Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 14 79K
Ownership
2: EX-99.1 Joint Filing Agreement 2 11K
4: EX-99.10 Amended & Restated Senior Subordinated Loan 87 378K
Agreement
5: EX-99.11 Amended & Restated Gtcr Warrant Agreement 10 39K
6: EX-99.12 Amended & Restated Registration Agreement 19 79K
7: EX-99.13 Shareholders Agreement 14 58K
3: EX-99.9 Amended & Restated Purchase Agreement 62 268K
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Synagro Technologies, Inc.
------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------------------------------------------
(Title of Class of Securities)
871562203
------------------------------------
(CUSIP Number)
David A. Donnini
GTCR Golder Rauner, L.L.C.
6100 Sears Tower
Chicago, Illinois 60606-6402
(312) 382-2200
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 14, 2000
------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 for other
parties to whom copies are to be sent.
*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).
13D
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CUSIP NO. 871562203 Page 2 OF 14 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR FUND VII, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E)
5 [_]
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
23,779,360 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
23,779,360 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
23,779,360 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.0% (See Item 5)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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13D
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CUSIP NO.871562203 Page 3 of 14 Pages
----------------------- ---------------------
------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR Partners VII, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 23,779,360 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
23,779,360 (See Item 5)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
23,779,360 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
55.0% (See Item 5)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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13D
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CUSIP NO.871562203 Page 4 of 14 Pages
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR Golder Rauner, L.L.C.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not Applicable
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 25,497,436 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
25,497,436 (See Item 5)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
25,497,436 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
56.7% (See Item 5)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
00
------------------------------------------------------------------------------
13D
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CUSIP NO.871562203 Page 5 of 14 Pages
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR Capital Partners, L.P.
------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
WC
------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 1,718,076 (See Item 5)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0 (See Item 5)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,718,076 (See Item 5)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0 (See Item 5)
------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,718,076 (See Item 5)
------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.1% (See Item 5)
------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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CUSIP NO. 871562203 13D PAGE 6 OF 14 PAGES
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--------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR Mezzanine Partners, L.P.
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not applicable
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E) [_]
5
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 (See Item 5)
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,718,076 (See Item 5)
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,718,076 (See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,718,076 (See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.1% (See Item 5)
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
--------------------------------------------------------------------------------
13D
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CUSIP NO. 871562203 PAGE 7 OF 14 PAGES
----------------------- ---------------------
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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
GTCR Partners VI, L.P.
--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
--------------------------------------------------------------------------------
SEC USE ONLY
3
--------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
Not applicable
--------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) or 2(E)
5 [_]
--------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
--------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0 (See Item 5)
SHARES -------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,718,076(See Item 5)
-------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0 (See Item 5)
PERSON -------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,718,076(See Item 5)
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,718,076(See Item 5)
--------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.1%(See Item 5)
--------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
--------------------------------------------------------------------------------
Item 1. Security and Issuer
This statement relates to the common stock, par value $.002 per share (the
"Common Stock") of Synagro Technologies, Inc. (the "Issuer") with its principal
executive offices at 1800 Bering Drive, Suite 1000, Houston, TX 77057.
Item 2. Identify and Background
(a) This statement is filed jointly by each of the following persons pursuant
to Rule 13d-1(a) promulgated by the Securities and Exchange Commission (the
"SEC") under Section 13 of the Securities Exchange Act of 1934, as amended (the
"Act"): (i) GTCR Fund VII, L.P., a Delaware limited partnership (the "Fund
VII"), by virtue of its direct beneficial ownership of Common Stock; (ii) GTCR
Partners VII, L.P., a Delaware limited partnership ("GTCR Partners VII"), by
virtue of it being the general partner of Fund VII; (iii) GTCR Capital Partners,
L.P., a Delaware limited partnership ("GTCR Capital"), by virtue of its direct
beneficial ownership of Common Stock; (iv) GTCR Mezzanine Partners, L.P., a
Delaware limited partnership ("GTCR Mezzanine Partners"), by virtue of it being
the general partner of GTCR Capital; (v) GTCR Partners VI, L.P., a Delaware
limited partnership ("GTCR Partners VI"), by virtue of it being the general
partner of GTCR Mezzanine Partners; and (vi) GTCR Golder Rauner, L.L.C., a
Delaware limited liability company ("GTCR LLC"), by virtue of it being the
general partner of GTCR Partners VII and GTCR Partners VI. Fund VII, GTCR
Partners VII, GTCR Capital, GTCR Mezzanine Partners, GTCR Partners VI and GTCR
LLC are sometimes referred to herein individually as a "Reporting Person" and
collectively as the "Reporting Persons."
