SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 12, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AXALTA COATING SYSTEMS LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0750C108
(CUSIP Number)
December 31, 2015
(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)
x 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. G0750C108 | Schedule 13G | Page 1 of 28 |
1 | NAMES OF REPORTING PERSONS
The Carlyle Group L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
||||
6 | SHARED VOTING POWER
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 2 of 28 |
1 |
NAMES OF REPORTING PERSONS
Carlyle Group Management L.L.C. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
||||
6 | SHARED VOTING POWER
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. G0750C108 | Schedule 13G | Page 3 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 | CITIZEN OR PLACE OF ORGANIZATION
Delaware |
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
||||
6 | SHARED VOTING POWER
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. G0750C108 | Schedule 13G | Page 4 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Holdings II L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Québec |
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
||||
6 | SHARED VOTING POWER
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Québec société en commandit) |
CUSIP No. G0750C108 | Schedule 13G | Page 5 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 | CITIZEN 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
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 6 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 | CITIZEN 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
69,811,996 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
69,811,996 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,811,996 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
29.4% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 7 of 28 |
1 | NAMES OF REPORTING PERSONS
CP V General Partner, L.L.C. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
53,560,977 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
53,560,977 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,560,977 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.5% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Cayman Islands Exempt Company) |
CUSIP No. G0750C108 | Schedule 13G | Page 8 of 28 |
1 | NAMES OF REPORTING PERSONS
TC Group V Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
53,560,977 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
53,560,977 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,560,977 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
22.5% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 9 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Partners V SA1 Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
14,855,707 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
14,855,707 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,855,707 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 10 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Partners V SA2 Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
13,393,550 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
13,393,550 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,393,550 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 11of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Partners V SA3 Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
13,745,430 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
13,745,430 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,745,430 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 12 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Partners V-A Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
861,169 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
861,169 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
861,169 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 13 of 28 |
1 | NAMES OF REPORTING PERSONS
CP V Coinvestment A Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
1,631,615 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
1,631,615 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,631,615 |
|||||
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. G0750C108 | Schedule 13G | Page 14 of 28 |
1 | NAMES OF REPORTING PERSONS
CP V Coinvestment B Cayman, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
195,881 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
195,881 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,881 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 15 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Coatings Partners, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
8,877,625 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
8,877,625 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,877,625 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 16 of 28 |
1 | NAMES OF REPORTING PERSONS
CEP III Managing GP Holdings, Ltd. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
16,251,019 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
16,251,019 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,251,019 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Cayman Islands Exempt Company) |
CUSIP No. G0750C108 | Schedule 13G | Page 17 of 28 |
1 | NAMES OF REPORTING PERSONS
CEP III Managing GP, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
16,251,019 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
16,251,019 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,251,019 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 18 of 28 |
1 | NAMES OF REPORTING PERSONS
Carlyle Europe Partners III, L.P. |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN 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
16,251,019 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
16,251,019 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,251,019 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% |
|||||
12 | TYPE OF REPORTING PERSON
PN |
CUSIP No. G0750C108 | Schedule 13G | Page 19 of 28 |
1 | NAMES OF REPORTING PERSONS
CEP III Participations S.à r.l. SICAR |
|||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) ¨ |
|||||
3 | SEC USE ONLY
|
|||||
4 | CITIZEN OR PLACE OF ORGANIZATION
Luxembourg |
|||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 |
||||
6 | SHARED VOTING POWER
16,251,019 |
|||||
7 | SOLE DISPOSITIVE POWER
0 |
|||||
8 | SHARED DISPOSITIVE POWER
16,251,019 |
|||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,251,019 |
|||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable |
|||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8% |
|||||
12 | TYPE OF REPORTING PERSON
OO (Luxembourg Limited Liability Company) |
CUSIP No. G0750C108 | Schedule 13G | Page 20 of 28 |
ITEM 1. | (a) Name of Issuer: |
Axalta Coating Systems Ltd. (the Issuer)
(b) Address of Issuers Principal Executive Offices:
Two Commerce Square,
2001 Market Street,
Suite 3600,
Philadelphia, Pennsylvania 19103
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:
Carlyle Group Management L.L.C.
The Carlyle Group L.P.
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.P.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
CP V General Partner, L.L.C.
TC Group V Cayman, L.P.
Carlyle Partners V SA1 Cayman, L.P. (CPV SA1)
Carlyle Partners V SA2 Cayman, L.P. (CPV SA2)
Carlyle Partners V SA3 Cayman, L.P. (CPV SA3)
Carlyle Partners V-A Cayman, L.P. (CPV-A)
CP V Coinvestment A Cayman, L.P. (CPV Coinvest A)
CP V Coinvestment B Cayman, L.P. (CPV Coinvest B)
Carlyle Coatings Partners, L.P. (CCP, and together with CPV SA1, CPV SA2, CPV SA3, CPV-A, CPV Coinvest A and CPV Coinvest B, the Carlyle Cayman Shareholders)
CEP III Managing GP Holdings, Ltd.
