Filing Details

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1	NAMES OF REPORTING PERSONS
	ADVENT INTERNATIONAL, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			285,753,649
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			285,753,649
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	285,753,649
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)
	47.4%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	ADVENT INTERNATIONAL GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			285,753,649
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			285,753,649
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	285,753,649
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)
	47.4%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

Explanatory Statement

 

This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 9, 2021, as amended from time to time (the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.

 

 

Item 2 of the Schedule 13D is hereby amended and restated as follows:

 

This Statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):

 

 

 

 

 

 

 

 

 

 

Cypress Investor is beneficially owned by Advent International GPE VIII Limited Partnership (“Advent International VIII”), Advent International GPE VIII-A Limited Partnership (“Advent International VIII-A”), Advent International GPE VIII-B-1 Limited Partnership (“Advent International VIII-B-1”), Advent International GPE VIII-B-2 Limited Partnership (“Advent International VIII-B-2”), Advent International GPE VIII-B-3 Limited Partnership (“Advent International VIII-B-3”), Advent International GPE VIII-B Limited Partnership (“Advent International VIII-B”), Advent International GPE VIII-D Limited Partnership (“Advent International VIII-D”), Advent International GPE VIII-E Limited Partnership (“Advent International VIII-E”), Advent International GPE VIII-F Limited Partnership (“Advent International VIII-F”), Advent International GPE VIII-G Limited Partnership (“Advent International VIII-G”), Advent International GPE VIII-H Limited Partnership (“Advent International VIII-H”), Advent International GPE VIII-I Limited Partnership (“Advent International VIII-I”), Advent International GPE VIII-J Limited Partnership (“Advent International VIII-J” and together with Advent International VIII, Advent International VIII-B-1, Advent International VIII-B-2, Advent International VIII-B-3, Advent International VIII-B, Advent International VIII-D, Advent International VIII-F, Advent International VIII-H and Advent International VIII-I, the “Advent Luxembourg Funds”), Advent International GPE VIII-K Limited Partnership (“Advent International VIII-K”), Advent International GPE VIII-L Limited Partnership (“Advent International VIII-L” and together with Advent International VIII-A, Advent International VIII-E, Advent International VIII-G and Advent International VIII-K, the “Advent Cayman Funds”), Advent Partners GPE VIII Limited Partnership (“Advent Partners VIII”), Advent Partners GPE VIII-A Limited Partnership (“Advent Partners VIII-A”), Advent Partners GPE VIII Cayman Limited Partnership (“Advent Partners VIII Cayman”), Advent Partners GPE VIII-A Cayman Limited Partnership (“Advent Partners VIII-A Cayman”) and Advent Partners GPE VIII-B Cayman Limited Partnership (“Advent Partners VIII-B Cayman” and together with Advent Partners VIII, Advent Partners VIII-A, Advent Partners VIII Cayman and Advent Partners VIII-A Cayman, the “Advent Partners Funds”).

Advent is the manager of Advent VIII GP, which in turn is the general partner of each of Advent GP Cayman and AP GPE VIII GP Limited Partnership (“Advent Partners GP”). Advent VIII GP is also the manager of Advent GP Luxembourg, which is the general partner of each of the Advent Luxembourg Funds and Advent International VIII-C. Advent Partners GP is the general partner of each of the Advent Partners Funds. Advent GP Cayman is the general partner of each of the Advent Cayman Funds and GPE VIII CCC Co-Investment.

 

Cypress GP is the general partner of Cypress Investor. Advent is the managing member of Cypress GP. Advent GP LLC is the general partner of Advent. Advent Global Opportunities GP LP (“AGO GP LP”) is the general partner of AGO Master Fund. AGO GP LLC is the general partner of AGO GP LP. AGO Manager acts as investment manager to AGO Master Fund. Advent is the sole member of both AGO GP LLC and AGO Manager. Investors in the AGO Master Fund invest in one or more of the following feeder funds: Advent Global Opportunities Fund LP, Advent Global Opportunities Limited Partnership, Advent Global Opportunities Fund Ltd. and Advent Global Opportunities Ltd. (collectively, the “AGO Feeder Funds”), which are the limited partners of the AGO Master Fund. The various AGO entities referenced in this Item 2 were previously branded as Sunley House.

