Filing Details
- Accession Number:
- 0001193125-22-037109
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-10 19:00:00
- Filed By:
- Carlyle Group Inc.
- Company:
- Atotech Limited
- Filing Date:
- 2022-02-11
- SEC Url:
- 13G 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 |
|---|---|---|---|---|---|---|
| The Carlyle Group Inc | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| Carlyle Holdings II GP | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| Carlyle Holdings II | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| CG Subsidiary Holdings | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| TC Group Cayman Investment Holdings | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| TC Group Cayman Investment Holdings Sub | 0 | 153,672,703 | 0 | 153,672,703 | 153,672,703 | 78.9% |
| TC Group VI Cayman | 0 | 93,841,130 | 0 | 93,841,130 | 93,841,130 | 48.2% |
| TC Group VI Cayman | 0 | 93,841,130 | 0 | 93,841,130 | 93,841,130 | 48.2% |
| Carlyle Partners VI Cayman Holdings | 0 | 93,841,130 | 0 | 93,841,130 | 93,841,130 | 48.2% |
| CEP IV Managing GP Holdings, Ltd | 0 | 40,937,384 | 0 | 40,937,384 | 40,937,384 | 21.0% |
| CEP IV Managing GP | 0 | 40,937,384 | 0 | 40,937,384 | 40,937,384 | 21.0% |
| Carlyle Europe Partners IV | 0 | 40,937,384 | 0 | 40,937,384 | 40,937,384 | 21.0% |
| CEP IV Participations, S. r.l. SICAR | 0 | 40,937,384 | 0 | 40,937,384 | 40,937,384 | 21.0% |
| CAP IV | 0 | 18,894,189 | 0 | 18,894,189 | 18,894,189 | 9.7% |
| CAP IV General Partner | 0 | 18,894,189 | 0 | 18,894,189 | 18,894,189 | 9.7% |
| Carlyle Asia Partners IV | 0 | 18,894,189 | 0 | 18,894,189 | 18,894,189 | 9.7% |
| Gamma Holding Company Limited | 0 | 18,894,189 | 0 | 18,894,189 | 18,894,189 | 9.7% |
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Atotech Limited
(Name of Issuer)
Ordinary Shares, par value $0.10
(Title of Class of Securities)
G0625A105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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. G0625A105 | Schedule 13G | Page 1 of 25 |
| 1 | Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 2 of 25 |
| 1 | Names of Reporting Persons
Carlyle Holdings II GP L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 3 of 25 |
| 1 | Names of Reporting Persons
Carlyle Holdings II L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 4 of 25 |
| 1 | Names of Reporting Persons
CG Subsidiary Holdings L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 5 of 25 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 6 of 25 |
| 1 | Names of Reporting Persons
TC Group Cayman Investment Holdings Sub L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
153,672,703 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
153,672,703 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
153,672,703 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
78.9% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 7 of 25 |
| 1 | Names of Reporting Persons
TC Group VI Cayman, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
93,841,130 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
93,841,130 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
93,841,130 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
48.2% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 8 of 25 |
| 1 | Names of Reporting Persons
TC Group VI Cayman, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
93,841,130 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
93,841,130 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
93,841,130 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
48.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 9 of 25 |
| 1 | Names of Reporting Persons
Carlyle Partners VI Cayman Holdings, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
93,841,130 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
93,841,130 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
93,841,130 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
48.2% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 10 of 25 |
| 1 | Names of Reporting Persons
CEP IV Managing GP Holdings, Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
40,937,384 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
40,937,384 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,937,384 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
21.0% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 11 of 25 |
| 1 | Names of Reporting Persons
CEP IV Managing GP, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
40,937,384 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
40,937,384 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,937,384 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
21.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 12 of 25 |
| 1 | Names of Reporting Persons
Carlyle Europe Partners IV, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United Kingdom | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
40,937,384 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
40,937,384 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,937,384 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
21.0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 13 of 25 |
| 1 | Names of Reporting Persons
CEP IV Participations, S.à r.l. SICAR | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Luxembourg | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
40,937,384 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
40,937,384 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
40,937,384 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
21.0% | |||||
| 12 | Type of Reporting Person
OO (Luxembourg Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 14 of 25 |
| 1 | Names of Reporting Persons
CAP IV, L.L.C. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,894,189 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,894,189 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,894,189 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 15 of 25 |
| 1 | Names of Reporting Persons
CAP IV General Partner, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,894,189 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,894,189 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,894,189 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 16 of 25 |
| 1 | Names of Reporting Persons
Carlyle Asia Partners IV, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,894,189 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,894,189 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,894,189 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 17 of 25 |
| 1 | Names of Reporting Persons
Gamma Holding Company Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
18,894,189 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
18,894,189 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,894,189 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.7% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. G0625A105 | Schedule 13G | Page 18 of 25 |
| ITEM 1. | (a) Name of Issuer: |
Atotech Limited (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
William Street, West Bromwich, West Midlands, B70 0BG, United Kingdom
| ITEM 2. | (a) Name of Person Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
The Carlyle Group Inc.
