Filing Details
- Accession Number:
- 0001193125-23-032604
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-09 19:00:00
- Filed By:
- Carlyle Group Inc.
- Company:
- Zoominfo Technologies Inc. (NASDAQ:ZI)
- Filing Date:
- 2023-02-10
- 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 | 36,662,469 | 0 | 36,662,469 | 36,662,469 | 9.1% |
| Carlyle Holdings I GP Inc | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| Carlyle Holdings I GP Sub | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| Carlyle Holdings I | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| CG Subsidiary Holdings | 0 | 36,662,469 | 0 | 36,662,469 | 36,662,469 | 9.1% |
| TC Group | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| TC Group Sub | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| TC Group VI S1 | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| TC Group VI S1 | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| Carlyle Partners VI Evergreen Holdings | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| CP VI Evergreen Holdings | 0 | 33,662,469 | 0 | 33,662,469 | 33,662,469 | 8.3% |
| Carlyle Holdings II GP | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| Carlyle Holdings II | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| TC Group Cayman Investment Holdings | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| TC Group Cayman Investment Holdings Sub | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| TC Group VI | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| TC Group VI | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| Flex Credit Acquisition Company | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
| CP Cayman Opportunities Holdings | 0 | 3,000,000 | 0 | 3,000,000 | 3,000,000 | 0.7% |
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. 2)*
ZoomInfo Technologies Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
98980F104
(CUSIP Number)
December 31, 2022
(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. 98980F104 | Schedule 13G | Page 1 of 28 |
| 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
36,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.1% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 2 of 28 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP 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
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 3 of 28 |
| 1 | Names of Reporting Persons
Carlyle Holdings I GP Sub 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
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 4 of 28 |
| 1 | Names of Reporting Persons
Carlyle Holdings I 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 5 of 28 |
| 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
36,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
36,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.1% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 6 of 28 |
| 1 | Names of Reporting Persons
TC Group, 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
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 7 of 28 |
| 1 | Names of Reporting Persons
TC Group 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 8 of 28 |
| 1 | Names of Reporting Persons
TC Group VI S1, 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
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 9 of 28 |
| 1 | Names of Reporting Persons
TC Group VI S1, 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 10 of 28 |
| 1 | Names of Reporting Persons
Carlyle Partners VI Evergreen 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 11 of 28 |
| 1 | Names of Reporting Persons
CP VI Evergreen 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
33,662,469 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
33,662,469 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
33,662,469 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
8.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 12 of 28 |
| 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 13 of 28 |
| 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 14 of 28 |
| 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 15 of 28 |
| 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 16 of 28 |
| 1 | Names of Reporting Persons
TC Group VI, 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 17 of 28 |
| 1 | Names of Reporting Persons
TC Group VI, 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
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 18 of 28 |
| 1 | Names of Reporting Persons
Flex Credit Acquisition Company LLC | |||||
| 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 19 of 28 |
| 1 | Names of Reporting Persons
CP Cayman Opportunities 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
3,000,000 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
3,000,000 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0.7% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. 98980F104 | Schedule 13G | Page 20 of 28 |
ITEM 1. (a) Name of Issuer:
ZoomInfo Technologies Inc. (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
805 Broadway Street, Suite 900, Vancouver, WA 98660.
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 I GP Inc.
Carlyle Holdings I GP Sub L.L.C.
Carlyle Holdings I L.P.
CG Subsidiary Holdings L.L.C.
TC Group, L.L.C.
TC Group Sub L.P.
TC Group VI S1, L.L.C.
TC Group VI S1, L.P.
Carlyle Partners VI Evergreen Holdings, L.P. (Carlyle Evergreen)
CP VI Evergreen Holdings, L.P. (CP VI Evergreen)
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.L.C.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
TC Group VI, L.L.C.
TC Group VI, L.P.
Flex Credit Acquisition Company LLC
CP Cayman Opportunities Holdings, L.P. (CP Cayman Opportunities)
| (b) | Address or Principal Business Office: |
The principal business office address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P. and CP Cayman Opportunities is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.
| CUSIP No. 98980F104 | Schedule 13G | Page 21 of 28 |
| (c) | Citizenship of each Reporting Person is: |
Each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P. and CP Cayman Opportunities is organized under the laws of the Cayman Islands. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common stock, par value $0.01 per share (Common Stock).
| (e) | CUSIP Number: |
98980F104
| ITEM 3. |
Not applicable.
| CUSIP No. 98980F104 | Schedule 13G | Page 22 of 28 |
| ITEM 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 403,657,009 shares of Common Stock outstanding as of October 21, 2022, as disclosed in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2022.