 

The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.

 

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or 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. A joint filing agreement among the Reporting Persons is attached as Exhibit 99.1 to this Statement and incorporated herein by reference.

 

Item 4 of the Schedule 13D is hereby amended to include the following:

 

On November 13, 2023, Cypress Investor, GPE VIII CCC Co-Investment, Advent International VIII-C and AGO Master Fund (collectively, the “Advent Funds”) sold 50,888,780 shares, 1,609,497 shares, 16,876,723 shares and 500,000 shares of Common Stock, respectively, for $10.10625 per share, net of underwriting discounts and commissions (the “November 2023 Offering”), pursuant to that certain Underwriting Agreement by and among the Advent Funds, the Issuer and the underwriters (the “November 2023 Underwriting Agreement”), including pursuant to the underwriters’ exercise of their over-allotment option. In connection with the November 2023 Offering, the Advent Funds entered into customary “lock-up” agreements with the underwriters, dated November 8, 2023 (the “November 2023 Lock-up Agreements”), pursuant to which the Advent Funds generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 45 days after the date of the final prospectus relating to the November 2023 Offering without prior written consent from the underwriters.

 

The foregoing descriptions of the November 2023 Underwriting Agreement and the November 2023 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the November 2023 Underwriting Agreement, a copy of which is attached as Exhibit 99.2, and a form of the November 2023 Lock-up Agreement attached as Exhibit A to the November 2023 Underwriting Agreement, both of which are incorporated by reference herein.

 

Item 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

 

The information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.

 

(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of November 13, 2023, the Reporting Persons beneficially owned in the aggregate 285,753,649 shares of Common Stock, which represents approximately 47.4% of the outstanding shares (based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023, the “Outstanding Shares”). The shares beneficially owned by the Reporting Persons were directly held as follows: 209,609,459 shares held directly by Cypress Investor, 6,629,447 shares directly held by Advent International VIII-C, 69,514,743 shares held directly by GPE VIII CCC Co-Investment and 0 shares held directly by AGO Master Fund. Cypress GP, as general partner of Cypress Investor, may be deemed to beneficially own the 209,609,459 shares held directly by Cypress Investor. Advent GP Luxembourg, as general partner of Advent International VIII-C, may be deemed to beneficially own the 6,629,447 shares held directly by Advent International VIII-C. Advent GP Cayman, as general partner of GPE VIII CCC Co-Investment, may be deemed to beneficially own the 69,514,743 shares held directly by GPE VIII CCC Co-Investment. Advent VIII GP, as manager of Advent GP Luxembourg and general partner of Advent GP Cayman, may be deemed to beneficially own the 76,144,190 shares held directly by Advent International VIII-C and GPE VIII CCC Co-Investment.  Advent GP LLC, as general partner of Advent, and Advent, as manager of Advent VIII GP and managing member of Cypress GP, may each be deemed to beneficially own the 285,753,649 shares held directly by Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment.  The Advent Luxembourg Funds, the Advent Cayman Funds and the Advent Partners Funds have ownership interests in Cypress Investor, but none of the Advent Luxembourg Funds, the Advent Cayman Funds or the Advent Partners Funds has voting or dispositive power over any shares.  The foregoing excludes the contingent right of Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment to receive an aggregate of up to 9,919,012 Earnout Shares (as defined and described in Item 6 of this Statement).

 

In connection with the November 2023 Offering, AGO Master Fund, AGO GP LP, as general partner of AGO Master Fund, AGO GP LLC, as general partner of AGO GP LP, and AGO Manager, as investment manager to AGO Master Fund, no longer may be deemed to beneficially own any shares of Common Stock of the Issuer.

 

As a result of the Transaction Agreements (as previously defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements.

 

(c) Except pursuant to the November 2023 Offering, none of the Reporting Persons effected transactions in Common Stock during the past 60 days.

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: November 15, 2023