CEP III Managing GP, L.P.
Carlyle Europe Partners III, L.P.
CEP III Participations S.à r.l. SICAR (CEP III)
(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 V Cayman, L.P. and the Carlyle Cayman Shareholders is c/o Intertrust Corporate Services, 190 Elgin Avenue, George Town, Grand Cayman, E9 KY1-9005, Cayman Islands. The address for CEP III is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L -1653 Luxembourg, Luxembourg. The address of each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.
CUSIP No. G0750C108 | Schedule 13G | Page 21 of 28 |
(c) Citizenship of each Reporting Person is:
Carlyle Group Management L.L.C., The Carlyle Group L.P. and Carlyle Holdings II GP L.L.C. are organized in the state of Delaware. Carlyle Holdings II L.P. is a Québec société en commandit. CEP III Managing GP, L.P. and Carlyle Europe Partners III, L.P. are organized under the laws of the United Kingdom. CEP III Participations S.à r.l. SICAR is organized under the laws of Luxembourg. Each of the other Reporting Persons is organized under the laws of the Cayman Islands.
(d) Title of Class of Securities:
Common shares, $1.00 par value per share (Common Shares).
(e) CUSIP Number:
G0750C108
ITEM 3. |
Not applicable.
CUSIP No. G0750C108 | Schedule 13G | Page 22 of 28 |
ITEM 4. | Ownership |
Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Shares of the Issuer as of December 31, 2015, based upon 237,844,503 Common Shares outstanding as of October 27, 2015.
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: |
||||||||||||||||||
Carlyle Group Management L.L.C. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
The Carlyle Group L.P. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
Carlyle Holdings II GP L.L.C. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
Carlyle Holdings II L.P. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
TC Group Cayman Investment Holdings, L.P. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
TC Group Cayman Investment Holdings Sub L.P. |
69,811,996 | 29.4 | % | 0 | 69,811,996 | 0 | 69,811,996 | |||||||||||||||||
CP V General Partner, L.L.C. |
53,560,977 | 22.5 | % | 0 | 53,560,977 | 0 | 53,560,977 | |||||||||||||||||
TC Group V Cayman, L.P. |
53,560,977 | 22.5 | % | 0 | 53,560,977 | 0 | 53,560,977 | |||||||||||||||||
Carlyle Partners V SA1 Cayman, L.P. |
14,855,707 | 6.2 | % | 0 | 14,855,707 | 0 | 14,855,707 | |||||||||||||||||
Carlyle Partners V SA2 Cayman, L.P. |
13,393,550 | 5.6 | % | 0 | 13,393,550 | 0 | 13,393,550 | |||||||||||||||||
Carlyle Partners V SA3 Cayman, L.P. |
13,745,430 | 5.8 | % | 0 | 13,745,430 | 0 | 13,745,430 | |||||||||||||||||
Carlyle Partners V-A Cayman, L.P. |
861,169 | 0.4 | % | 0 | 861,169 | 0 | 861,169 | |||||||||||||||||
CP V Coinvestment A Cayman, L.P. |
1,631,615 | 0.7 | % | 0 | 1,631,615 | 0 | 1,631,615 | |||||||||||||||||
CP V Coinvestment B Cayman, L.P. |
195,881 | 0.1 | % | 0 | 195,881 | 0 | 195,881 | |||||||||||||||||
Carlyle Coatings Partners, L.P. |
8,877,625 | 3.7 | % | 0 | 8,877,625 | 0 | 8,877,625 | |||||||||||||||||
CEP III Managing GP Holdings, Ltd. |
16,251,019 | 6.8 | % | 0 | 16,251,019 | 0 | 16,251,019 | |||||||||||||||||
CEP III Managing GP, L.P. |
16,251,019 | 6.8 | % | 0 | 16,251,019 | 0 | 16,251,019 | |||||||||||||||||
Carlyle Europe Partners III, L.P. |
16,251,019 | 6.8 | % | 0 | 16,251,019 | 0 | 16,251,019 | |||||||||||||||||
CEP III Participations S.à r.l. SICAR |
16,251,019 | 6.8 | % | 0 | 16,251,019 | 0 | 16,251,019 |
CPV SA1, CPV SA2 and CPV SA3 are the record holders of 14,855,707, 13,393,550 and 13,745,430 Common Shares, respectively. CPV-A, CPV Coinvest A, CPV Coinvest B and CCP are the record holders of 861,169, 1,631,615, 195,881 and 8,877,625 Common Shares, respectively. CEP III is the record holder of 16,251,019 Common Shares.
Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., 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 CP V General Partner, L.L.C. and the sole shareholder of CEP III Managing GP Holdings, Ltd. CP V General Partner, L.L.C. is the general partner of TC Group V Cayman, L.P., which is the general partner of each of the Carlyle Cayman Shareholders. CEP III Managing GP Holdings, Ltd. is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III.