Information with respect to each of the Reporting Persons is given solely by
such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness of information by another Reporting Person.
The Reporting Persons may be deemed to constitute a "group" for purposes of
Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they
have agreed to act as a group other than as described in this statement.
Certain information required by this Item 2 concerning the executive officers
and members of GTCR LLC is set forth on Schedule A attached hereto, which is
incorporated herein by reference. GTCR LLC is managed by its members.
(b) The address of the principal business and principal office of each of
the Reporting Persons is 233 S. Wacker Drive, Suite 6100, Chicago, Illinois
60606.
(c) The principal business of GTCR Capital, GTCR Mezzanine Partners, GTCR
Partners VI (as general partner of GTCR Mezzanine Partners) and GTCR LLC (as
general partner of GTCR Partners VI) is to lend money on a subordinated basis to
business organizations, with the principal objective being interest income and
the return of capital. The principal business of each of the other Reporting
Persons, including GTCR LLC as general partner of GTCR Partners VII, is to make
investments in common and preferred stock and other interests in business
organizations, domestic or foreign, with the principal objective of appreciation
of capital invested.
(d) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons nor, to the
best knowledge of such persons, any of the persons named in Schedule A to this
statement, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Page 8 of 14
(f) All individuals named in Schedule A to this statement are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
On January 27, 2000, Fund VII acquired 17,358.824 shares of the Issuer's
Series C Convertible Preferred Stock (the "Series C Preferred") and 2,641.176
shares of the Issuer's Series D Convertible Preferred Stock (the "Series D
Preferred") in connection with a Purchase Agreement among Fund VII and the
Issuer, dated as of January 27, 2000 (the "Purchase Agreement"). On February 4,
2000, Fund VII purchased an additional 419.4 shares of Series C Preferred
pursuant to the Purchase Agreement. On March 24, 2000, Fund VII purchased an
additional 225 shares of Series C Preferred pursuant to the Purchase Agreement.
On March 27, 2000, Fund VII purchased an additional 1,260 shares of Series C
Preferred pursuant to the Purchase Agreement. The purchase price for each of
such shares was $1,000.00. On June 15, 2000, Fund VII purchased an additional
6,840 shares of the Issuer's Series E Convertible Preferred Stock (the "Series E
Preferred") pursuant to the Purchase Agreement and received a warrant to
purchase 1,285.5 shares of Series E Preferred, which Fund VII exercised on June
15, 2000. On August 14, 2000, Fund VII purchased an additional 25,768.744 shares
of Series E Preferred pursuant to an Amended and Restated Purchase Agreement
among Fund VII, GTCR Co-Invest Fund, L.P., TCW/Crescent Mezzanine Partners II,
L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. (all TCW
entities collectively, the "TCW Entities") and the Issuer, dated as of August
14, 2000 (the "Restated Purchase Agreement"), and received a warrant to purchase
2,589.635 shares of Series E Preferred, which Fund VII exercised on August 14,
2000. The source of the funds used to acquire such shares was internal capital
of Fund VII.
Each share of Series C Preferred is nonvoting and is convertible into a share
of Series D Preferred after the occurrence of certain events set forth in the
certificate of designation establishing the Series C Preferred (the "Series C
Preferred Certificate of Designation"). On April 3, 2000, Fund VII converted the
19,263.224 shares of Series C Preferred of which it was the direct beneficial
owner to 19,263.224 shares of Series D Preferred. Each share of Series D
Preferred and Series E Preferred is convertible into the number of shares of
Common Stock obtained by dividing (1) the sum of (a) $1,000 and (b) any accrued
and unpaid dividends by (2) $2.50 (the "Conversion Price"). The Conversion Price
is subject to adjustment pursuant to the terms of the Series D Preferred and
Series E Preferred.
