United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Seaspan Corporation
(Name of Issuer)
Series D Preferred Shares, par value $0.01
(Title of Class of Securities)
Y75638109
(CUSIP Number)
Jeffrey Ferguson
The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, D.C. 20004
(202) 729-5626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 13, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | 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 disclosures provided in a prior cover page. |
The information required on 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. Y75638109 | 13D | Page 1 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
1,869,200 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,869,200 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,869,200 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
26.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 2 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
1,869,200 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,869,200 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,869,200 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
26.6% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 3 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
74,079 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
74,079 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,079 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 4 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Québec | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
74,079 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
74,079 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,079 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
14 | Type of Reporting Person
PN (Québec société en commandite) |
CUSIP No. Y75638109 | 13D | Page 5 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
74,079 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
74,079 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,079 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 6 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
74,079 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
74,079 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,079 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 7 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
56,656 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
56,656 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,656 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.8% | |||||
14 | Type of Reporting Person
OO (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 8 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
56,656 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
56,656 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,656 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.8% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 9 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
47,028 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
47,028 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
47,028 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.7% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 10 of 38 pages |
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 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
9,628 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
9,628 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,628 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 11 of 38 pages |
1 | Names of Reporting Persons
CAP III, L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
17,423 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
17,423 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,423 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 12 of 38 pages |
1 | Names of Reporting Persons
CAP III General Partner, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
17,423 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
17,423 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,423 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 13 of 38 pages |
1 | Names of Reporting Persons
CAP III Co-Investment, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
17,423 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
17,423 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,423 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 14 of 38 pages |
1 | Names of Reporting Persons
Carlyle Holdings III GP Management L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 15 of 38 pages |
1 | Names of Reporting Persons
Carlyle Holdings III GP 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Quebec | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
OO (Quebec société en command) |
CUSIP No. Y75638109 | 13D | Page 16 of 38 pages |
1 | Names of Reporting Persons
Carlyle Holdings III GP Sub L.L.C. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 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
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 17 of 38 pages |
1 | Names of Reporting Persons
Carlyle Holdings III 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Quebec | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
OO (Quebec société en command) |
CUSIP No. Y75638109 | 13D | Page 18 of 38 pages |
1 | Names of Reporting Persons
TC Group Cayman 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 19 of 38 pages |
1 | Names of Reporting Persons
TC Group Cayman Sub, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,795,121 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,795,121 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,795,121 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
25.6% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 20 of 38 pages |
1 | Names of Reporting Persons
CP V S3 GP, Ltd. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,363,936 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,363,936 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,936 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
19.4% | |||||
14 | Type of Reporting Person
OO (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 21 of 38 pages |
1 | Names of Reporting Persons
TC Group V Cayman S3, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,363,936 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,363,936 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,936 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
19.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 22 of 38 pages |
1 | Names of Reporting Persons
Carlyle Partners V Cayman TE, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
1,363,936 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
1,363,936 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,363,936 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
19.4% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 23 of 38 pages |
1 | Names of Reporting Persons
CAP III S3 Ltd. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Source of Funds (See Instructions)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
431,185 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
431,185 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
431,185 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
6.1% | |||||
14 | Type of Reporting Person
OO (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 24 of 38 pages |
1 | Names of Reporting Persons
CAP III General Partner S3, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
431,185 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
431,185 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
431,185 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
6.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 25 of 38 pages |
1 | Names of Reporting Persons
CAP III Maritime AIV, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
356,417 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
356,417 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
356,417 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
5.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 26 of 38 pages |
1 | Names of Reporting Persons
Carlyle-Eight Finance Asia Co-Investment Partners, 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)
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
6 | Citizenship or Place of Organization
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
8 | Shared Voting Power
74,768 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
74,768 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,768 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
13 | Percent of Class Represented by Amount in Row (11)
1.1% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 27 of 38 pages |
Item 1. | Security and Issuer. |
This statement on Schedule 13D (the Schedule 13D) relates to the Series D Preferred Shares, par value $0.01 per share (the Series D Preferred Shares), of Seaspan Corporation, a corporation organized under the laws of the Republic of the Marshall Islands (the Issuer) whose principal executive offices are located at Unit 2, 2nd Floor, Bupa Centre, 141 Connaught Road West, Hong Kong, China.