| 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. | 36,662,469 | 9.1 | % | 0 | 36,662,469 | 0 | 36,662,469 | |||||||||||||||||
| Carlyle Holdings I GP Inc. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| Carlyle Holdings I GP Sub L.L.C. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| Carlyle Holdings I L.P. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. | 36,662,469 | 9.1 | % | 0 | 36,662,469 | 0 | 36,662,469 | |||||||||||||||||
| TC Group, L.L.C. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| TC Group Sub L.P. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| TC Group VI S1, L.L.C. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| TC Group VI S1, L.P. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| Carlyle Partners VI Evergreen Holdings, L.P. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| CP VI Evergreen Holdings, L.P. | 33,662,469 | 8.3 | % | 0 | 33,662,469 | 0 | 33,662,469 | |||||||||||||||||
| Carlyle Holdings II GP L.L.C. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| Carlyle Holdings II L.L.C. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| TC Group Cayman Investment Holdings, L.P. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| TC Group Cayman Investment Holdings Sub L.P. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| TC Group VI, L.L.C. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| TC Group VI, L.P. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| Flex Credit Acquisition Company LLC | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
| CP Cayman Opportunities Holdings, L.P. | 3,000,000 | 0.7 | % | 0 | 3,000,000 | 0 | 3,000,000 | |||||||||||||||||
Carlyle Evergreen is the record holder of 16,877,890 shares of Common Stock, CP VI Evergreen is the record holder of 16,784,579 shares of Common Stock and CP Cayman Opportunities is the record holder of 3,000,000 shares of Common Stock.
The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub
| CUSIP No. 98980F104 | Schedule 13G | Page 23 of 28 |
L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen. Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Evergreen and CP VI Evergreen. Each of them disclaims beneficial ownership of such securities.
The Carlyle Group Inc. is also 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 held of record by CP Cayman Opportunities, 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 member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the managing member of Flex Credit Acquisition Company, LLC, which is the general partner of CP Cayman Opportunities. Accordingly, each of these entities may be deemed to share beneficial ownership of the shares of Common Stock held of record by CP Cayman Opportunities. 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. |
The Reporting Persons are a party to (i) that certain Stockholders Agreement (the Stockholders Agreement) dated as of June 3, 2020, among the Issuer, the TA Stockholders (as defined therein), the Carlyle Stockholders (as defined therein) and the Founder Stockholders (as defined therein and which initially includes DO Holdings (WA), LLC, HSKB Funds, LLC, and HSKB Funds II, LLC) and (ii) the Irrevocable Proxy (the Irrevocable Proxy) dated as of June 3, 2020, among the TA Stockholders, the Carlyle Stockholders, the Founder Stockholders and 22C (as defined therein, and together with the TA Stockholders, the Carlyle Stockholders and the Founder Stockholders, the Other Parties).
By virtue of being a party to the Stockholders Agreement and the Irrevocable Proxy, each of the Reporting Persons may be deemed to be members of a group, as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended, with the Other Parties. The share ownership reported on this Schedule 13G for the Reporting Persons does not include any securities of the Issuer owned by the Other Parties, and each of the Reporting Persons disclaims beneficial ownership of the securities beneficially owned by the Other Parties.
| CUSIP No. 98980F104 | Schedule 13G | Page 24 of 28 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. 98980F104 | Schedule 13G | Page 25 of 28 |
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 10, 2023
| The Carlyle Group Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Chief Financial Officer | |
| Carlyle Holdings I GP Inc. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I GP Sub L.L.C.
| ||
| By: Carlyle Holdings I GP Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director and Chief Financial Officer | |
| Carlyle Holdings I L.P. | ||
| 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, L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| CUSIP No. 98980F104 | Schedule 13G | Page 26 of 28 |
| TC Group Sub L.P. | ||
| By: TC Group, L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | Curtis L. Buser | |
| Title: | Managing Director | |
| TC Group VI S1, L.L.C. | ||
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Authorized Person | |
| TC Group VI S1, L.P. | ||
| By: | /s/ Jeremy Anderson | |
| Name: | Jeremy Anderson | |
| Title: | Authorized Person | |
| Carlyle Partners VI Evergreen Holdings, L.P. | ||
| By: TC Group VI S1, L.P., its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| CP VI Evergreen Holdings, L.P. | ||
| By: TC Group VI S1, L.P., its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| 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 | |
| CUSIP No. 98980F104 | Schedule 13G | Page 27 of 28 |
| 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 | |
| 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, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| TC Group VI, L.P. | ||
| By: TC Group VI, LLC, its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| Flex Credit Acquisition Company LLC | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| CP Cayman Opportunities Holdings, L.P. | ||
| By: Flex Credit Acquisition Company LLC, its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Authorized Person | |
| CUSIP No. 98980F104 | Schedule 13G | Page 28 of 28 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 24 | Power of Attorney. | |
| 99 | Joint Filing Agreement. | |