On January 27, 2000, GTCR Capital and the Issuer entered into a senior
subordinated loan agreement (the "Subordinated Loan Agreement") pursuant to
which GTCR Capital loaned $20,000,000 to the Issuer. In connection with the
Subordinated Loan Agreement, the Issuer and GTCR Capital entered into a Warrant
Agreement dated as of January 27, 2000 (the "Warrant Agreement") pursuant to
which the Issuer issued GTCR Capital a warrant to purchase 2,857.143 shares of
Series D Preferred, which GTCR Capital exercised on January 27, 2000. On
February 4, 2000, GTCR Capital loaned $419,400 to the Issuer pursuant to the
Subordinated Loan Agreement and received a warrant to purchase 59.915 shares of
Series C Preferred, which GTCR Capital exercised on February 4, 2000. On March
24, 2000, GTCR Capital loaned $225,000 to the Issuer pursuant to the
Subordinated Loan Agreement and received a warrant to purchase 32.143 shares of
Series C Preferred, which GTCR Capital exercised on March 24, 2000. On March 27,
2000, GTCR Capital loaned $1,260,000 to the Issuer pursuant to the Subordinated
Loan Agreement and received a warrant to purchase 180 shares of Series C
Preferred, which GTCR Capital exercised on March 27, 2000. On April 3, 2000,
GTCR Capital converted the 272.058 shares of Series C Preferred of which it was
the direct beneficial owner to 272.058 shares of Series D Preferred. On June 15,
2000, GTCR Capital loaned $4,476,000 to the Issuer pursuant to the Subordinated
Loan Agreement and received a warrant to purchase 609.3 shares of Series E
Preferred, which GTCR Capital exercised on June 15, 2000, and GTCR Capital also
received a warrant on June 15, 2000 to purchase 114.5 shares of Series E
Preferred, which GTCR Capital exercised on June 15, 2000. On August 14, 2000,
GTCR Capital received a warrant to purchase 296.504 shares of Series E
Preferred, which GTCR Capital exercised on August 14, 2000. On August 14, 2000,
GTCR Capital entered into an Amended and Restated Senior Subordinated
Loan Agreement among GTCR Capital, the TCW Entities and the Issuer (the
"Restated Loan Agreement") and an Amended and Restated GTCR Warrant Agreement,
dated as of August 14, 2000 (the "Restated Warrant Agreement"), between GTCR
Capital and the Issuer.
The Series C Preferred, Series D Preferred and Series E Preferred acquired by
Fund VII and GTCR Capital are collectively referred to herein as the "Shares".
A copy of the Purchase Agreement, the Subordinated Loan Agreement, the
Warrant Agreement, the Series C Preferred Certificate of Designation, the
certificate of designation establishing the Series D Preferred, the certificate
of designation establishing the Series E Preferred, the Restated Purchase
Agreement, the Restated Loan Agreement and the Restated Warrant Agreement are
filed as exhibits hereto and are incorporated herein by reference. The summary
of these agreements and documents and the agreements referred to elsewhere in
this statement and incorporated herein by reference are not intended to be
complete and are qualified in their entirety by reference to the detailed
provisions of such agreements and documents.
Item 4. Purpose of Transaction
Fund VII and GTCR Capital hold the Shares for investment purposes. Depending
on market conditions and other factors (including evaluation of the Issuer's
businesses and prospects, availability of funds, alternative uses of funds and
general economic conditions), Fund VII and GTCR Capital may from time to time
acquire additional securities of the Issuer or dispose of all or a portion of
their investment in the Issuer. Any acquisition of additional securities by
Fund VII or GTCR Capital will be pursuant to the terms of the Restated Purchase
Agreement and the Restated Loan Agreement, respectively.
The Issuer is a party to a Stock Purchase Agreement, dated April 28, 2000
(the "Stock Purchase Agreement"), with Resco Holdings, Inc., Waste Management
Holdings, Inc. and Waste Management, Inc., pursuant to which the Issuer has
acquired the capital stock of certain subsidiaries of the sellers. The
transactions contemplated by the Stock Purchase Agreement were consummated on
August 14, 2000 (the "Stock Purchase Agreement Closing"). As set forth in
further detail in Items 3 and 5, Fund VII acquired shares of Series E Preferred
in connection with the Stock Purchase Agreement Closing, following which Fund
VII is the direct beneficial owner of an amount of Preferred Stock convertible
in the aggregate into approximately 55.0% of the Issuer's outstanding Common
Stock. As set forth in greater detail in Items 3 and 5, GTCR Capital also
acquired shares of Series E Preferred pursuant a warrant issued in connection
with the Stock Purchase Agreement Closing.
The holders of the Series D Preferred, the Series E Preferred and future
series of convertible preferred stock issued pursuant to the Restated Purchase
Agreement ("Future Convertible Preferred" and, together with the Series D
Preferred and Series E Preferred, the "Preferred Stock") have the right to vote
as if they were holders of Common Stock. In connection with its holdings of
Preferred Stock, Fund VII may seek to appoint one or more persons to the
Issuer's board of directors.
