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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 22)
Under the Securities Exchange Act of 1934
AVID TECHNOLOGY, INC.
----------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
-----------------------------
(Title of Class of Securities)
05367P100
---------
(CUSIP Number)
Peter Westley
Blum Capital Partners, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2020
--------------
(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 Rule 13d-1(b)(3) or (4), check the
following box [ ].
*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).
Page 1 of 21
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 2 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 94-3205364
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
----------------------------------------------------------------------------
7. SOLE VOTING POWER 6,515,857**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 6,515,857**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 6,515,857**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1%**
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 3 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 94-2967812
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
----------------------------------------------------------------------------
7. SOLE VOTING POWER 6,555,367**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 6,555,367**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 6,555,367**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2%**
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 4 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 04-3809436
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 3,528,619**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 3,528,619**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,528,619**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%**
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 5 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP III, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 02-0742606
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 3,528,619**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 3,528,619**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,528,619**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%**
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 6 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BCP III AIV A, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-4681679
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 3,528,619**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 3,528,619**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 3,528,619**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2%**
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
* * * * *
..
CUSIP NO. 05367P100 SCHEDULE 13D Page 7 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP IV, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 26-0588693
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 2,987,238**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 2,987,238**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,987,238**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 8 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP IV, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 26-0588732
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 2,987,238**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 2,987,238**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,987,238**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 9 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BCP IV AIV A, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-4699519
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER 2,987,238**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 2,987,238**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING 2,987,238**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.9%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 10 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP V, L.L.C.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-4727785
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING -0-**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0-%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
----------------------------------------------------------------------------
** See Item 5
CUSIP NO. 05367P100 SCHEDULE 13D Page 11 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC GP V, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-4795061
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING -0-**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0-%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
CUSIP NO. 05367P100 SCHEDULE 13D Page 12 of 21
----------------------------------------------------------------------------
1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS V, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 47-4831685
----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
----------------------------------------------------------------------------
3. SEC USE ONLY
----------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3
----------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
----------------------------------------------------------------------------
7. SOLE VOTING POWER -0-**
NUMBER OF ---------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH ---------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-**
---------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
----------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING -0-**
PERSON
----------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
----------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0-%
----------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN
----------------------------------------------------------------------------
** See Item 5
CUSIP NO. 05367P100 SCHEDULE 13D Page 13 of 21
Item 1. Security and Issuer
-----------------------------
This Amendment No. 22 amends the Statement on Schedule 13D initially filed
with the Securities and Exchange Commission (the "Commission")on
April 13, 2006 and most recently amended by Amendment No. 21 filed with the
Commission on December 6, 2016 (as amended, the "Schedule 13D") by Blum
Capital Partners, L.P., a California limited partnership ("Blum LP");
Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc.");
Blum Strategic GP III, L.L.C., a Delaware limited liability company
("Blum GP III"); Blum Strategic GP III, L.P., a Delaware limited partnership
("Blum GP III LP"); Blum Strategic Partners III, L.P., a Delaware limited
partnership ("Blum Strategic III"); Blum Strategic GP IV, L.L.C., a Delaware
limited liability company ("Blum GP IV"); Blum Strategic GP IV, L.P., a
Delaware limited partnership ("Blum GP IV LP"); Blum Strategic
Partners IV, L.P., a Delaware limited partnership ("Blum Strategic IV");
BCP IV AIV A, L.P., a Delaware limited partnership ("AIV IV"); and
BCP III AIV A, L.P., a Delaware limited partnership ("AIV III").
This Amendment No. 22 is filed on behalf of Blum LP, RCBA Inc.,
Blum GP III, Blum GP III LP, Blum Strategic III, Blum Strategic IV,
Blum GP IV, Blum GP IV LP, AIV III, AIV IV, Blum Strategic GP V, L.L.C.,
a Delaware limited liability company ("Blum GP V"), Blum
Strategic GP V, L.P., a Delaware limited partnership ("Blum GP V LP") and
Blum Strategic Partners V, L.P., a Delaware limited partnership
("Blum Strategic V" and collectively with Blum LP, RCBA Inc., Blum GP III,
Blum GP III LP, Blum GP IV, Blum GP IV LP, AIV III, AIV IV, Blum GP V and
Blum GP V LP, the "Reporting Persons").
This amendment relates to shares of common stock, $.01 par value per share
(the "Common Stock") of Avid Technology, Inc., a Delaware corporation (the
"Issuer"). The principal executive office and mailing address of the Issuer
is 75 Network Drive, Burlington, MA 01803.
The following amendments to the Schedule 13D are hereby made. Unless
otherwise defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D as previously amended.
Item 2. Identity and Background
---------------------------------
Item 2 is hereby amended and restated in its entirety with the following:
Blum LP is a California limited partnership whose principal business is
acting as investment adviser for investment partnerships and providing
investment advisory services. Blum LP is an investment adviser registered
with the Securities and Exchange Commission and directly or indirectly
serves as investment advisor to the other Reporting Persons, except RCBA
Inc. The sole general partner of Blum LP is RCBA Inc.
