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. 1)*
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)
June 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 35 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 35 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 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 4 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN (Québec société en commandite) |
CUSIP No. Y75638109 | 13D | Page 5 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 6 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 7 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
OO (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 8 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 9 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 10 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 11 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
OO (Delaware limited liability company) |
CUSIP No. Y75638109 | 13D | Page 12 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 13 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 14 of 35 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
1,869,200 | |||||
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 15 of 35 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
1,869,200 | |||||
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 (Quebec société en command) |
CUSIP No. Y75638109 | 13D | Page 16 of 35 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
1,869,200 | |||||
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 17 of 35 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
1,869,200 | |||||
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 (Quebec société en command) |
CUSIP No. Y75638109 | 13D | Page 18 of 35 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
1,869,200 | |||||
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 19 of 35 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
1,869,200 | |||||
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 20 of 35 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
1,869,200 | |||||
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 (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 21 of 35 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
1,869,200 | |||||
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 22 of 35 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
1,869,200 | |||||
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 23 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
OO (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 24 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 25 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 26 of 35 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
0 | |||||
9 | Sole Dispositive Power
0 | |||||
10 | Shared Dispositive Power
0 | |||||
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
| |||||
13 | Percent of Class Represented by Amount in Row (11)
0% | |||||
14 | Type of Reporting Person
PN |
CUSIP No. Y75638109 | 13D | Page 27 of 35 pages |
1 | Names of Reporting Persons
Carlyle Sea Holdings Limited | |||||
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
1,869,200 | |||||
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 (Cayman Islands Exempted Company) |
CUSIP No. Y75638109 | 13D | Page 28 of 35 pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (Amendment No. 1) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the SEC) on April 20, 2018 (as amended to date, the Schedule 13D), relating 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). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following subparagraph to the list of Reporting Persons:
27) Carlyle Sea Holdings Limited
The previously defined terms, Reporting Person, Reporting Persons, and Carlyle Cayman Entities are hereby amended to include Carlyle Sea Holdings Limited.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is amended and supplemented by adding the following:
On June 13, 2018, each of CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CAP III Co-Investment, L.P., CAP III Maritime AIV, L.P., Carlyle Partners V Cayman TE, L.P. and Carlyle-Eight Finance Asia Co-Investment Partners, L.P. (the prior record holders) transferred all Series D Preferred Shares held by them to Carlyle Sea Holdings Limited for no consideration. As a result, Carlyle Sea Holdings Limited became a party to, and succeeded to the rights of the prior record holders under, the Registration Rights Agreement and the Put Right Agreement.
Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(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 29 of 35 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. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Holdings II L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group Cayman Investment Holdings, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group Cayman Investment Holdings Sub L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CP V General Partner, L.L.C. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TC Group V Cayman, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CP V Coinvestment A Cayman, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CP V Coinvestment B Cayman, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CAP III, L.L.C. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CAP III General Partner, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CAP III Co-Investment, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Holdings III GP Management L.L.C. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
Carlyle Holdings III GP L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
Carlyle Holdings III GP Sub L.L.C. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
Carlyle Holdings III L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
TC Group Cayman L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
TC Group Cayman Sub, L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
CP V S3 GP, Ltd. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
TC Group V Cayman S3, L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
Carlyle Partners V Cayman TE, L.P. |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 | |||||||||||||||||
CAP III S3 Ltd. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CAP III General Partner S3, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
CAP III Maritime AIV, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle-Eight Finance Asia Co-Investment Partners, L.P. |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Carlyle Sea Holdings Limited |
1,869,200 | 26.6 | % | 0 | 1,869,200 | 0 | 1,869,200 |
The Series D Preferred Shares are held of record by Carlyle Sea Holdings Limited.
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 III GP Management L.L.C., which 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 CP V S3 GP, Ltd., which 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., which is the majority stockholder of Carlyle Sea Holdings Limited.
CUSIP No. Y75638109 | 13D | Page 30 of 35 pages |
(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) | As of June 13, 2018, 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., CP V Coinvestment A Cayman, L.P., CP V Coinvestment B Cayman, L.P., CAP III, L.L.C., CAP III General Partner, L.P., CAP III Co-Investment, 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. ceased to be the beneficial owner of more than five percent of the Series D Preferred Shares of the Issuer. |
Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended to replace the Joint Filing Agreement previously filed as Exhibit 1 with the Joint Filing Agreement filed herewith.
Exhibit Number |
Description | |
1 | Joint Filing Agreement. |
CUSIP No. Y75638109 | 13D | Page 31 of 35 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: June 15, 2018
CARLYLE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
THE CARLYLE GROUP L.P. | ||
By: | Carlyle Group Management L.L.C., its general partner |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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 A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
CARLYLE HOLDINGS II L.P. | ||
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. | ||
By: | Carlyle Holdings II L.P., its general partner |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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 A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
CUSIP No. Y75638109 | 13D | Page 32 of 35 pages |
CP V General Partner, L.L.C. | ||
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
CAP III General Partner, L.P. | ||
By: | /s/ Norma R. Kuntz | |
Name: | Norma R. Kuntz | |
Title: | Authorized Person |
CUSIP No. Y75638109 | 13D | Page 33 of 35 pages |
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/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
Carlyle Holdings III L.P. | ||
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
TC Group Cayman L.P. | ||
By: | Carlyle Holdings III L.P., its general partner |
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
CUSIP No. Y75638109 | 13D | Page 34 of 35 pages |
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/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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 |
CAP III S3 Ltd. | ||
By: | /s/ Daniel A. DAniello | |
Name: | Daniel A. DAniello | |
Title: | Chairman Emeritus |
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 |
CUSIP No. Y75638109 | 13D | Page 35 of 35 pages |
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 |
Carlyle Sea Holdings Limited | ||
By: | /s/ Norma R. Kuntz |
Name: | Norma R. Kuntz | |
Title: | Director |