Page 9 of 14
The Issuer, Fund VII, GTCR Co-Invest Fund, L.P., GTCR Capital and the TCW
Entities have entered into an Amended and Restated Registration Agreement, dated
as of August 14, 2000 (the "Restated Registration Agreement"), pursuant to which
the non-Issuer parties thereto have the right in certain circumstances to
require the Issuer to register their shares of Common Stock for resale under the
Securities Act. Except in limited circumstances, the Issuer is obligated to pay
all expenses in connection with such registration. A copy of the Restated
Registration Agreement is filed as an exhibit hereto and is incorporated herein
by reference.
On August 14, 2000, Fund VII, GTCR Capital, GTCR Co-Invest Fund, L.P., the
TCW Entities and the Issuer entered into a Shareholders Agreement (the
"Shareholders Agreement"), which is filed as an exhibit hereto and is
incorporated by reference. The Shareholders Agreement contains certain rights,
including pre-emptive rights, rights pursuant to which non-Issuer parties to
the Shareholders Agreement may request participation in sales of the Issuer's
securities by other non-Issuer parties, and rights of certain non-Issuer parties
to compel participation of other non-Issuer parties in a sale of the Issuer.
Pursuant to the Shareholders Agreement, Fund VII, GTCR Capital, GTCR Co-Invest
Fund, L.P. and the TCW Entities may be deemed to constitute a "group" for
purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly
disclaim that they have agreed to act as a group other than as described in this
statement.
Except as described in this statement, none of the Reporting Persons or, to
the best knowledge of such persons, the persons named in Schedule A to this
statement, presently has any plans or proposals which relate to or would result
in any of the transactions described in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Fund VII is the direct beneficial owner of 21,904.4 shares of Series D
Preferred and 36,483.879 shares of Series E Preferred, convertible in the
aggregate into 23,779,360 shares of Common Stock, or approximately 55.0% of the
Common Stock as of the date of this statement (assuming there are 19,435,780
shares of Common Stock outstanding). GTCR Capital is the direct beneficial owner
of 3,129.201 shares of Series D Preferred and 1,020.304 shares of Series E
Preferred, convertible in the aggregate into approximately 1,718,076 shares of
Common Stock, or approximately 8.1% of the Common Stock as of the date of this
statement.
By virtue of the relationship between Fund VII and GTCR Partners VII
described in Item 2, GTCR Partners VII may be deemed to possess indirect
beneficial ownership of the shares of Common Stock beneficially owned by Fund
VII. By virtue of the relationship among GTCR Capital, GTCR Mezzanine Partners
and GTCR Partners VI described in Item 2, GTCR Mezzanine Partners and GTCR
Partners VI may be deemed to possess indirect beneficial ownership of the shares
of Common Stock beneficially owned by GTCR Capital. Due to GTCR LLC's
relationship with (a) Fund VII and GTCR Partners VII as described in Item 2 and
(b) GTCR Capital, GTCR Mezzanine Partners and GTCR Partners VI as described in
Item 2, GTCR LLC may be deemed to possess indirect beneficial ownership of the
Common Stock owned by both Fund VII and GTCR Capital.
The filing of this statement by GTCR Partners VII, GTCR Mezzanine Partners,
GTCR Partners VI and GTCR LLC shall not be construed as an admission that any of
such parties is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
(b) Fund VII has the sole power to vote or direct the vote and the sole
power to dispose of or direct the disposition of 23,779,360 shares of Common
Stock, or approximately 55.0% of the Common Stock as of the date of this
statement. GTCR Capital has the sole power to vote or direct the vote and the
sole power to dispose of or direct the disposition of 1,718,076 shares of Common
Stock, or approximately 8.1% of the Common Stock as of the date of this
statement.
By virtue of the relationship between Fund VII and GTCR Partners VII
described in Item 2, GTCR Partners VII may be deemed to indirectly share the
power to vote or direct the vote and indirectly share the power to dispose of or
direct the disposition of the shares of Common Stock beneficially owned by Fund
VII. By virtue of the relationship among GTCR Capital, GTCR Mezzanine Partners
and GTCR Partners VI described in Item 2, GTCR Mezzanine Partners and GTCR
Partners VI may be deemed to indirectly share the power to vote or direct the
vote and indirectly share the power to dispose of or direct the disposition of
the shares of Common Stock beneficially owned by GTCR Capital. Due to GTCR
LLC's relationship with (a) Fund VII and GTCR Partners VII as described in Item
2 and (b) GTCR Capital, GTCR Mezzanine Partners and GTCR Partners VI as
described in Item 2, GTCR LLC may be deemed to indirectly share the power to
vote or direct the vote and indirectly share the power to dispose of or direct
the disposition of the shares of Common Stock beneficially owned by Fund VII and
GTCR Capital.
