Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CommScope Holding Company, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
20337X109
(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)
December 31, 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).
| CUSIP No. 20337X109 | 13D | Page 1 of 15 pages |
| 1 |
Names of Reporting Persons
The Carlyle Group Inc. | |||||
| 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 20337X109 | 13D | Page 2 of 15 pages |
| 1 |
Names of Reporting Persons
Carlyle Holdings I GP Inc. | |||||
| 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 20337X109 | 13D | Page 3 of 15 pages |
| 1 |
Names of Reporting Persons
Carlyle Holdings I 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 20337X109 | 13D | Page 4 of 15 pages |
| 1 |
Names of Reporting Persons
Carlyle Holdings I 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 20337X109 | 13D | Page 5 of 15 pages |
| 1 |
Names of Reporting Persons
CG Subsidiary Holdings 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 20337X109 | 13D | Page 6 of 15 pages |
| 1 |
Names of Reporting Persons
TC Group, 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 20337X109 | 13D | Page 7 of 15 pages |
| 1 |
Names of Reporting Persons
TC Group 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 20337X109 | 13D | Page 8 of 15 pages |
| 1 |
Names of Reporting Persons
TC Group VII S1, 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
OO (Delaware limited liability company) | |||||
| CUSIP No. 20337X109 | 13D | Page 9 of 15 pages |
| 1 |
Names of Reporting Persons
TC Group VII S1, 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
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 20337X109 | 13D | Page 10 of 15 pages |
| 1 |
Names of Reporting Persons
Carlyle Partners VII S1 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
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
42,257,593 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
42,257,593 | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,257,593 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
16.6% | |||||
| 14 | Type of Reporting Person
PN | |||||
| CUSIP No. 20337X109 | 13D | Page 11 of 15 pages |
Explanatory Note
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on April 11, 2019 (as amended to date, the “Schedule 13D”), relating to the Common Stock, par value $0.01 per share (the “Common Stock”), of CommScope Holding Company, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:
From December 31, 2022 through December 31, 2023, Carlyle Partners VII acquired a total of 76,699 shares of Series A Preferred Stock as a result of dividend payments from the Issuer on the Series A Preferred Stock.
| 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 shares and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock 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 254,316,064 shares of Common Stock outstanding (consisting of 212,058,471 shares of Common Stock outstanding as of October 26, 2023, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023, and 42,257,593 shares of Common Stock underlying the Series A Preferred Stock held of record by Carlyle Partners VII).
| 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 |
||||||||||||||||||
| The Carlyle Group Inc. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| Carlyle Holdings I GP Inc. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| Carlyle Holdings I GP Sub L.L.C. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| Carlyle Holdings I L.P. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| CG Subsidiary Holdings L.L.C. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| TC Group, L.L.C. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| TC Group Sub L.P. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| TC Group VII S1, L.L.C. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| TC Group VII S1, L.P. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
| Carlyle Partners VII S1 Holdings, L.P. |
42,257,593 | 16.6 | % | 0 | 42,257,593 | 0 | 42,257,593 | |||||||||||||||||
Carlyle Partners VII is the record holder of 1,162,085 shares of Series A Preferred Stock, which are convertible into 42,257,593 shares of Common Stock, subject to adjustment as provided in the Certificate of Designations.
The Carlyle Group Inc., a publicly traded company listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the sole member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Carlyle Partners VII.
| CUSIP No. 20337X109 | 13D | Page 12 of 15 pages |
| (c) | Except as described in Item 3 and Schedule I to this Amendment No. 2, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock. |
| (d) | None. |
| (e) | Not applicable. |
| Item 7. | Materials to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| Exhibit Number |
Description | |
| 1 | Joint Filing Agreement. | |
| 2 | Power of Attorney. | |
| CUSIP No. 20337X109 | 13D | Page 13 of 15 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: January 3, 2024
| THE CARLYLE GROUP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| CARLYLE HOLDINGS I GP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| CARLYLE HOLDINGS I GP SUB L.L.C. | ||
| By: Carlyle Holdings I GP Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| CARLYLE HOLDINGS I L.P. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CG SUBSIDIARY HOLDINGS L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC GROUP, L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CUSIP No. 20337X109 | 13D | Page 14 of 15 pages |
| TC GROUP SUB L.P. | ||
| By: TC Group, L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC GROUP VII S1, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| TC GROUP VII S1, L.P. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| CARLYLE PARTNERS VII S1 HOLDINGS, L.P. | ||
| By: TC Group VII S1, L.P., its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| CUSIP No. 20337X109 | 13D | Page 15 of 15 pages |
Schedule I
Series A Preferred Stock Dividend Payments
| Date | Amount of Series A Preferred Stock Dividends Issued |
|||
| December 31, 2022 |
14,924 | |||
| March 31, 2023 |
15,129 | |||
| June 30, 2023 |
15,337 | |||
| September 30, 2023 |
15,548 | |||
| December 31, 2023 |
15,761 | |||
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 3rd day of January, 2024.
