Filing Details
- Accession Number:
- 0001193125-20-303609
- Form Type:
- 13D Filing
- Publication Date:
- 2020-11-25 16:03:00
- Filed By:
- Green Equity Investors Vii, L.p.
- Company:
- Catalent Inc. (NYSE:CTLT)
- Filing Date:
- 2020-11-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Green Equity Investors VII | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| Green Equity Investors Side VII | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| LGP Associates VII-A | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| LGP Associates VII-B | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| GEI Capital VII | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| Leonard Green Partners | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| LGP Management, Inc | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| Peridot Coinvest Manager | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
| Peter Zippelius | 0 | 7,829,374 | 0 | 7,829,374 | 7,829,374 | 4.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Catalent, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
148806102
(CUSIP Number)
Jennifer Bellah Maguire
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7986
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 23, 2020
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No.148806102 | Schedule 13D/A | Page 2 of 16 Pages | ||
| (1) | Name of Reporting Persons:
Green Equity Investors VII, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 3 of 16 Pages | ||
| (1) | Name of Reporting Persons:
Green Equity Investors Side VII, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 4 of 16 Pages | ||
| (1) | Name of Reporting Persons:
LGP Associates VII-A LLC | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |
| (3) | SEC Use Only:
| |
| (4) | Source of Funds (See Instructions):
WC | |
| (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 |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) |
| CUSIP No.148806102 | Schedule 13D/A | Page 5 of 16 Pages | ||
| (1) | Name of Reporting Persons:
LGP Associates VII-B LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☒ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
WC | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 6 of 16 Pages | ||
| (1) | Name of Reporting Persons:
GEI Capital VII, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 7 of 16 Pages | ||
| (1) | Name of Reporting Persons:
Leonard Green & Partners, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 8 of 16 Pages | ||
| (1) | Name of Reporting Persons:
LGP Management, Inc. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 9 of 16 Pages | ||
| (1) | Name of Reporting Persons:
Peridot Coinvest Manager LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (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 | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 10 of 16 Pages | ||
| (1) | Name of Reporting Persons:.
Peter Zippelius | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
AF | |||||
| (5) | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
☐ | |||||
| (6) | Citizenship or Place of Organization:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
| (7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person:
7,829,374 shares of Common Stock issuable upon conversion of 384,777 shares of Issuers Series A Convertible Preferred Stock | |||||
| (12) | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
☐ | |||||
| (13) | Percent of Class Represented by Amount in Row (11):
4.5% beneficial ownership of the Issuers common stock based on 164,697,598 shares of Common Stock outstanding as reported in the Issuers 10-Q dated November 3, 2020 | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No.148806102 | Schedule 13D/A | Page 11 of 16 Pages | ||
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D (this Amendment) relates to shares of Series A Convertible Preferred Stock, par value $0.01 per share (the Series A Preference Shares) of Catalent, Inc., a Delaware corporation (the Issuer), which are convertible into shares of Common Stock, par value $0.01 per share (the Common Stock), of the Issuer, and shares of Common Stock of the Issuer.
The address of the Issuers principal executive offices is 14 Schoolhouse Road, Somerset, New Jersey 08873.
This Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons, as the Reporting Persons beneficially own less than five percent of the Common Stock of the Issuers.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
| (a) | As of the date of this statement, (i) GEI VII is the record owner of 171,928 Series A Preference Shares which are convertible into 3,495,489 shares of Common Stock, (ii) GEI Side VII is the record owner of 203,156 Series A Preference Shares which are convertible into 4,130,389 shares of Common Stock, (iii) Associates VII-A is the record owner of 972 Series A Preference Shares which are convertible into 19,761 shares of Common Stock, and (iv) Associates VII-B is the record owner of 8,721 Series A Preference Shares which are convertible into 177,307 shares of Common Stock. |
Peter Zippelius is the record owner of 6,428 shares of Common Stock underlying restricted stock units, which are held by Mr. Zippelius for the benefit of LGP.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The disclosure provided in Item 3 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
As of the date of this statement, GEI VII held 171,928 Series A Preference Shares, GEI Side VII held 203,156 Series A Preference Shares, Associates VII-A held 972 Series A Preference Shares, and Associates VII-B held 8,721 Series A Preference Shares, representing an aggregate of 384,777 Series A Preference Shares.