Page 10 of 14
The filing of this statement by GTCR Partners VII, GTCR Mezzanine Partners,
GTCR Partners VI and GTCR LLC shall not be construed as an admission that any of
such parties is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities covered by this statement.
(c) Except as otherwise set forth in this statement, none of the Reporting
Persons or, to the best knowledge of such persons, the persons named in Schedule
A to this statement, has effected any transactions in the Common Stock during
the past 60 days.
(d) No person other than the Reporting Persons has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock reported as being beneficially owned by such Reporting
Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
As described in Item 4, the Reporting Persons are parties to a Restated
Registration Agreement with respect to the Common Stock. A copy of the Restated
Registration Agreement has been filed and is incorporated herein by reference.
Also as described in Item 4, the Reporting Persons are parties to a
Shareholders Agreement with respect to the Issuer's stock. A copy of the
Shareholders Agreement has been filed and is incorporated herein by reference.
Except as set forth in this statement, to the best knowledge of the Reporting
Persons, no contracts, arrangements, understandings or relationships (legal or
otherwise) exist among the persons named in Item 2 or between such persons and
any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement among the Reporting Persons dated as of
August 18, 2000.
* Exhibit 2 Certificate of Designations, Preferences and Rights of Series C
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on January 26, 2000.
* Exhibit 3 Certificate of Designations, Preferences and Rights of Series D
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on January 26, 2000.
* Exhibit 4 Purchase Agreement dated as of January 27, 2000 by and between
Synagro Technologies, Inc. and GTCR Fund VII, L.P.
* Exhibit 5 Senior Subordinated Loan Agreement dated as of January 27, 2000 by
between Synagro Technologies, Inc. and GTCR Capital Partners, L.P.
* Exhibit 6 Warrant Agreement dated as of January 27, 2000 by and between
Synagro Technologies, Inc. and GTCR Capital Partners, L.P.
* Exhibit 7 Registration Rights Agreement, dated as of January 27, 2000 among
Synagro Technologies, Inc., GTCR Fund VII, L.P. and GTCR Capital
Partners, L.P.
**Exhibit 8 Certificate of Designations, Preferences and Rights of Series E
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on June 14, 2000.
Exhibit 9 Amended and Restated Purchase Agreement, dated as of August 14,
2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro
Technologies, Inc.
Exhibit 10 Amended and Restated Senior Subordinated Loan Agreement, dated as
of August 14, 2000, among GTCR Capital Partners, L.P., TCW/Crescent
Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II, TCW
Leveraged Income Trust, L.P., TCW Leveraged Income Trust II, L.P.,
TCW Leveraged Income Trust IV, L.P. and Synagro Technologies, Inc.
Exhibit 11 Amended and Restated GTCR Warrant Agreement, dated as of August 14,
2000, between GTCR Capital Partners, L.P. and Synagro
Technologies, Inc.
Exhibit 12 Amended and Restated Registration Agreement, dated as of August 14,
2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR
Capital Partners, L.P., TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Leveraged Income Trust, L.P.,
TCW Leveraged Income Trust II, L.P., TCW Leveraged Income Trust IV,
L.P. and Synagro Technologies, Inc.
Exhibit 13 Shareholders Agreement, dated as of August 14, 2000, among GTCR
Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR Capital Partners,
L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged
Income Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and
Synagro Technologies, Inc.
* Previously filed with the Statement on Schedule 13D on February 7, 2000.
** Previously filed with the Statement on Schedule 13D on June 20, 2000.
Page 11 of 14
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: August 18, 2000
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P., its General Partner
By: GTCR Golder Rauner, L.L.C., its General Partner
By: /s/ David A. Donnini
---------------------------------------------
Name: David A. Donnini
Its: Principal
GTCR PARTNERS VII, L.P.
By: GTCR Golder Rauner, L.L.C., its General Partner
By: /s/ David A. Donnini
---------------------------------------------
Name: David A. Donnini
Its: Principal
GTCR GOLDER RAUNER, L.L.C.