The principal business office address of Blum LP and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California 94133. The names
of the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
CUSIP NO. 05367P100 SCHEDULE 13D Page 14 of 21
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
President, Suite 400 Blum LP
Chairman & Director San Francisco, CA 94133
Peter Westley 909 Montgomery St. USA Managing Partner,
Managing Partner Suite 400 Blum LP
San Francisco, CA 94133
Lusine Moshkounian 909 Montgomery St. USA Chief Compliance
Chief Compliance Suite 400 Officer
Officer San Francisco, CA 94133 Blum LP
Blum GP III is a Delaware limited liability company whose principal business
is acting as the general partner of Blum GP III LP, a Delaware limited
partnership, whose principal business is acting as the general partner of
AIV III, each of whose principal office is 909 Montgomery Street, Suite 400,
San Francisco, California 94133.
The principal business office address of Blum GP III and Blum GP III LP is
909 Montgomery Street, Suite 400, San Francisco, California 94133. The names
of the managing members and members of Blum GP III, their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ---------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Peter Westley 909 Montgomery St. USA Managing Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Blum GP IV is a Delaware limited liability company whose principal business
is acting as the general partner of Blum GP IV LP, a Delaware limited
partnership, whose principal business is acting as the general partner of
AIV IV, each of whose principal office is 909 Montgomery Street, Suite 400,
San Francisco, California 94133.
CUSIP NO. 05367P100 SCHEDULE 13D Page 15 of 21
The principal business office address of Blum GP IV and Blum GP IV LP is
909 Montgomery Street, Suite 400, San Francisco, California 94133. The
names of the managing members and members of Blum GP IV, their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ---------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Peter Westley 909 Montgomery St. USA Managing Partner,
Member Suite 400 Blum LP
San Francisco, CA 94133
Blum GP V is a Delaware limited liability company whose principal business
is acting as the general partner of Blum GP V LP, a Delaware limited
partnership, whose principal business is acting as the general partner of
Blum Strategic V, each of whose principal office is 909 Montgomery Street,
Suite 400, San Francisco, California 94133.
The principal business office address of Blum GP V and Blum GP V LP is
909 Montgomery Street, Suite 400, San Francisco, California 94133. The
names of the managing members and members of Blum GP V, their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
-------------------- ---------------------- --------- -------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
Peter Westley 909 Montgomery St. USA Managing Partner,
Managing Member Suite 400 Blum LP
San Francisco, CA 94133
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or
similar misdemeanors), nor been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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.
CUSIP NO. 05367P100 SCHEDULE 13D Page 16 of 21
As of the date of this Amendment No. 22, Mr. Peter Westley, a managing
partner of Blum LP and member of the Issuer's board of directors,
beneficially owns 29,232 shares of Common Stock and Mr. Richard Blum,
President and Chairman of Blum LP, beneficially owns 40,361 shares of
Common Stock. The Reporting Persons do not have either voting or
dispositive power over such shares of Common Stock and disclaim
beneficial ownership of such shares.
Item 3. Source and Amount of Funds or Other Considerations
------------------------------------------------------------
Item 3 of the Schedule 13D is hereby amended and supplemented by
inserting the following to the end thereof:
The information set forth in or incorporated by reference in Items 5
and 6 of this Amendment No. 22 with respect to the expected
acquisition of beneficial ownership of shares of Common Stock by
Blum GP V and Blum Strategic V in connection with the AIV III
Distribution and AIV IV Distribution is incorporated by reference
into this Item 3.
Item 4. Purpose of Transaction
--------------------------------
Item 4 of the Schedule 13D is hereby amended and supplemented by
inserting the following to the end thereof:
The information set forth in or incorporated by reference in Item 6
of this Amendment No. 22 is incorporated by reference into this
Item 4.
Item 5. Interest in Securities of the Issuer
----------------------------------------------
Item 5 is hereby amended and restated in its entirety with the following:
(a), (b) According to the Issuer's 10-K filed with the Commission on
March 9, 2020, there were 43,210,481 shares of Common Stock issued and
outstanding as of March 4, 2020. Based on such information,
the Reporting Persons report beneficial ownership of the following shares
of Common Stock: (i) 2,987,238 shares of the Common Stock held directly by
AIV IV, which represents 6.9% of the outstanding shares of Common Stock;
(ii) 3,528,619 shares of the Common Stock held directly by AIV III, which
represents 8.2% of the outstanding shares of Common Stock; (iii) 2,987,238
shares of the Common Stock held by AIV IV over which each of Blum GP IV LP,
as general partner of AIV IV, and Blum GP IV, as general partner of
Blum GP IV LP, may be deemed to have voting and dispositive power, which
represents 6.9% of the outstanding shares of Common Stock;(iv) 3,528,619
shares of the Common Stock held directly by AIV III over which each of
Blum GP III LP, as general partner of AIV III, and Blum GP III, as
general partner of Blum GP III LP, may be deemed to have voting and
dispositive power, which represents 8.2% of the outstanding shares of
Common Stock;
CUSIP NO. 05367P100 SCHEDULE 13D Page 17 of 21
(v) 6,515,857 held by AIV III and AIV IV over which Blum LP may be
deemed to have voting and dispositive power in its capacity as an
investment advisor, which represents 15.1% of the outstanding shares
of Common Stock; and (vi) 6,555,367 shares of Common Stock, consisting
of 39,510 shares of Common Stock held directly by RCBA Inc. and the
6,515,857 shares of Common Stock over which Blum LP may be deemed to
have voting and dispositive power and over which RCBA Inc., as general
partner of Blum LP, may also be deemed to have voting and dispositive
power, which represents 15.2% of the outstanding shares of Common Stock.