Item 2. | Identity and Background. |
The Schedule 13D is being filed by the following persons (each a Reporting Person and, collectively, the Reporting Persons):
1) | Carlyle Group Management L.L.C., |
2) | The Carlyle Group L.P., |
3) | Carlyle Holdings II GP L.L.C., |
4) | Carlyle Holdings II L.P., |
5) | TC Group Cayman Investment Holdings, L.P., |
6) | TC Group Cayman Investment Holdings Sub L.P., |
7) | CP V General Partner, L.L.C., |
8) | TC Group V Cayman, L.P., |
9) | CP V Coinvestment A Cayman, L.P., |
10) | CP V Coinvestment B Cayman, L.P., |
11) | CAP III, L.L.C., |
12) | CAP III General Partner, L.P., |
13) | CAP III Co-Investment, L.P., |
14) | Carlyle Holdings III GP Management L.L.C., |
15) | Carlyle Holdings III GP L.P., |
16) | Carlyle Holdings III GP Sub L.L.C., |
17) | Carlyle Holdings III L.P., |
18) | TC Group Cayman L.P., |
19) | TC Group Cayman Sub, L.P., |
20) | CP V S3 GP, Ltd., |
21) | TC Group V Cayman S3, L.P., |
22) | Carlyle Partners V Cayman TE, L.P., |
23) | CAP III S3 Ltd., |
24) | CAP III General Partner S3, L.P., |
25) | CAP III Maritime AIV, L.P., and |
26) | Carlyle-Eight Finance Asia Co-Investment Partners, L.P. |
Each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., CAP III, L.L.C., Carlyle Holdings III GP Management L.L.C., and Carlyle Holdings III GP Sub L.L.C. is organized in the state of Delaware. Each of 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., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CAP III General Partner, L.P., CAP III Co-Investment, L.P., TC Group Cayman L.P., TC Group Cayman Sub, L.P., CP V S3 GP, Ltd., TC Group V Cayman S3, L.P., Carlyle
CUSIP No. Y75638109 | 13D | Page 28 of 38 pages |
Partners V Cayman TE, L.P., CAP III S3 Ltd., CAP III General Partner S3, L.P., CAP III Maritime AIV, L.P., and Carlyle-Eight Finance Asia Co-Investment Partners, L.P. (together, the Carlyle Cayman Entities) is organized under the laws of the Cayman Islands. Each of Carlyle Holdings II L.P., Carlyle Holdings III GP L.P., and Carlyle Holdings III L.P. is a Québec société en commandite.
The address of the principal business and principal office of each of the Carlyle Cayman Entities is c/o Walkers, Cayman Corporate Center, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
The address of the principal business and principal office of each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.
The Reporting Persons are principally engaged in the business of investments in securities.
The directors of Carlyle Group Management L.L.C. are William E. Conway, Jr., Daniel A. DAniello, David M. Rubenstein, Kewsong Lee, Glenn A. Youngkin, Lawton W. Fitt, James H. Hance, Jr., Janet Hill, Dr. Thomas S. Robertson, William J. Shaw, Anthony Welters, and Peter J. Clare (collectively, the Directors).
The executive officers of Carlyle Group Management L.L.C. and The Carlyle Group L.P. are William E. Conway, Jr., Co-Executive Chairman and Co-Chief Investment Officer, Daniel A. DAniello, Chairman Emeritus, David M. Rubenstein, Co-Chief Executive Officer, Kewsong Lee, Co-Chief Executive Officer, Glenn A. Youngkin, Co-Chief Executive Officer, Glenn A. Youngkin, President and Chief Operating Officer, Curtis L. Buser, Chief Financial Officer, Peter J. Clare, Co-Chief Investment Officer, and Jeffrey W. Ferguson, General Counsel (collectively, the Executive Officers, and, together with the Directors, the Related Persons). Each of the Related Persons is a citizen of the United States. The business address of each of the Related Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.
