SEC Form SC 13D/A filed by Mirion Technologies Inc. (Amendment)
$MIR
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Mirion Technologies, Inc.
(Name of Issuer)
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Titles of Class of Securities)
60471A101
(CUSIP Number)
Philip Grovit
GSAM Holdings LLC200 West Street
New York, NY 10282
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 21, 2023
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-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
for other parties to whom copies are to be sent.
* 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 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)
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1
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NAMES OF REPORTING PERSONS
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GS Sponsor II LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| United States |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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8
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SHARED VOTING POWER
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24,525,000
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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24,525,000
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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24,525,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.8% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
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1
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NAMES OF REPORTING PERSONS
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GSAM Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
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1
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NAMES OF REPORTING PERSONS
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The Goldman Sachs Group, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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8
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SHARED VOTING POWER
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27,391,269
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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27,391,269
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,391,269
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.1% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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HC-CO
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(1)
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Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
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1
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NAMES OF REPORTING PERSONS
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Goldman Sachs & Co. LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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N/A (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New York
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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| 0 |
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8
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SHARED VOTING POWER
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27,391,269
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9
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SOLE DISPOSITIVE POWER
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| 0 |
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10
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SHARED DISPOSITIVE POWER
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27,391,269
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,391,269
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||||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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12.1% (1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1)
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Based on 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the Issuer with the SEC on May 3, 2023, together with 8,500,000 shares of Class A Common Stock underlying private placement warrants. See Item 5.
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| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 4 (this “Amendment”) amends, on behalf of GS Sponsor II LLC (the “Sponsor”) and GSAM Holdings LLC (“Holdings”), the initial Schedule 13D (the “Initial Filing”) filed jointly by Sponsor, GSAH II PIPE Investors
Employee LP (“GSAH II PIPE Investors”), and Holdings on November 1, 2021, as previously amended on October 19, 2022, December 7, 2022 and April 24, 2023, and relates to the Class A common stock, par value $0.0001 per share (the “Class A
Common Stock”), of Mirion Technologies, Inc., a Delaware corporation (the “Issuer”). Goldman, Sachs & Co. LLC (“Goldman Sachs”) and The Goldman Sachs Group, Inc. (“GS Group”) join Sponsor in reporting beneficial ownership of shares of
Class A Common Stock as disclosed herein. Sponsor, Holdings, Goldman Sachs and GS Group are collectively referred to herein as the “Reporting Persons.” Disclosure items set forth in the Initial Filing shall remain in effect as previously
amended, except to the extent expressly amended or superseded by this Amendment. GSAH II PIPE Investors previously reported that it had ceased to be a beneficial owner of more than 5% of the outstanding shares of Class A Common Stock. Due
to a change in the manner in which certain investments are managed, Holdings has ceased to have beneficial ownership of the securities of the Issuer while the GS Group and Goldman Sachs have acquired beneficial ownership. All capitalized
terms used and not expressly defined in this Amendment have the respective meanings ascribed to such terms in the Initial Filing as previously amended.
| ITEM 2. | IDENTITY AND BACKGROUND |
| (a) | Item 2(a) is hereby supplemented by the addition of the following: | ||
| (iv) |
The Goldman Sachs Group, Inc. | ||
| (v) |
Goldman, Sachs & Co. LLC | ||
Goldman Sachs is a direct subsidiary of GS Group.
The name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule C hereto and are incorporated herein by reference. The name,
business address, present principal occupation or employment and citizenship of each member of the Goldman Sachs Asset and Wealth Management Private Corporate Investment Committee, which exercises the authority of Goldman Sachs in
managing the Goldman Sachs investment in the Issuer is set forth in Schedule B hereto and are incorporated herein by reference.
(b) Item 2(b) is hereby amended by the addition of the following:
The principal place of business for each of Goldman Sachs and GS Group is 200 West Street New York, NY 10282-2198.
(c) Item 2(c) is hereby amended by the addition of the following:
GS Group is a bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking,
securities and
investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange and other
national exchanges.
(c) Item 2(d) is hereby amended and restated as follows:
During the last five years, none of the Reporting Persons or their executive officers and directors have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(d) Item 2(e) is hereby amended and restated as follows:
Except as set forth in Schedule I, during the last five years, neither the Reporting Persons nor their executive officers and
directors have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are 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.
(e) Item 2(e) is hereby amended by the addition of the following:
Except as set forth in Schedule I, during the last five years, none of the Reporting Persons or their executive officers and directors have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such proceeding, were or are 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.