None of Blum GP V, Blum GP V LP or Blum hold any shares of Common Stock
as of the date of this Amendment No. 22. Pursuant to the Distribution
Agreement (as defined below), Blum Strategic V is expected to acquire
an aggregate of (i) 4,183,552 shares of Common Stock on or about
April 7, 2020 as a limited partner of AIV III and AIV IV through the
Initial AIV III Distribution (as defined below) and the Initial
AIV IV Distribution (as defined below) and (ii) 1,268,334 shares of
Common Stock on or about August 17, 2020 as a limited partner of
AIV III and AIV IV through the Final AIV III Distribution (as defined
below) and the Final AIV IV Distribution (as defined below).
Pursuant to the Distribution Agreement, Blum Strategic V will
distribute all such shares of Common Stock to its
limited partners immediately upon completion of the related
distribution from AIV III and AIV IV. As general partner of Blum
Strategic V, Blum GP V LP, may be deemed to have voting and
dispositive control over any shares of Common Stock beneficially
owned by Blum Strategic V and Blum GP V, as general partner of
Blum GP V LP, may also be deemed to have voting and dispositive
control over any shares of Common Stock beneficially owned by Blum
Strategic V.
The information with respect to each Reporting Person set forth in
Items 7 through 13 of the cover pages to this Amendment No. 22 is
incorporated by reference herein.
The Reporting Persons may be deemed to be members in a group, in
which case the group would be deemed to have beneficial ownership
of an aggregate of 6,555,367 shares of the Common Stock, which
is 15.2% of the outstanding Common Stock. The filing of this
Schedule shall not be construed as an admission that any Reporting
Person is the beneficial owner of any securities beneficially owned
by any other Reporting Person or that the shareholders, directors
or executive officers, managing members or members of any of the
Reporting Persons is the beneficial owner of any of the
securities that are beneficially owned by any of the Reporting
Persons.
(c) Except as described below in Item 6 of this Amendment No. 22,
none of the Reporting Persons, or, to the best knowledge of the
Reporting Persons, any other person listed Item 2 of this
Amendment No. 22, have effected any transaction in Common
Stock during the past 60 days.
(d) Not applicable.
(e) Upon the completion of the Initial Distributions (as
defined below) described under Item 6 of this Amendment No. 22,
the Reporting Persons will beneficially own less than 5% of
the Issuer's Common Stock in the aggregate.
CUSIP NO. 05367P100 SCHEDULE 13D Page 18 of 21
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
---------------------------------------------------------------------------
Item 6 of the Schedule 13D is hereby amended and supplemented by inserting
the following to the end thereof:
On March 13, 2020, Blum LP, Blum GP III LP, Blum Strategic III, AIV III,
Blum GP IV LP, Blum Strategic IV, AIV IV, Blum GP V LP and Blum Strategic V
(collectively, the "Blum Parties") entered into a Distribution Agreement
(the "Distribution Agreement") with certain limited partners of AIV III,
AIV IV and Blum Strategic V. Pursuant to the Distribution Agreement, on the
first business day on which the Blum Parties are permitted by the Issuer's
insider trading policy and applicable securities law to trade shares of the
Common Stock, (i) AIV III, will enter into a written trading plan
(a "10b5-1 Plan")that meets the criteria set forth in Rule 10b5-1(c)
promulgated under the Securities and Exchange Act of 1934, as amended, that
will require AIV III to make an in kind distribution of (A) 2,707,717 shares
of Common Stock held by AIV III to AIV III's partners on or before
April 30, 2020 (such distribution, the "Initial AIV III Distribution") and
(B) 820,902 shares of Common Stock held by AIV III to AIV III's partners on
or about August 17, 2020 (such distribution, the "Final AIV III Distribution"),
in each case, for no consideration, pro rata in accordance with the terms of
AIV III's partnership agreement; (ii) AIV IV will enter into a 10b5-1 Plan
that will require AIV IV to make an in kind distribution of (A) 2,292,283
shares of Common Stock held by AIV IV to AIV IV's partners on or before
April 30, 2020 (the "Initial AIV IV Distribution" and together with the
Initial AIV III Distribution, the "Initial Distributions") and (B) 694,955
shares of Common Stock held by AIV IV to AIV IV's partners on or about
August 17, 2020 (such distribution, the "Final AIV IV Distribution"),
in each case, for no consideration, pro rata in accordance with the
terms of AIV IV's partnership agreement; and (iii) Blum Strategic V will
enter into a 10b5-1 Plan requiring Blum Strategic V to make an in kind
distribution of (A) all of the shares of Common Stock that Blum Strategic V
will acquire as a limited partner of AIV III and AIV IV pursuant to the
Initial Distributions immediately upon completion of such distributions and
(B) all of the shares of Common Stock that Blum Strategic V will acquire
as a limited partner of AIV III and AIV IV pursuant to the Final AIV III
Distribution and the Final AIV IV Distribution immediately upon completion
of such distributions (together with the Final AIV III Distribution and
the Final AIV IV Distribution, the "Final Distributions"), in each case,
for no consideration, pro rata to its partners in accordance with Blum
Strategic V's partnership agreement.
