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)*
Axalta Coating Systems Ltd.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G0750C108
(CUSIP Number)
December 31, 2016
(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 person’s 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0750C108 | Schedule 13G | Page 11 of 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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
0 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 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% | |||||
| 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 Issuer’s 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 c/o Walkers, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands. The address for CEP III is c/o The Carlyle Group, 2, avenue Charles de Gaulle,
| CUSIP No. G0750C108
|
Schedule 13G | Page 21 of 28 |
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.
| (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.
| ITEM 4. | Ownership. |
| (a) Amount beneficially owned: |
This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of December 31, 2016, the Reporting Persons do not beneficially own any Common Shares.
| (b) Percent of Class: |
See Item 4(a) hereof.
| (c) Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| CUSIP No. G0750C108 | Schedule 13G | Page 22 of 28 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| 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 23 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, 2017
| CARLYLE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Daniel D’Aniello | |
| Name: | Daniel D’Aniello | |
| Title: | Chairman |
| THE CARLYLE GROUP L.P. | ||
| By: Carlyle Group Management L.L.C., its general partner | ||
| By: | /s/ Daniel D’Aniello | |
| Name: | Daniel D’Aniello | |
| 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 D’Aniello | |
| Name: | Daniel D’Aniello | |
| Title: | Chairman |
| CARLYLE HOLDINGS II L.P. | ||
| By: | /s/ Daniel D’Aniello | |
| Name: | Daniel D’Aniello | |
| Title: | Chairman |
| CUSIP No. G0750C108 | Schedule 13G | Page 24 of 28 |
| TC GROUP CAYMAN INVESTMENT | ||
| HOLDINGS, L.P. | ||
| By: Carlyle Holdings II L.P., its general partner | ||
| By: | /s/ Daniel D’Aniello | |
| Name: Daniel D’Aniello | ||
| Title: Chairman | ||
| 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 D’Aniello | |
| Name: Daniel D’Aniello | ||
| Title: Chairman | ||
| CP V GENERAL PARTNER, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| TC GROUP V CAYMAN, L.P. | ||
| By: CP V General Partner, L.L.C., its general | ||
| partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| CUSIP No. G0750C108 | Schedule 13G | Page 25 of 28 |
| 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/ Jeremy W. Anderson | |
| Name: |
Jeremy W. Anderson | |
| Title: |
Authorized Signatory | |
| 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/ Jeremy W. Anderson | |
| Name: |
Jeremy W. Anderson | |
| Title: |
Authorized Signatory | |
| 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/ Jeremy W. Anderson | |
| Name: |
Jeremy W. Anderson | |
| Title: |
Authorized Signatory |
| 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/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| 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/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| 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/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| 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/ Jeremy W. Anderson | |
| Name: Jeremy W. Anderson | ||
| Title: Authorized Signatory | ||
| CUSIP No. G0750C108 | Schedule 13G | Page 27 of 28 |
| CEP III MANAGING GP HOLDINGS, LTD. | ||
| By: | /s/ David Pearson | |
| Name: David Pearson | ||
| Title: Manager | ||
| CEP III MANAGING GP, L.P. | ||
| By: David S. Pearson, for and on behalf of CEP | ||
| III Managing GP Holdings, Ltd. as general | ||
| partner of CEP III Managing GP, L.P. | ||
| By: | /s/ David Pearson | |
| Name: David Pearson | ||
| CARLYLE EUROPE PARTNERS III, L.P. | ||
| By: David S. Pearson, for and on behalf of CEP | ||
| III Managing GP Holdings, Ltd. as general | ||
| partner of CEP III Managing GP, L.P., as GP of | ||
| Carlyle Europe Partners III, L.P. | ||
| By: | /s/ David Pearson | |
| Name: David Pearson | ||
| CEP III PARTICIPATIONS S.À R.L. | ||
| SICAR | ||
| Represented by Andrew Howlett-Bolton, as | ||
| Manager and authorized representative of CEP | ||
| III Managing GP Holdings, Ltd., Manager | ||
| By: | /s/ Andrew Howlett-Bolton | |
| Name: Andrew Howlett-Bolton | ||
| CUSIP No. G0750C108 | Schedule 13G | Page 28 of 28 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2015). | |