By: /s/ David A. Donnini
---------------------------------------------
Name: David A. Donnini
Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P., its General Partner
By: GTCR Partners VI, L.P., its General Partner
By: GTCR Golder Rauner, L.L.C., its General Partner
By: /s/ David A. Donnini
----------------------------------------------
Name: David A. Donnini
Its: Principal
GTCR MEZZANINE PARTNERS, L.P.
By: GTCR Partners VI, L.P., its General Partner
By: GTCR Golder Rauner, L.L.C., its General Partner
By: /s/ David A. Donnini
----------------------------------------------
Name: David A. Donnini
Its: Principal
GTCR PARTNERS VI, L.P.
By: GTCR Golder Rauner, L.L.C., its General Partner
By: /s/ David A. Donnini
----------------------------------------------
Name: David A. Donnini
Its: Principal
Page 12 of 14
EXHIBIT INDEX
Exhibit No.
Exhibit 1 Joint Filing Agreement among the Reporting Persons dated as of
August 18, 2000.
* Exhibit 2 Certificate of Designations, Preferences and Rights of Series C
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on January 26, 2000.
* Exhibit 3 Certificate of Designations, Preferences and Rights of Series D
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on January 26, 2000.
* Exhibit 4 Purchase Agreement dated as of January 27, 2000 by and between
Synagro Technologies, Inc. and GTCR Fund VII, L.P.
* Exhibit 5 Senior Subordinated Loan Agreement dated as of January 27, 2000 by
and between Synagro Technologies, Inc. and GTCR Capital Partners,
L.P.
* Exhibit 6 Warrant Agreement dated as of January 27, 2000 by and between
Synagro Technologies, Inc. and GTCR Capital Partners, L.P.
* Exhibit 7 Registration Rights Agreement, dated as of January 27, 2000 among
Synagro Technologies, Inc., GTCR Fund VII, L.P. and GTCR Capital
Partners, L.P.
**Exhibit 8 Certificate of Designations, Preferences and Rights of Series E
Convertible Preferred Stock of Synagro Technologies, Inc. filed
with the Delaware Secretary of State on June 14, 2000.
Exhibit 9 Amended and Restated Purchase Agreement, dated as of August 14,
2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro
Technologies, Inc.
Exhibit 10 Amended and Restated Senior Subordinated Loan Agreement, dated as
of August 14, 2000, among GTCR Capital Partners, L.P.,
TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine
Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P., TCW Leveraged Income Trust IV, L.P. and Synagro
Technologies, Inc.
Exhibit 11 Amended and Restated GTCR Warrant Agreement, dated as of August
14, 2000, between GTCR Capital Partners, L.P. and Synagro
Technologies, Inc.
Exhibit 12 Amended and Restated Registration Agreement, dated as of August
14, 2000, among GTCR Fund VII, L.P., GTCR Co-Invest Fund, L.P.,
GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners II,
L.P., TCW/Crescent Mezzanine Trust II, TCW Leveraged Income
Trust, L.P., TCW Leveraged Income Trust II, L.P., TCW Leveraged
Income Trust IV, L.P. and Synagro Technologies, Inc.
Exhibit 13 Shareholders Agreement, dated as of August 14, 2000, among GTCR
Fund VII, L.P., GTCR Co-Invest Fund, L.P., GTCR Capital Partners,
L.P., TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
Leveraged Income Trust, II, L.P., TCW Leveraged Income Trust IV,
L.P. and Synagro Technologies, Inc.
* Previously filed with the Statement on Schedule 13D on February 7, 2000.
** Previously filed with the Statement on Schedule 13D on June 20, 2000.
Page 13 of 14
SCHEDULE A
The following table sets forth the names and principal occupations of the
executive officers and members of GTCR Golder Rauner, L.L.C. Each such person
is a citizen of the United States. Unless otherwise specified, the business
address of each person listed below is 233 South Wacker Drive, Suite 6100,
Chicago, IL 60606.
[Download Table]
NAME PRINCIPAL OCCUPATION
------------------------ -----------------------------
Philip A. Canfield Principal and Member
David A. Donnini Principal and Member
Donald J. Edwards Principal and Member
Edgar D. Jannotta, Jr. Principal and Member
William C. Kessinger Principal and Member
Joseph P. Nolan Principal and Member
Bruce V. Rauner Principal and Managing Member
Steven I. Ross Chief Financial Officer
Page 14 of 14
Dates Referenced Herein and Documents Incorporated by Reference
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