AIV III, AIV IV and Blum Strategic V expect the Initial Distributions to occur
pursuant to these 10b5-1 Plans on or about April 7, 2020 and the Final
Distributions to occur on or about August 17, 2020.
CUSIP NO. 05367P100 SCHEDULE 13D Page 19 of 21
References to and descriptions of the Distribution Agreement set forth
above are not intended to be complete and are qualified in their entirety
by reference to the full text of such agreement, which is filed as an
exhibit hereto and is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
------------------------------------------
Exhibit A - Joint Filing Undertaking
Exhibit B - Distribution Agreement
* * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 20 of 21
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
Undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 13, 2020
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
--------------------------- --------------------------------
Peter Westley Peter Westley
Managing Partner Managing Partner
BLUM STRATEGIC GP III, L.L.C. BLUM STRATEGIC GP III, L.P.
By: Blum Strategic GP III, L.L.C.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
---------------------------- --------------------------------
Peter Westley Peter Westley
Member Member
BLUM STRATEGIC GP IV, L.L.C. BLUM STRATEGIC GP IV, L.P.
By: Blum Strategic GP IV, L.L.C.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
----------------------------- ---------------------------------
Peter Westley Peter Westley
Member Member
BCP IV AIV A, L.P. BCP III AIV A, L.P.
By: Blum Strategic GP IV, L.P. By: Blum Strategic GP III, L.P.
Its General Partner its General Partner
By: Blum Strategic GP IV, L.L.C. By: Blum Strategic GP III, L.L.C.
Its General Partner its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
-------------------------- --------------------------
Peter Westley Peter Westley
Member Member
CUSIP NO. 05367P100 SCHEDULE 13D Page 21 of 21
BLUM STRATEGIC GP V, L.L.C. BLUM STRATEGIC GP V, L.P.
By: Blum Strategic GP V, L.L.C.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
----------------------------- ---------------------------------
Peter Westley Peter Westley
Managing Member Managing Member
BLUM STRATEGIC PARTNERS V, L.P.
By: Blum Strategic GP V, L.P.
Its General Partner
By: Blum Strategic GP V, L.L.C.
Its General Partner
By: /s/ Peter Westley
-----------------------------
Peter Westley
Managing Member
* * * * * * *
CUSIP NO. 05367P100 SCHEDULE 13D Page 1 of 2
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: March 13, 2020
RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P.
By: Richard C. Blum & Associates, Inc.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
------------------------------- --------------------------------
Peter Westley Peter Westley
Managing Partner Managing Partner
BLUM STRATEGIC GP III, L.L.C. BLUM STRATEGIC GP III, L.P.
By: Blum Strategic GP III, L.L.C.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
------------------------------- --------------------------------
Peter Westley Peter Westley
Member Member
BLUM STRATEGIC GP IV, L.L.C. BLUM STRATEGIC GP IV, L.P.
By: Blum Strategic GP IV, L.L.C.
By: Blum Strategic GP IV, L.P.,
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
------------------------------- ---------------------------------
Peter Westley Peter Westley
Member Member
BCP IV AIV A, L.P. BCP III AIV A, L.P.
By: Blum Strategic GP IV, L.P. By: Blum Strategic GP III, L.P.
Its General Partner its General Partner
By: Blum Strategic GP IV, L.L.C. By: Blum Strategic GP III, L.L.C.
Its General Partner its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
-------------------------- --------------------------
Peter Westley Peter Westley
Member Member
CUSIP NO. 05367P100 SCHEDULE 13D Page 2 of 2
BLUM STRATEGIC GP V, L.L.C. BLUM STRATEGIC GP V, L.P.
By: Blum Strategic GP V, L.L.C.
its General Partner
By: /s/ Peter Westley By: /s/ Peter Westley
----------------------------- ---------------------------------
Peter Westley Peter Westley
Managing Member Managing Member
BLUM STRATEGIC PARTNERS V, L.P.
By: Blum Strategic GP V, L.P.
Its General Partner
By: Blum Strategic GP V, L.L.C.
Its General Partner
By: /s/ Peter Westley
-----------------------------
Peter Westley
Managing Member
* * * * * * *
Exhibit B
DISTRIBUTION AGREEMENT
This Distribution Agreement (this "Agreement") is entered into as of
March 13, 2020 by and among:
(i) each of the persons listed on the signature pages hereto under
the title "Investors" (each, an "Investor" and collectively, the
"Investors");
(ii) Blum Capital Partners, L.P., a Delaware limited partnership
(the "Advisor");
(iii) Blum Strategic GP III, L.P., a Delaware limited partnership
(the "Fund III GP"), Blum Strategic Partners III, L.P., a Delaware
limited partnership ("Fund III"), and BCP III AIV A, L.P., a Delaware
limited partnership ("Fund III AIV"),
(iv) Blum Strategic GP IV, L.P., a Delaware limited partnership
(the "Fund IV GP"), Blum Strategic Partners IV, L.P., a Delaware
limited partnership ("Fund IV"), BCP IV AIV A, L.P., a Delaware
limited partnership ("Fund IV AIV"); and
(v) Blum Strategic GP V, L.P., a Delaware limited partnership
(the "Fund V GP"), Blum Strategic Partners V, L.P., a Delaware
limited partnership ("Fund V").