The present principal occupation of each of the Directors is as follows: William E. Conway, Jr. is a founder and Co-Chief Executive Chairman and Co-Chief Investment Officer of Carlyle Group Management L.L.C.; Daniel A. DAniello is a founder and Chairman Emeritus of Carlyle Group Management L.L.C.; David M. Rubenstein is a founder and Co-Executive Chairman of Carlyle Group Management L.L.C.; Kewsong Lee is Co-Chief Executive Officer of Carlyle Group Management L.L.C.; Glenn A. Youngkin is Co-Chief Executive Officer of Carlyle Group Management L.L.C.; Lawton W. Fitt is an independent investment banking professional; James H. Hance, Jr. is an Operating Executive of The Carlyle Group L.P.; Janet Hill is a Principal at Hill Family Advisors; Dr. Thomas S. Robertson is the Joshua J. Harris Professor of Marketing at the Wharton School of the University of Pennsylvania; William J. Shaw was the Vice Chairman of Marriott International, Inc. until his retirement in March 2011; Anthony Welters is Executive Chairman of the Black Ivy Group, LLC; and Peter J. Clare is the Co-Chief Investment Officer of Carlyle Group Management L.L.C.
CUSIP No. Y75638109 | 13D | Page 29 of 38 pages |
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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.
Item 3. | Source and Amount of Funds or Other Consideration. |
On March 13, 2018 (the Closing Date), the Reporting Persons acquired cash consideration and 1,869,200 Series D Preferred Shares from the Issuer (the Registrable Shares) in exchange for the Reporting Persons equity interests in Great China Intermodal Investments LLC (GCI).
Item 4. | Purpose of Transaction. |
Registration Rights Agreement
On the Closing Date, the Issuer entered into a Registration Rights Agreement (the Registration Rights Agreement) with certain of the Reporting Persons and the other parties thereto, pursuant to which the Issuer agreed to prepare and file with the Securities and Exchange Commission (the SEC) a registration statement on Form F-3 with respect to the Registrable Shares within thirty (30) business days of the Closing Date. The Reporting Persons who are party to the Registration Rights Agreement have the right to request that the Issuer make up to four (4) shelf takedowns of Registrable Shares included in a shelf registration. Under the Registration Rights Agreement, if the Issuer is not eligible to file a registration statement on Form F-3, then GCI (and its transferees) representing a majority of the Registrable Shares then held by it have the right to make no more than two (2) demands for registrations of the Registrable Shares to be filed on Form F-1. Pursuant to the Registration Rights Agreement, the Issuer filed a registration statement on Form F-3 with the SEC on April 13, 2018.
Put Right Agreement
Also on the Closing Date, the Issuer entered into a Put Right Agreement (the Put Right Agreement) with certain of the Reporting Persons and the other parties thereto, pursuant to which the Issuer has given the Reporting Persons who are party to the Put Right Agreement the option to have the Issuer repurchase its Series D Preferred Shares at $24.84 per share (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares, thereafter) during the 30-day period beginning on September 13, 2019.
The foregoing descriptions of the Registration Rights Agreement and the Put Right Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Schedule 13D, and incorporated herein by reference.
CUSIP No. Y75638109 | 13D | Page 30 of 38 pages |
General
The Reporting Persons acquired the Series D Preferred Shares for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuers business, financial condition, operations and prospects; price levels of the Issuers securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the board of directors, and shareholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Series D Preferred Shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuers business or corporate structure, including changes in management or the composition of the board of directors.
Item 5. | Interest in Securities of the Issuer. |
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of Series D Preferred Shares and percentage of Series D Preferred Shares beneficially owned by each of the Reporting Persons, as well as the number of Series D Preferred Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 7,017,313 shares of Series D Preferred Shares outstanding as of March 31, 2018.