(f) Item 2(e) is hereby amended by the addition of the following:
GS Group is a Delaware corporation and Goldman Sachs is a New York limited liability company.
| ITEM 3. | SOURCE OF FUNDS |
Item 3 is hereby amended by the addition of the following:
Through June 21, 2023, direct or indirect subsidiaries of Goldman Sachs, acting in the ordinary course of business, borrowed approximately 2,546,211 shares of Class A
Common Stock to facilitate actual and anticipated client transactions, and Goldman Sachs and GS Group may be deemed to have acquired voting and investment power over such securities. As of June 28, 2023, such subsidiaries of Goldman Sachs
had divested all but 141,269 of such shares of Class A Common Stock.
| ITEM 4. | PURPOSE OF TRANSACTION |
Item 4 is hereby amended by the addition of the following:
The disclosure made above in Item 3 of this Amendment is incorporated herein. Except as set forth in the Initial Filing as previously amended, as
of the date hereof none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedules A, B, and C hereto, currently has any plans or proposals
that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto, or take actions on behalf of clients that do not represent any such a plan or proposal by the Reporting Person.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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Item 5 is hereby amended and restated as follows:
(a) and (b)
The
aggregate number and percentage of Class A Common Stock beneficially owned by each Reporting Person is based upon the 217,904,643 shares of Class A Common Stock outstanding as of April 28, 2023, as reflected in the Form 10-K filed by the
Issuer with the SEC on May 3, 2023, together with the 8,500,000 shares of Class A Common Stock underlying the Private Placement Warrants.
The Sponsor may be deemed to
beneficially own 24,525,000 shares of Class A Common Stock, constituting 10.8% of the outstanding shares of Class A Common Stock. The Sponsor has the shared power to vote or direct the vote of, and the shared power to dispose or direct the
disposition of (i) the 16,025,000 shares of Class A Common Stock of which it is the record owner, and (ii) the 8,500,000 shares of Class A Common Stock that it has the right to acquire, within sixty days, upon conversion of the Private
Placement Warrants of which it is the record owner.
Each of Goldman Sachs and GS Group may be deemed to beneficially own 27,391,269 shares of Class A Common Stock, constituting
12.1% of the outstanding shares of Class A Common Stock. Each of Goldman Sachs and GS Group may be deemed to have the (i) shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the shares of
Class A Common Stock beneficially owned by Sponser, and (ii) shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of 141,269 shares of Class A Common Stock described in Item 3.
(c) Except as described above in Item 3, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on
Schedule A, Schedule B or Schedule C, effected any transactions in the Class A Shares in the preceding sixty days.
(d) Except that certain employees of affiliates of Goldman Sachs hold and may in the future be awarded certain contingent interests in the Class A
Common Stock held by the Employee Participation Vehicles (which may be deemed beneficially owned by GS Group, as described above), no person other than the Reporting Persons and their direct or indirect subsidiaries (and, in the case of
borrowed securities, the owner thereof), is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Class A Common Stock beneficially
owned by the Reporting Persons.
(e) As disclosed in Item 1 of this Amendment, Holdings has ceased to be a beneficial owner of more than 5% of the outstanding shares of Common
Stock due to a change in the manner in which certain investments are managed.
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 is amended by the addition of the following:
The securities borrowings described in Item 3 are subject to customary securities lending arrangements.
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 is amended and restated as follows:
| Exhibit 99.1 |
| Exhibit 99.2 |
| Exhibit 99.3 |
| Exhibit 99.4 |
| Exhibit 99.5 |
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.
Dated: July 7, 2023
| GS SPONSOR II LLC | |||
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By:
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/s/ Philip Grovit | |
| Name: |
Philip Grovit | ||
| Title: |
Vice President | ||
| GSAM HOLDINGS LLC | |||
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By:
|
/s/ Philip Grovit | ||
| Name: | Philip Grovit |
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| Title: | Vice President |
||
| THE GOLDMAN SACHS GROUP, INC. | |||
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By:
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/s/ Crystal Orgill | ||
| Name: | Crystal Orgill | ||
| Title: | Attorney-in-fact | ||
| GOLDMAN SACHS & CO. LLC | |||
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By:
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/s/ Crystal Orgill | ||
| Name: | Crystal Orgill | ||
| Title: | Attorney-in-fact | ||
SCHEDULE B
The name and principal occupation of each member of the Goldman Sachs Asset and Wealth Management Private Corporate Investment Committee, which exercises the authority of Goldman Sachs & Co. LLC in
managing the investment of the Issuer.
The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as
follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, James Reynolds, Michele Titi-Cappelli and Jose Barreto is Plumtree Court, 25 Shoe
Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Michael Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.
All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United
Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Nicole Agnew, Chris Kojima and Gregory Olafson are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy and Michael Hui is a citizen of the
People’s Republic of China (Hong Kong permanent resident); Harsh Nanda is a citizen of India; Jose Barreto is a citizen of Portugal; and Michael Bruun is a citizen of Denmark.
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Name
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Present Principal Occupation
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Richard A. Friedman
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Managing Director of Goldman Sachs & Co. LLC
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Nicole Agnew
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Managing Director of Goldman Sachs & Co. LLC
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Michael Bruun
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Managing Director of Goldman Sachs International
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Joe DiSabato
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Managing Director of Goldman Sachs & Co. LLC
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Bradley J. Gross
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Managing Director of Goldman Sachs & Co. LLC
|
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Stephanie Hui
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Managing Director of Goldman Sachs (Asia) L.L.C.