WHEREAS, the Investors are limited partners of Fund V;
WHEREAS, Fund V is a limited partner of Fund III and Fund IV;
WHEREAS, Fund III and Fund IV collectively own 6,515,857 shares
of common stock, par value $.01 per share, ("Avid Shares") of
Avid Technology, Inc. ("Avid"), which consists of
(i) 3,528,619 Avid Shares owned by Fund III AIV
(the "Fund III Shares") and (ii) 2,987,238 Avid Shares
owned by Fund IV AIV (the "Fund IV Shares");
WHEREAS, on the terms and subject to the conditions set forth in
this Agreement: (i) the Fund III GP, as general partner of Fund III
and Fund III AIV, deems it advisable to cause Fund III AIV to make
one or more in kind distributions of the Fund III Shares to the
Fund III Limited Partners and the Fund III GP pro rata in accordance
with their Percentage Interests (as defined in the Fund III
Partnership Agreement); (ii) the Fund IV GP, as general partner
of Fund IV and Fund IV AIV, deems it advisable to cause
Fund IV AIV to make one or more in kind distributions of the
Fund IV Shares to the Fund IV Limited Partners and the Fund IV GP
pro rata in accordance with their Percentage Interests (as
defined in the Fund IV Partnership Agreement); and (iii) the
Fund V GP, as general partner of Fund V, deems it advisable to
cause Fund V to make an in kind distribution of any Avid
Shares received from Fund III and Fund IV (the "Fund V Shares")
to the Fund V Limited Partners and the Fund V GP pro rata in
accordance with their Percentage Interests (as defined in the
Fund V Partnership Agreement); and
WHEREAS, the parties hereto desire to make certain agreements,
representations, warranties and covenants in connection with the
distributions contemplated by this Agreement.
NOW, THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. DISPOSITION OR DISTRIBUTION OF AVID SHARES
(a) No Restriction on Cash Sales. No provision of this
Agreement shall restrict in any way the ability of the Fund Parties
(as defined below), in their discretion, to dispose of any Avid
Shares for cash; provided that the net cash proceeds of any such
disposition shall be promptly distributed to the limited partners
of Funds III, IV and V, as applicable.
(b) 10b5-1 Plan. On the first business day following the
date of this Agreement on which the Fund Parties are permitted to
trade Avid Shares pursuant to Avid's insider trading or other
applicable corporate policies (as determined by Avid) and in
accordance with applicable securities laws (such date,
the "10b5-1 Plan Date"), and subject to approval by Avid in
accordance with its insider trading and other applicable
corporate policies, Fund III AIV, Fund IV AIV and Fund V shall
enter into a written trading plan that meets the
criteria set forth in Rule 10b5-1(c) promulgated under the
Securities and Exchange Act of 1934, as amended, to effect the
transactions described in Sections 1(c)(i)1(c)(iii) and
Sections 1(d)(i)-1(d)(iii) on a date determined by the
Fund Parties, which date shall not be earlier than
April 1, 2020 and not be later than 30 days after the 10b5-1
Plan Date (such date, the "Distribution Date").
(c) Initial Distribution. On the Distribution Date,
upon the terms and subject to the conditions set forth in
this Agreement:
(i) Fund III AIV shall distribute, assign,
transfer and deliver 2,707,717 Avid Shares (or, if less, the
number of Avid Shares then beneficially owned by Fund III AIV)
(the "Initial Fund III Shares") to the Fund III Limited Partners
(including Fund V) and the Fund III GP pro rata in accordance with
their Percentage Interests (as defined in the Fund III Partnership
Agreement) in Fund III's investment in Avid, and the Fund III
Limited Partners and the Fund III GP shall accept the Fund III
Shares so delivered;
(ii) Fund IV AIV shall distribute, assign, transfer
and deliver 2,292,283 Avid Shares (or, if less, the number of
Avid Shares then beneficially owned by Fund IV AIV)
(the "Initial Fund IV Shares") to the Fund IV Limited Partners
(including Fund V) and the Fund IV GP pro rata in accordance
with their Percentage Interests (as defined in the Fund IV
Partnership Agreement) in Fund IV's investment in Avid and the
Fund IV Limited Partners and the Fund IV GP shall accept the
Fund IV Shares so delivered; and
(iii) Fund V shall distribute, assign, transfer and
deliver all of the Fund V Shares distributed to it pursuant to
Section 1(c)(i) and 1(c)(ii) above to the Fund V Limited Partners
(including the Investors) and the Fund V GP pro rata in accordance
with their Percentage Interests (as defined in the Fund V
Partnership Agreement) and the Fund V Limited Partners and
the Fund V GP shall accept the Fund V Shares so delivered.