CUSIP No. G0750C108 | Schedule 13G | Page 23 of 28 |
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. G0750C108 | Schedule 13G | Page 24 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 12, 2016
CARLYLE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
THE CARLYLE GROUP L.P. | ||
By: Carlyle Group Management L.L.C., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
CARLYLE HOLDINGS II GP L.L.C. | ||
By: The Carlyle Group L.P., its managing member | ||
By: Carlyle Group Management L.L.C., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
CARLYLE HOLDINGS II L.P. | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman |
CUSIP No. G0750C108 | Schedule 13G | Page 25 of 28 |
TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. | ||
By: TC Group Cayman Investment Holdings, L.P., its general partner | ||
By: Carlyle Holdings II L.P., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
CP V GENERAL PARTNER, L.L.C. | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello |
|
Title: | Authorized Person | |
TC GROUP V CAYMAN, L.P. | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello |
|
Title: | Authorized Person | |
CARLYLE PARTNERS V SA1 CAYMAN, L.P. | ||
By: TC Group V Cayman, L.P., its general partner | ||
By: CP V General Partner, L.L.C., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello |
|
Title: | Authorized Person | |
CARLYLE PARTNERS V SA2 CAYMAN, L.P. | ||
By: TC Group V Cayman, L.P., its general partner | ||
By: CP V General Partner, L.L.C., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello |
|
Title: | Authorized Person | |
CARLYLE PARTNERS V SA3 CAYMAN, L.P. | ||
By: TC Group V Cayman, L.P., its general partner | ||
By: CP V General Partner, L.L.C., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello |
|
Title: | Authorized Person |
CUSIP No. G0750C108 | Schedule 13G | Page 26 of 28 |
CARLYLE PARTNERS V-A CAYMAN, L.P. |
||
By: TC Group V Cayman, L.P., its general partner |
||
By: CP V General Partner, L.L.C., its general partner |
||
By: |
/s/ Daniel DAniello |
|
Name: |
Daniel DAniello |
|
Title: |
Authorized Person |
|
CP V COINVESTMENT-A CAYMAN, L.P. |
||
By: TC Group V Cayman, L.P., its general partner |
||
By: CP V General Partner, L.L.C., its general partner |
||
By: |
/s/ Daniel DAniello |
|
Name: |
Daniel DAniello |
|
Title: |
Authorized Person |
|
CP V COINVESTMENT-B CAYMAN, L.P. |
||
By: TC Group V Cayman, L.P., its general partner |
||
By: CP V General Partner, L.L.C., its general partner |
||
By: |
/s/ Daniel DAniello |
|
Name: |
Daniel DAniello |
|
Title: |
Authorized Person |
|
CARLYLE COATING PARTNERS, L.P. |
||
By: TC Group V Cayman, L.P., its general partner |
||
By: CP V General Partner, L.L.C., its general partner |
||
By: |
/s/ Daniel DAniello |
|
Name: |
Daniel DAniello |
|
Title: |
Authorized Person |
|
CEP III MANAGING GP HOLDINGS, LTD. |
||
By: TCG Holdings Cayman II, L.P., its general partner |
||
By: DBD Cayman Ltd., its general partner |
||
By: Carlyle Offshore Partners II Ltd., its general partner |
||
By: |
/s/ Daniel DAniello |
|
Name: |
Daniel DAniello |
|
Title: |
Chairman |
CUSIP No. G0750C108 | Schedule 13G | Page 27 of 28 |
CEP III MANAGING GP, L.P. | ||
By: CEP III Managing GP Holdings, Ltd., its general partner | ||
By: TCG Holdings Cayman II, L.P., its general partner | ||
By: DBD Cayman Ltd., its general partner | ||
By: Carlyle Offshore Partners II Ltd., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
CARLYLE EUROPE PARTNERS III, L.P. | ||
By: CEP III Managing GP, L.P., its general partner | ||
By: CEP III Managing GP Holdings, Ltd., its general partner | ||
By: TCG Holdings Cayman II, L.P., its general partner | ||
By: DBD Cayman Ltd., its general partner | ||
By: Carlyle Offshore Partners II Ltd., its general partner | ||
By: | /s/ Daniel DAniello |
|
Name: | Daniel DAniello | |
Title: | Chairman | |
CEP III PARTICIPATIONS S.À R.L. SICAR | ||
By: | /s/ David B. Pearson |
|
Name: | David B. Pearson |
|
Title: | Manager |
CUSIP No. G0750C108 | Schedule 13G | Page 28 of 28 |
LIST OF EXHIBITS
Exhibit No. |
Description |
|
24 | Power of Attorney (incorporated by reference to Exhibit 24 to the Schedule 13G filed by the Reporting Persons on February 12, 2015). | |
99 | Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2015). |