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.L.C.
CG Subsidiary Holdings L.L.C.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
TC Group VI Cayman, L.L.C.
TC Group VI Cayman, L.P.
Carlyle Partners VI Cayman Holdings, L.P.
CEP IV Managing GP Holdings, Ltd.
CEP IV Managing GP, L.P.
Carlyle Europe Partners IV, L.P.
CEP IV Participations, S.à r.l. SICAR.
CAP IV, L.L.C.
CAP IV General Partner, L.P.
Carlyle Asia Partners IV, L.P.
Gamma Holding Company Limited
| (b) | Address or Principal Business Office: |
The address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VI Cayman, L.L.C., TC Group VI Cayman, L.P., Carlyle Partners VI Cayman Holdings, L.P., CEP IV General Partner, L.P., Carlyle Asia Partners IV, L.P. and Gamma Holding Company Limited is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The address for CEP IV Participations, S.à r.l. SICAR is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg, Luxembourg. The address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, D.C. 20004-2505.
| CUSIP No. G0625A105 | Schedule 13G | Page 19 of 25 |
| (c) | Citizenship of each Reporting Person is: |
Each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group VI Cayman, L.L.C., TC Group VI Cayman, L.P., Carlyle Partners VI Cayman Holdings, L.P., CEP IV General Partner, L.P., Carlyle Asia Partners IV, L.P. and Gamma Holding Company Limitedis organized under the laws of the Cayman Islands. Carlyle Europe Partners IV, L.P. is organized under the laws of the United Kingdom. CEP IV Participations, S.à r.l. SICAR is organized under the laws of Luxembourg. Each of the remaining Reporting Persons is organized under the laws of the state of Delaware.
| (d) | Title of Class of Securities: |
Ordinary Shares, par value $0.10 per share (Ordinary Shares).
| (e) | CUSIP Number: |
G0625A105
| ITEM 3. |
Not applicable.
| CUSIP No. G0625A105 | Schedule 13G | Page 20 of 25 |
| ITEM 4. | Ownership. |
| (a-c) |
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2021, based upon 194,695,832 Ordinary Shares outstanding as of September 30, 2021, based on the Issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 9, 2021.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| The Carlyle Group Inc. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| Carlyle Holdings II GP L.L.C. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| Carlyle Holdings II L.L.C. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| TC Group Cayman Investment Holdings, L.P. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| TC Group Cayman Investment Holdings Sub L.P. | 158,062,903 | 81.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| TC Group VI Cayman, L.L.C. | 93,841,130 | 48.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| TC Group VI Cayman, L.P. | 93,841,130 | 48.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| TC Group VI Cayman Holdings, Ltd. | 93,841,130 | 48.2 | % | 0 | 158,062,903 | 0 | 158,062,903 | |||||||||||||||||
| CEP IV Managing GP Holdings, Ltd. | 40,937,384 | 21.0 | % | 0 | 40,937,384 | 0 | 40,937,384 | |||||||||||||||||
| CEP IV Managing GP, L.P. | 40,937,384 | 21.0 | % | 0 | 40,937,384 | 0 | 40,937,384 | |||||||||||||||||
| Carlyle Europe Partners IV, L.P. | 40,937,384 | 21.0 | % | 0 | 40,937,384 | 0 | 40,937,384 | |||||||||||||||||
| CEP IV Participations, S.à r.l. SICAR | 40,937,384 | 21.0 | % | 0 | 40,937,384 | 0 | 40,937,384 | |||||||||||||||||
| CAP IV, L.L.C. | 18,894,189 | 9.7 | % | 0 | 18,894,189 | 0 | 18,894,189 | |||||||||||||||||
| CAP IV General Partner, L.P. | 18,894,189 | 9.7 | % | 0 | 18,894,189 | 0 | 18,894,189 | |||||||||||||||||
| Carlyle Asia Partners IV, L.P. | 18,894,189 | 9.7 | % | 0 | 18,894,189 | 0 | 18,894,189 | |||||||||||||||||
| Gamma Holding Company Limited | 18,894,189 | 9.7 | % | 0 | 18,894,189 | 0 | 18,894,189 | |||||||||||||||||
Includes 93,841,130 shares held by Carlyle Partners VI Cayman Holdings, L.P., 40,937,384 shares held by CEP IV Participations, S.à r.l. SICAR, and 18,894,189 shares held by Gamma Holding Company Limited.