(d) Final Distribution. On August 17, 2020 (or, if
such date is a day on which banking institutions in the
State of New York are authorized or required by law or other
governmental action to close, then the immediately following
day on which such institutions are authorized to open and
transact business), upon the terms and subject to the
conditions set forth in this Agreement:
(i) Fund III AIV shall distribute, assign, transfer
and deliver all remaining Fund III Shares then beneficially owned
by Fund III AIV to the Fund III Limited Partners (including Fund V)
and the Fund III GP pro rata in accordance with their Percentage
Interests (as defined in the Fund III Partnership Agreement) in
Fund III's investment in Avid, and the Fund III Limited Partners
and the Fund III GP shall accept the Fund III Shares so delivered;
(ii) Fund IV AIV shall distribute, assign, transfer and
deliver all remaining Fund IV Shares then beneficially owned by
Fund IV AIV to the Fund IV Limited Partners (including Fund V) and
the Fund IV GP pro rata in accordance with their Percentage Interests
(as defined in the Fund IV Partnership Agreement) in Fund IV's
investment in Avid and the Fund IV Limited Partners and the
Fund IV GP shall accept the Fund IV Shares so delivered; and
(iii) Fund V shall distribute, assign, transfer and
deliver all of the Fund V Shares distributed to it pursuant to
Section 1(d)(i) and 1(d)(ii) above to the Fund V Limited Partners
(including the Investors) and the Fund V GP pro rata in accordance
with their Percentage Interests (as defined in the Fund V
Partnership Agreement) and the Fund V Limited Partners and the
Fund V GP shall accept the Fund V Shares so delivered.
2. REPRESENTATIONS AND WARRANTIES.
(a) Each of Fund III, Fund III AIV, Fund IV, Fund IV AIV,
Fund V, the Fund III GP, the Fund IV GP, and the Fund V GP, (each,
a "Fund Party" and collectively, the "Fund Parties") represents and
warrants to the Investors as follows as of the date hereof and as of
the date of any in-kind distribution of Avid Shares pursuant to
Section 1 above:
(i) Such Fund Party is validly existing and in good
standing under the laws of the state of its respective formation
and has all requisite power and authority to execute and deliver
this Agreement and the agreements contemplated hereby and to perform
its obligations hereunder and thereunder. The execution and delivery
by such Fund Party of this Agreement and the agreements contemplated
hereby, the performance by such Fund Party of its obligations hereunder
and thereunder, and the consummation by such Fund Party of the
transactions contemplated hereby and thereby have been duly authorized.
This Agreement has been duly executed and delivered by such Fund
Party and, assuming the due execution and delivery thereof by each
other party hereto, constitutes a legal, valid and binding obligation
of such Fund Party, enforceable by such Fund Party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally
and by the effect of general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity
or in law).
(ii) The execution, delivery and performance
by such Fund Party of this Agreement and the agreements
contemplated hereby and the consummation by such Fund Party
of the transactions contemplated hereby and thereby do not
and will not, with or without the giving of notice or the
passage of time or both, (x) violate the provisions of
any law, rule or regulation applicable to such Fund Party
or its properties or assets; (y) violate the provisions
of the governing documents of such Fund Party, as amended
to date hereof and including all consents of investors of
such Fund Party received on or prior to the date hereof;
or (z) violate any judgment, decree, order or award of
any court, governmental or quasi-governmental agency or
arbitrator applicable to such Fund Party
or its properties or assets.
(iii) No consent, approval, exemption or
authorization is required to be obtained from, no notice
is required to be given to, and no filing is required to
be made with any third party (including, without limitation,
governmental and quasi-governmental agencies, authorities
and instrumentalities of competent jurisdiction) by such
Fund Party, in order for this Agreement to constitute a
legal, valid and binding obligation of such Fund Party,
except for any such consent, approval, exemption or
authorization that has been obtained on or prior
to the date hereof by such Fund Party.
(b) Fund III AIV has good and valid title
to the Fund III Shares free and clear of any mortgage,
pledge, security interest, claim, encumbrance, hypothecation,
transfer restriction, lien or charge of any kind
(each, a "Lien"). The Fund III Shares constitute all of
the securities issued by Avid held by Fund III and, upon
distribution in accordance with Section 1 of this Agreement,
such shares, to the belief of the Fund V GP, shall be
freely tradable by the recipients of such Avid Shares
pursuant to Rule 144 ("Rule 144") of the Securities
Act of 1933, as amended and eligible for delivery to the
recipient through DTC and shall not be subject to any
restriction on trading under applicable securities laws
(including Rule 144(e), Rule 144(f), Rule 144(g) and
Rule 144(h)), subject, in each case, to any restrictions
on transfer related to the recipient's affiliation or
relationship with Avid other than the ownership
of the Avid Shares distributed to such recipient (provided,
that the Fund Parties make no representation on any potential
affiliation or relationship between the recipient and
Avid, including any affiliation or relationship related to
any securities of Avid that the recipient may own in
addition to the Avid Shares distributed to such recipient).