| THE CARLYLE GROUP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer | |
| CARLYLE HOLDINGS I GP INC. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| CARLYLE HOLDINGS I GP SUB L.L.C. | ||
| By: Carlyle Holdings I GP Inc., its sole member | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director and Chief Financial Officer | |
| CARLYLE HOLDINGS I L.P. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| CG SUBSIDIARY HOLDINGS L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC GROUP, L.L.C. | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC GROUP SUB L.P. | ||
| By: TC Group, L.L.C., its general partner | ||
| By: | /s/ Anne Frederick, attorney-in-fact | |
| Name: | John C. Redett | |
| Title: | Managing Director | |
| TC GROUP VII S1, L.L.C. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| TC GROUP VII S1, L.P. | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
| CARLYLE PARTNERS VII S1 HOLDINGS, L.P. | ||
| By: TC Group VII S1, L.P., its general partner | ||
| By: | /s/ Jeremy W. Anderson | |
| Name: | Jeremy W. Anderson | |
| Title: | Vice President | |
Exhibit 2
POWER OF ATTORNEY
The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute, and file certain federal and state securities laws filings.
Know all by these presents, that the undersigned hereby constitutes and appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne Frederick, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, Joshua Lefkowitz, David Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and Catherine Ziobro, or any of them signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) | prepare, execute in the name of each Carlyle Company and on behalf of each Carlyle Company, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of Forms D (“Form D”) required to be filed in accordance with Rule 503 (“Rule 503”) promulgated with respect to Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933, as amended (the “1933 Act”) and reports required by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) or any rule or regulation of the SEC; |
| (2) | prepare and execute for and on behalf of each Carlyle Company, in the undersigned’s capacity as a Chairman, authorized person, officer and/or director of each Carlyle Company, federal and state securities laws filings including without limitation Forms D pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder; |
| (3) | do and perform any and all acts for and on behalf of each Carlyle Company that may be necessary or desirable to complete and execute any such federal and state securities laws filings including without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and the securities administrators of any state, the District of Columbia, the Commonwealth of Puerto Rico, Guam and the United States Virgin Islands or their designees and any stock exchange or similar authority; and |
| (4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted, whether the same needs to be executed, taken or done by him in his capacity as a current or former member, partner, shareholder, director or officer of any company, partnership, corporation, organization, firm, branch or other entity connected with, related to or affiliated with any of the entities constituting the Carlyle Companies or entities that directly or indirectly hold interests in the Carlyle Companies.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with federal and state securities laws, including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16 of the 1934 Act.
This Power of Attorney and all authority conferred hereby shall not be terminated by operation of law, whether by the death or incapacity of the undersigned or by occurrence of any other event. Actions taken by an attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any event described in the preceding sentence had not occurred, whether or not the attorney-in-fact shall have received notice of such event. Notwithstanding the foregoing, (i) in the event that an attorney-in-fact is no longer employed by The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney and all authority conferred hereby shall be immediately terminated with respect to such Attorney, and (ii) the undersigned may terminate or revoke this Power of Attorney at any time.
For purposes hereof, the “Carlyle Companies” shall consist of: (i) Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner L.L.C., TC Group Investment Holdings, L.P., Carlyle Holdings III GP L.P., Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment L.L.C. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of October, 2023.
| By: | /s/ John C. Redett | |
| Name: | John C. Redett | |
| Title: | Chief Financial Officer |