The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder TC Group VI Cayman, L.L.C., which is the general partner of TC Group VI Cayman, L.P., which is the general partner of Carlyle Partners VI Cayman Holdings, L.P.
| CUSIP No. G0625A105 | Schedule 13G | Page 21 of 25 |
TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.à r.l. SICAR.
CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited.
Accordingly each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.à r.l. SICAR, and by Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. G0625A105 | Schedule 13G | Page 22 of 25 |
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: February 11, 2022
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings II GP L.L.C. | ||
| By: The Carlyle Group Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings II L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CG Subsidiary Holdings L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| TC Group Cayman Investment Holdings, L.P. | ||
| By: CG Subsidiary Holdings L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CUSIP No. G0625A105 | Schedule 13G | Page 23 of 25 |
| TC Group Cayman Investment Holdings Sub L.P. | ||
| By: TC Group Cayman Investment Holdings, L.P., its general partner | ||
| By: CG Subsidiary Holdings L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| TC Group VI Cayman, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| TC Group VI Cayman, L.P. | ||
| By: | TC Group VI Cayman, L.L.C., its general partner | |
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| Carlyle Partners VI Cayman Holdings, L.P. | ||
| By: TC Group VI Cayman, L.P., its general partner | ||
| By: | TC Group VI Cayman, L.L.C., its general partner | |
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| CEP IV Managing GP Holdings, Ltd. | ||
| By: | /s/ Anat Holtzman | |
| Name: | Anat Holtzman | |
| Title: | Manager | |
| CEP IV Managing GP, L.P. | ||
| By: CEP IV Managing GP Holdings, Ltd., its general partner | ||
| By: | /s/ Anat Holtzman | |
| Name: | Anat Holtzman | |
| Title: | Manager | |
| CUSIP No. G0625A105 | Schedule 13G | Page 24 of 25 |
| Carlyle Europe Partners IV, L.P. | ||
| By: CEP IV Managing GP, L.P., its general partner | ||
| By: CEP IV Managing GP Holdings, Ltd., its general partner | ||
| By: | /s/ Anat Holtzman | |
| Name: | Anat Holtzman | |
| CEP IV Participations, S.à r.l. SICAR | ||
| Represented by Andrew Howlett-Bolton, and William Cagney, as Managers | ||
| By: | /s/ Andrew Howlett-Bolton | |
| Name: | Andrew Howlett-Bolton | |
| By: | /s/ William Cagney | |
| Name: | William Cagney | |
| CAP IV, L.L.C. | ||
| By: | /s/ Norma Kuntz | |
| Name: | Norma Kuntz | |
| Title: | Authorized Person | |
| CAP IV General Partner, L.P. | ||
| By: CAP IV, L.L.C., its general partner | ||
| By: | /s/ Norma Kuntz | |
| Name: | Norma Kuntz | |
| Title: | Authorized Person | |
| Carlyle Asia Partners IV, L.P. | ||
| By: CAP IV General Partner, L.P., its general partner | ||
| By: CAP IV, L.L.C., its general partner | ||
| By: | /s/ Norma Kuntz | |
| Name: | Norma Kuntz | |
| Title: | Authorized Person | |
| Gamma Holding Company Limited | ||
| By: | /s/ Norma Kuntz | |
| Name: | Norma Kuntz | |
| Title: | Director | |
| CUSIP No. G0625A105 | Schedule 13G | Page 25 of 25 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 24 | Power of Attorney. | |
| 99 | Joint Filing Agreement. | |