(c) Fund IV AIV has good and valid title to the
Fund IV Shares free and clear of any Lien. The Fund IV
Shares constitute all of the securities issued by Avid held
by Fund IV and, upon distribution in accordance with Section 1
of this Agreement, such shares shall be, to the belief of
the Fund V GP, freely tradable by the recipients of such
Avid Shares pursuant to Rule 144 and eligible for delivery
to the recipient through DTC and shall not be subject to
any restriction on trading under applicable securities
laws (including Rule 144(e), Rule 144(f), Rule 144(g) and
Rule 144(h)), subject, in each case, to any restrictions
on transfer related to the recipient's affiliation or
relationship with Avid other than the ownership of the Avid
Shares distributed to such recipient (provided that the
Fund Parties make no representation on any potential
affiliation or relationship between the recipient and Avid,
including any affiliation or relationship related to any
securities of Avid that the recipient may own in addition
to the Avid Shares distributed to such recipient).
(d) Fund V does not beneficially own any Avid
Shares other than the shares indirectly owned through its
interest in Fund III and Fund IV.
3. OTHER COVENANTS
(a) Agreement to Cooperate; Further Assurances.
Each of the parties hereto shall use its reasonable best
efforts to take, or cause to be taken, all actions and to do,
or cause to be done, all things necessary, proper or advisable
under applicable laws and regulations to consummate and make
effective the transactions contemplated hereby, including
providing information and using reasonable best efforts to
obtain all necessary or appropriate waivers, consents and
approvals, and effecting all necessary registrations and
filings.
(b) Settlement. The Fund Parties shall use
their commercially reasonable best efforts to cause the
Avid Shares that are distributed pursuant to Section 1 of this
Agreement to be distributed into the account of the applicable
Investor's designee, at The Depository Trust Company ("DTC")
through its Deposit and Withdrawal at Custodian System ("DWAC")
or by such other means of delivery as may be mutually agreed
upon by the Fund Parties and such Investor prior to the
distribution date, unless another date shall be agreed
upon by the Fund Parties and the Investors (each such date,
a "Settlement Date"), provided, however, that the Fund Parties
shall not bear any responsibility for any delay in delivering
the Avid Shares to any Investor to the extent such delay is
caused by such Investor's failure to provide accurate
delivery instructions to the Fund Parties at least three
business days prior to the Settlement Date. Upon request
from any Investor, Fund V shall assign to such Investor the
right to receive directly from Fund III AIV or Fund IV AIV
such Investor's pro rata share of any Avid Shares distributable
to Fund V with respect to such Investor.
(c) If the Company, or its transfer agent
(if applicable), shall default on its obligation to deliver
the Shares on any Settlement Date, the Fund Parties shall
indemnify and hold the Investors harmless against any loss,
claim or damage arising from or as a result of such default
by the Company; provided, however, that: (i) the Fund Parties
shall not bear any responsibility for any failure of or
delay by any designee of the Investor to deliver the Avid
Shares to such Investor for any reason; (ii) the Fund Parties
shall not be liable in any way for any delay in receipt of the
Avid Shares by an Investor to the extent such delay is caused
by the failure of the Investor or their designee to accurately
and timely initiate a DWAC request for the Avid Shares on a
Settlement Date; and (iii) the Fund Parties shall not be liable
for any delay by DTC in delivery of the Avid Shares to any
Investor to the extent such delay is caused by any suspension or
disruption of operations of DTC or any negligence or malfeasance
by DTC or any of its agents.
(d) No Other In-Kind Distributions. The Fund Parties
shall not cause or permit any in-kind distribution of Avid Shares
(other than the distributions described in Section 1 above) without
the prior written consent of a majority in interest of the
Fund V limited partners.
4. MISCELLANEOUS
(a) Entire Agreement. This Agreement and the other
agreements referred to herein set forth the entire understanding
among the parties hereto with respect to the subject matter hereof.
(b) Amendment.
(i) This Agreement can be amended only by an
instrument in writing signed by each of the parties hereto. Any
provision of this Agreement may be waived if, but only if, such
waiver is in writing and is signed by the party against whom
the waiver is to be effective.
(ii) No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate
as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The
rights and remedies provided herein shall be cumulative and
not exclusive of any rights or remedies provided by law.
(c) Successors. This Agreement shall bind and
inure to the benefit of the parties hereto and their respective
successors, assigns, heirs and representatives. This Agreement
does not, and shall not be construed to, confer upon or give
to any person that is not a party any rights or remedies under
or by reason of, or any rights to enforce or cause any party
to enforce any provision of, this Agreement, whether directly
or indirectly, by right of subrogation or otherwise.
(d) Survival. All covenants, agreements,
representations and warranties made herein shall survive
the execution and delivery hereof and transfer of any
holdings of Avid Shares.
(e) Counterparts. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed an original but all of which shall together
constitute one and the same instrument.
(f) Delivery by Facsimile or Electronic Mail.