CUSIP No. Y75638109 | 13D | Page 31 of 38 pages |
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 power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
Carlyle Group Management L.L.C. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
The Carlyle Group L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
Carlyle Holdings II GP L.L.C. |
74,079 | 1.1 | % | 0 | 74,079 | 0 | 74,079 | |||||||||||||||||
Carlyle Holdings II L.P. |
74,079 | 1.1 | % | 0 | 74,079 | 0 | 74,079 | |||||||||||||||||
TC Group Cayman Investment Holdings, L.P. |
74,079 | 1.1 | % | 0 | 74,079 | 0 | 74,079 | |||||||||||||||||
TC Group Cayman Investment Holdings Sub L.P. |
74,079 | 1.1 | % | 0 | 74,079 | 0 | 74,079 | |||||||||||||||||
CP V General Partner, L.L.C. |
56,656 | 0.8 | % | 0 | 56,656 | 0 | 56,656 | |||||||||||||||||
TC Group V Cayman, L.P. |
56,656 | 0.8 | % | 0 | 56,656 | 0 | 56,656 | |||||||||||||||||
CP V Coinvestment A Cayman, L.P. |
47,028 | 0.7 | % | 0 | 47,028 | 0 | 47,028 | |||||||||||||||||
CP V Coinvestment B Cayman, L.P. |
9,628 | 0.1 | % | 9,628 | 9,628 | |||||||||||||||||||
CAP III, L.L.C. |
17,423 | 0.2 | % | 0 | 17,423 | 0 | 17,423 | |||||||||||||||||
CAP III General Partner, L.P. |
17,423 | 0.2 | % | 17,423 | 17,423 | |||||||||||||||||||
CAP III Co-Investment, L.P. |
17,423 | 0.2 | % | 0 | 17,423 | 0 | 17,423 | |||||||||||||||||
Carlyle Holdings III GP Management L.L.C. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
Carlyle Holdings III GP L.P. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
Carlyle Holdings III GP Sub L.L.C. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
Carlyle Holdings III L.P. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
TC Group Cayman L.P. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
TC Group Cayman Sub, L.P. |
1,795,121 | 25.6 | % | 0 | 1,795,121 | 0 | 1,795,121 | |||||||||||||||||
CP V S3 GP, Ltd. |
1,363,936 | 19.4 | % | 0 | 1,363,936 | 0 | 1,363,936 | |||||||||||||||||
TC Group V Cayman S3, L.P. |
1,363,936 | 19.4 | % | 0 | 1,363,936 | 0 | 1,363,936 | |||||||||||||||||
Carlyle Partners V Cayman TE, L.P. |
1,363,936 | 19.4 | % | 0 | 1,363,936 | 0 | 1,363,936 | |||||||||||||||||
CAP III S3 Ltd. |
431,185 | 6.1 | % | 0 | 431,185 | 0 | 431,185 | |||||||||||||||||
CAP III General Partner S3, L.P. |
431,185 | 6.1 | % | 0 | 431,185 | 0 | 431,185 | |||||||||||||||||
CAP III Maritime AIV, L.P. |
356,417 | 5.1 | % | 0 | 356,417 | 0 | 356,417 | |||||||||||||||||
Carlyle-Eight Finance Asia Co-Investment Partners, L.P. |
74,768 | 1.1 | % | 0 | 74,768 | 0 | 74,768 |
Includes: (i) 47,028 shares of Series D Preferred Shares held by CP V Coinvestment A Cayman, L.P.; (ii) 9,628 shares of Series D Preferred Shares held by CP V Coinvestment B Cayman, L.P.; (iii) 17,423 shares of Series D Preferred Shares held by CAP III Co-Investment, L.P.; (iv) 1,363,936 shares of Series D Preferred Shares held by Carlyle Partners V Cayman TE, L.P.; (v) 356,417 shares of Series D Preferred Shares held by CAP III Maritime AIV, L.P.; and (vi) 74,768 shares of Series D Preferred Shares held by Carlyle-Eight Finance Asia Co-Investment Partners, L.P.
CUSIP No. Y75638109 | 13D | Page 32 of 38 pages |
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 each of Carlyle Holdings II GP L.L.C. and Carlyle Holdings III GP Management L.L.C.
Carlyle Holdings II GP L.L.C. 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 each of CP V General Partner, L.L.C. and CAP III, L.L.C. 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 CP V Coinvestment A Cayman, L.P. and CP V Coinvestment B Cayman, L.P. CAP III, LLC is the general partner of CAP III General Partner, L.P., which is the general partner of CAP III Co-Investment, L.P.
Carlyle Holdings III GP Management L.L.C. is the general partner of Carlyle Holdings III GP L.P., which is the sole member of Carlyle Holdings III GP Sub L.L.C., which is the general partner of Carlyle Holdings III L.P., which is the general partner of TC Group Cayman L.P., which is the general partner of TC Group Cayman Sub, L.P., which is the sole shareholder of each of CP V S3 GP, Ltd. and CAP III S3 Ltd. CP V S3 GP, Ltd. is the general partner of TC Group V Cayman S3, L.P., which is the general partner of Carlyle Partners V Cayman TE, L.P. CAP III S3 Ltd. is the general partner of CAP III General Partner S3, L.P., which is the general partner of each of CAP III Maritime AIV, L.P. and Carlyle-Eight Finance Asia Co-Investment Partners, L.P.