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Adrian M. Jones
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Managing Director of Goldman Sachs & Co. LLC
|
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Scott Lebovitz
|
Managing Director of Goldman Sachs & Co. LLC
|
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Lou D’Ambrosio
|
Managing Director of Goldman Sachs & Co. LLC
|
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James Reynolds
|
Managing Director of Goldman Sachs International
|
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David Thomas
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Managing Director of Goldman Sachs & Co. LLC
|
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Harsh Nanda
|
Managing Director of Goldman Sachs & Co. LLC
|
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Anthony Arnold
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Managing Director of Goldman Sachs & Co. LLC
|
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Michele Titi-Cappelli
|
Managing Director of Goldman Sachs International
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Beat Cabiallavetta
|
Managing Director of Goldman Sachs & Co. LLC
|
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Julian Salisbury
|
Managing Director of Goldman Sachs & Co. LLC
|
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Maxine Sleeper
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Managing Director of Goldman Sachs & Co. LLC
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Harvey Shapiro
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Managing Director of Goldman Sachs & Co. LLC
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Danielle Natoli
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Managing Director of Goldman Sachs & Co. LLC
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Thomas McAndrew
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Managing Director of Goldman Sachs & Co. LLC
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Kenneth Pontarelli
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Managing Director of Goldman Sachs & Co. LLC
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Michael Hui
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Managing Director of Goldman Sachs (Asia) L.L.C.
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Jose Baretto
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Managing Director of Goldman Sachs International
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Leonard Seevers
Gregory Olafson
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Managing Director of Goldman Sachs & Co. LLC
Managing Director of Goldman Sachs & Co. LLC
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Tamilla Ghodsi
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Managing Director of Goldman Sachs & Co. LLC
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SCHEDULE C
The name of each director and executive officer of The Goldman Sachs Group, Inc. is set forth below.
The business address of each person listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282.
Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Philip R. Berlinski is also a citizen of
Belgium and the United Kingdom, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
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Name
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Present Principal Occupation
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David M. Solomon
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Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
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Philip R. Berlinski
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Global Treasurer of The Goldman Sachs Group, Inc.
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M. Michele Burns
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Former Chairman and Chief Executive Officer, Mercer LLC; Former Chief Financial Officer of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air
Lines, Inc.
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Denis P. Coleman III
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Chief Financial Officer of The Goldman Sachs Group, Inc.
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Mark A. Flaherty
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Former Vice Chairman, Wellington Management Company
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Sheara J. Fredman
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Chief Accounting Officer of The Goldman Sachs Group, Inc.
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Kimberley D. Harris
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Executive Vice President of Comcast Corporation; Executive Vice President and General Counsel of NBCUniversal
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Kevin Johnson
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Former President and Chief Executive Officer, Starbucks Corporation
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Ellen J. Kullman
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Executive Chair, Carbon, Inc.
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Brian J. Lee
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Chief Risk Officer of The Goldman Sachs Group, Inc.
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Lakshmi N. Mittal
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Executive Chairman of ArcelorMittal S.A.
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Adebayo O. Ogunlesi
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Chairman and Chief Executive Officer of Global Infrastructure Partners
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Peter Oppenheimer
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Former Senior Vice President and Chief Financial Officer of Apple, Inc.
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John F.W. Rogers
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Executive Vice President of The Goldman Sachs Group, Inc.
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Kathryn H. Ruemmler
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Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc.
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Ericka T. Leslie
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Chief Administrative Officer of The Goldman Sachs Group, Inc.
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Jan E. Tighe
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Former Vice Admiral, United States Navy
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Jessica R. Uhl
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Former Chief Financial Officer of Shell plc
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David A. Viniar
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Former Chief Financial Officer of The Goldman Sachs Group, Inc.
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John E. Waldron
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President and Chief Operating Officer of The Goldman Sachs Group, Inc.
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SCHEDULE I
On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist
proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm
capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MDB”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect
certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.
On September 27, 2022, the SEC entered an order in which it settled charges against Goldman Sachs &
Co. LLC (“GS & Co.”) for violating certain recordkeeping and supervisory provisions of the Securities Exchange Act of 1934 by failing to maintain or preserve certain written business communications that were conducted on unapproved
communication methods and failing to implement its policies and procedures that prohibit such communications. GS & Co. has agreed to pay a civil monetary penalty in the amount of $125,000,000 to the SEC in connection with these charges.
Also on September 27, 2022, the Commodity Futures Trading Commission (the “CFTC”) issued an order filing and settling charges with GS & Co. for failing to maintain, preserve or produce records that were required to be kept under CFTC
recordkeeping requirements and failing to diligently supervise matters related to its business as a CFTC registrant. GS & Co. has agreed to pay a civil monetary penalty of $75,000,000 to the CFTC.