This Agreement and any amendments hereto to the extent signed
and delivered by means of a facsimile machine or digital imaging
and electronic mail, shall be treated in all manner and
respects as an original contract and shall be considered to
have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of
any party hereto or to any such contract, each other party hereto
or thereto shall re-execute original forms thereof and deliver
them to all other parties. No party hereto or to any such contract
shall raise the use of a facsimile machine or digital imaging and
electronic mail to deliver a signature or the fact that any
signature or contract was transmitted or communicated through
the use of a facsimile machine or digital imaging and
electronic mail as a defense to the formation of a contract
and each such party forever waives any such defense.
(g) Governing Law. This Agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of Delaware applicable to contracts
entered into and performed entirely within such State.
(h) Termination. This Agreement may be terminated
by the Investors, by written notice to the Fund V GP, if
(i) the Investors have not received their pro rata share of the
Initial Fund III Shares and the Initial Fund IV Shares on or before
April 30, 2020 (except where the failure of any Investor to
receive such Initial Fund III Shares or Initial Fund IV Shares
on or before April 30, 2020 is the result of (I) any failure of
or delay by any designee of any Investor to deliver the Avid Shares
o such Investor for any reason; (II) any delay caused by the
failure of any Investor or its designee to accurately and
timely initiate a DWAC request for the Avid Shares on a Settlement
Date and/or (III) any delay by DTC in delivery of the Avid
Shares to any Investor to the extent such delay is caused by
any suspension or disruption of operations of DTC or any negligence
or malfeasance by DTC or any of its agents), (ii) if such shares
are delivered on or before April 30, 2020 but are subject to
any restrictions on transfer other than any restrictions on
transfer related to an Investor's affiliation or relationship
with Avid (other than the ownership of the Avid Shares distributed
to such Investor), including any affiliation or relationship
related to any securities of Avid that such Investor may own
in addition to the Avid Shares distributed to such Investor or
(iii) if the applicable Fund Parties have failed to adopt a
written trading plan in accordance with Section 1(b).
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IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.
INVESTORS:
VINTAGE VI LP
By: Goldman Sachs Asset Management, L.P.
its investment manager
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
VINTAGE VI OFFSHORE HOLDINGS LP
By: Goldman Sachs Asset Management, L.P.
its investment manager
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
PE CSEC OFFSHORE HOLDINGS II, L.P.
By: PE CSEC Offshore Advisors II, Inc.,
its general partner
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
UBAR INVESTMENT HOLDINGS LIMITED
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
MERBAU INVESTORS OFFSHORE HOLDINGS II, L.P.
By: Merbau Advisors, Ltd.,
its general partner
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
VINTAGE VI MGR HLDS LP
By: Goldman Sachs Asset Management, L.P.,
its investment manager
By: _________________________
Name: Andres Gonzalez
Title: Authorized Person
DALPP, L.P.
By: Goldman Sachs DA LLC,
its general partner
By: GSAM Gen-Par, L.L.C.,
its managing member
By: _________________________
Name: Andres Gonzalez
Title: Vice President
RA PROGRAM LP
By: Goldman Sachs TL Program Advisors, Inc.,
its general partner
By: GSAM Gen-Par, L.L.C, its director
By: _________________________
Name: Andres Gonzalez
Title: Vice President
FUND PARTIES:
BLUM CAPITAL PARTNERS, L.P.
By: ________________________
Name: Peter Westley
Title: Managing Partner
BLUM STRATEGIC GP III, L.P.
By: BLUM STRATEGIC GP III, L.L.C.,
its General Partner
By: ________________________
Name: Peter Westley
Title: Member
BLUM STRATEGIC PARTNERS III, L.P.
By: BLUM STRATEGIC GP III, L.P.,
its General Partner
By: BLUM STRATEGIC GP III, L.L.C.,
its General Partner
By: ______________________________
Name: Peter Westley
Title: Member
BCP III AIV A, L.P.
By: BLUM STRATEGIC GP III, L.P.,
its General Partner
By: BLUM STRATEGIC GP III, L.L.C.,
its General Partner
By: ______________________________
Name: Peter Westley
Title: Member
BLUM STRATEGIC GP IV, L.P.
By: BLUM STRATEGIC GP IV, L.L.C.,
its General Partner
By: _______________________________
Name: Peter Westley
Title: Member
BLUM STRATEGIC PARTNERS IV, L.P.
By: BLUM STRATEGIC GP IV, L.P.,
its General Partner
By: BLUM STRATEGIC GP IV, L.L.C.,
its General Partner
By: ________________________________
Name: Peter Westley
Title: Member
BCP IV AIV A, L.P.
By: BLUM STRATEGIC GP IV, L.P.,
its General Partner
By: BLUM STRATEGIC GP IV, L.L.C.,
its General Partner
By: _______________________________
Name: Peter Westley
Title: Member
BLUM STRATEGIC GP V, L.P.
By: BLUM STRATEGIC GP V, L.L.C.,
its General Partner
By: ______________________________
Name: Peter Westley
Title: Managing Member
BLUM STRATEGIC PARTNERS V, L.P.
By: BLUM STRATEGIC GP V, L.P.,
its General Partner
By: BLUM STRATEGIC GP V, L.L.C.,
its General Partner
By: ______________________________
Name: Peter Westley
Title: Managing Member