(c) | Except as described in Item 4, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Series D Preferred Shares. |
(d) | None. |
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 4 above summarizes certain provisions of the Registration Rights Agreement and the Put Right Agreement, which are incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D, and each is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
CUSIP No. Y75638109 | 13D | Page 33 of 38 pages |
Item | 7. Materials to be Filed as Exhibits |
Exhibit Number |
Description | |
1 | Joint Filing Agreement. | |
2 | Registration Rights Agreement (incorporated by reference to Exhibit 4.2 of the Issuers Current Report on Form 6-K filed on March 14, 2018.) | |
3 | Put Right Agreement (incorporated by reference to Exhibit 4.3.2 of the Issuers Current Report on Form 6-K filed on March 14, 2018.) |
CUSIP No. Y75638109 | 13D | Page 34 of 38 pages |
SIGNATURES
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: April 20, 2018
CARLYLE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
THE CARLYLE GROUP L.P. | ||
By: | Carlyle Group Management L.L.C., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
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/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
CARLYLE HOLDINGS II L.P. | ||
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. | ||
By: | Carlyle Holdings II L.P., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer |
CUSIP No. Y75638109 | 13D | Page 35 of 38 pages |
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/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
CP V General Partner, L.L.C. | ||
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
TC Group V Cayman, L.P. | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CP V Coinvestment A Cayman, L.P. | ||
By: | TC Group V Cayman, L.P., its general partner | |
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CP V Coinvestment B Cayman, L.P. | ||
By: | TC Group V Cayman, L.P., its general partner | |
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
CAP III, L.L.C. | ||
By: | 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/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and Co-Chief Investment Officer |
CUSIP No. Y75638109 | 13D | Page 36 of 38 pages |
CAP III General Partner, L.P. | ||
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person | |
CAP III Co-Investment, L.P. | ||
By: | CAP III General Partner, L.P., its general partner | |
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person | |
CARLYLE HOLDINGS III GP MANAGEMENT L.L.C. | ||
By: | The Carlyle Group L.P., its sole manager | |
By: | Carlyle Group Management L.L.C., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
Carlyle Holdings III GP L.P. | ||
By: | Carlyle Holdings III GP Management L.L.C., its general partner | |
By: | The Carlyle Group L.P., its sole manager | |
By: | Carlyle Group Management L.L.C., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
Carlyle Holdings III GP Sub L.L.C. | ||
By: | Carlyle Holdings III GP L.P., its sole manager | |
By: | Carlyle Holdings III GP Management L.L.C., its general partner | |
By: | The Carlyle Group L.P., its sole manager | |
By: | Carlyle Group Management L.L.C., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer |
CUSIP No. Y75638109 | 13D | Page 37 of 38 pages |
Carlyle Holdings III L.P. | ||
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
TC Group Cayman L.P. | ||
By: | Carlyle Holdings III L.P., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
TC Group Cayman Sub, L.P. | ||
By: | TC Group Cayman L.P. its general partner | |
By: | Carlyle Holdings III L.P., its general partner | |
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Co-Executive Chairman and | |
Co-Chief Investment Officer | ||
CP V S3 GP, Ltd. | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
TC Group V Cayman S3, L.P. | ||
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person | |
Carlyle Partners V Cayman TE, L.P. | ||
By: | TC Group V Cayman S3, L.P., its general partner | |
By: | /s/ Jeremy W. Anderson | |
Name: | Jeremy W. Anderson | |
Title: | Authorized Person |
CUSIP No. Y75638109 | 13D | Page 38 of 38 pages |
CAP III S3 Ltd. | ||
By: | /s/ William E. Conway, Jr. | |
Name: | William E. Conway, Jr. | |
Title: | Director | |
CAP III General Partner S3, L.P. | ||
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person | |
CAP III Maritime AIV, L.P. | ||
By: | CAP III General Partner S3, L.P., its general partner | |
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person | |
Carlyle-Eight Finance Asia Co-Investment Partners, L.P. | ||
By: | CAP III General Partner S3, L.P., its general partner | |
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person |