International GPE VII-A Limited Partnership
Advent International GPE VII-B Limited Partnership
Advent International GPE VII-C Limited Partnership
Advent International GPE VII-D Limited Partnership
Advent International GPE VII-E Limited Partnership
Advent International GPE VII-F Limited Partnership
Advent International GPE VII-G Limited Partnership
Advent International GPE VII-H Limited Partnership