| CUSIP No.148806102 | Schedule 13D/A | Page 12 of 16 Pages | ||
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b)
| Reporting Persons | Number of Shares | Shared Beneficial | Percentage of Class Beneficially Owned | |||||
| GEI VII | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| GEI Side VII | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| Associates VII-A | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| Associates VII-B | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| Peter Zippelius | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| Other Reporting Persons | 0 | 7,829,374 (as converted) | 4.5 | % | ||||
| (c) | The following table sets forth all transactions with respect to shares of Common Stock effected during the past 60 days by any of the Reporting Persons. The following table includes an award of 2,125 shares of Common Stock underlying restricted stock units awarded to Mr. Zippelius in connection with his appointment as a member of the Issuers board of directors and comprise the regular, annual grant of restricted stock units (pro-rated to reflect a partial year of service) provided to non-management directors pursuant to the Issuers non-management director compensation package. Each restricted stock unit represents the right to receive one share of Common Stock. The shares will vest on the earlier of one year from the date of the award and the date of the Issuers fiscal year 2021 annual meeting of shareholders. |
| CUSIP No.148806102 | Schedule 13D/A | Page 13 of 16 Pages | ||
| Reporting Person | Date of Transaction | Number of Shares Acquired/Sold | Price per Share | |||||
| Peter Zippelius | 10/29/2020 | 2,125 (Acquired) | $ 0.00 | |||||
| GEI VII | 11/23/2020 | 2,409,421 (Sold) | $99.26 | |||||
| GEI Side VII | 11/23/2020 | 2,847,068 (Sold) | $99.26 | |||||
| Associates VII-A | 11/23/2020 | 13,601 (Sold) | $99.26 | |||||
| Associates VII-B | 11/23/2020 | 122,190 (Sold) | $99.26 | |||||
| (d) | Not applicable. |
| (e) | As a result of the transactions described herein, on November 23, 2020, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Common Stock of the Issuer. The filing of this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exist filing for the Reporting Persons. |
| CUSIP No.148806102 | Schedule 13D/A | Page 14 of 16 Pages | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.
Dated as of November 25, 2020
| Green Equity Investors VII, L.P. By: GEI Capital VII, LLC, its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Green Equity Investors Side VII, L.P. By: GEI Capital VII, LLC, its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Associates VII-A LLC By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Associates VII-B LLC By: Peridot Coinvest Manager LLC, its Manager | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| GEI Capital VII, LLC | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| CUSIP No.148806102 | Schedule 13D/A | Page 15 of 16 Pages | ||
| Leonard Green & Partners, L.P. By: LGP Management, Inc., its General Partner | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| LGP Management, Inc. | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| Peridot Coinvest Manager LLC | ||
| By: | /S/ ANDREW GOLDBERG | |
| Name: | Andrew Goldberg | |
| Title: | Vice President, General Counsel and Secretary | |
| /S/ ANDREW GOLDBERG |
| Andrew Goldberg, as Attorney-in-Fact for Peter Zippelius |
| CUSIP No.148806102 | Schedule 13D/A | Page 16 of 16 Pages | ||
SCHEDULE 1
Directors and Executive Officers of LGPM
| Name | Position with LGPM | |
| John G. Danhakl | Executive Vice President and Managing Partner | |
| Jonathan D. Sokoloff | Executive Vice President and Managing Partner | |
| Cody L. Franklin | Chief Financial Officer and Assistant Secretary | |
| Andrew C. Goldberg | Vice President, General Counsel and Secretary | |
| Lance J.T. Schumacher | Vice President Tax and Assistant Secretary |