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    SEC Form SC 13G/A filed by Hayward Holdings Inc. (Amendment)

    2/12/24 4:15:31 PM ET
    $HAYW
    Industrial Machinery/Components
    Industrials
    Get the next $HAYW alert in real time by email
    SC 13G/A 1 tm243286d1_sc13ga.htm SC 13G/A

    CUSIP No. 421298 100 13G Page 1 of 11 Pages

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G/A

     

    Information Statement Pursuant to Rules 13d-1 and 13d-2

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*

     

     

    Hayward Holdings, Inc.

    (Name of Issuer)

     

    Common Stock, $0.001 par value

    (Title of Class of Securities)

     

    421298 100

    (CUSIP Number)

     

    December 31, 2023

    (Date of Event Which Requires Filing of this Statement)

     

     

    Check the appropriate box to designate the rule pursuant to which this schedule is filed:

    ¨ Rule 13d-1(b)

    ¨ Rule 13d-1(c)

    x Rule 13d-1(d)

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

    CUSIP No. 421298 100 13G Page 2 of 11 Pages

                 
    1.    

      NAME OF REPORTING PERSON

     

      CCMP Capital Investors III, L.P.

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0*

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0*

                 
    9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%*

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

    * See Item 4

     

     

     

     

    CUSIP No. 421298 100 13G Page 3 of 11 Pages

                 
    1.    

      NAME OF REPORTING PERSON

     

      CCMP Capital Investors III (Employee), L.P.

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0

                 
    9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

     

     

     

    CUSIP No. 421298 100 13G Page 4 of 11 Pages

                 
    1.    

      NAME OF REPORTING PERSON

     

      CCMP Capital Associates III, L.P.

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0*

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0*

                 
    9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%*

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

    * See Item 4

     

     

     

     

    CUSIP No. 421298 100 13G Page 5 of 11 Pages

                 
    1.    

      NAME OF REPORTING PERSON

     

      CCMP Capital Associates III GP, LLC

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0*

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0*

                 
    9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%*

    12.  

      TYPE OF REPORTING PERSON

     

      OO

     

    * See Item 4

     

     

     

     

    CUSIP No. 421298 100 13G Page 6 of 11 Pages

                 
    1.    

      NAME OF REPORTING PERSON

     

      CCMP Capital, LP

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0*

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0*

                 
    9.    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%*

    12.  

      TYPE OF REPORTING PERSON

     

      PN

     

    * See Item 4

     

     

     

     

    CUSIP No. 421298 100 13G Page 7 of 11 Pages

                 
    1.  

      NAME OF REPORTING PERSON

     

      CCMP Capital GP, LLC

    2.  

      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

      (a)  ¨        (b)  x

     

    3.  

      SEC USE ONLY

     

    4.  

      CITIZENSHIP OR PLACE OF ORGANIZATION

     

      Delaware

                 

    NUMBER OF

    SHARES

     BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

      5.    

      SOLE VOTING POWER

     

      0

    6.  

      SHARED VOTING POWER

     

      0*

      7.  

      SOLE DISPOSITIVE POWER

     

      0

      8.  

      SHARED DISPOSITIVE POWER

     

      0*

                 
    9.  

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      0*

    10.  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

     

      ¨

    11.  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     

      0.00%*

    12.  

      TYPE OF REPORTING PERSON

     

      OO

     

    * See Item 4

     

     

     

     

    CUSIP No. 421298 100 13G Page 8 of 11 Pages

     

    Item 1(a) Name of Issuer

     

    Hayward Holdings, Inc. (the “Issuer”)

     

    Item 1(b) Address of Issuer’s Principal Executive Offices

     

    1415 Vantage Park Drive, Suite 400, Charlotte, NC 28203

     

    Item 2(a) Name of Person Filing

     

    This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

     

    (i) CCMP Capital Investors III, L.P. (“CCMP Capital Investors”)

     

    (ii) CCMP Capital Investors III (Employee), L.P. (“CCMP Employee”)

     

    (iii) CCMP Capital Associates III, L.P. (“CCMP Capital Associates”)

     

    (iv) CCMP Capital Associates III GP, LLC (“CCMP Capital Associates GP”)

     

    (v) CCMP Capital, LP (“CCMP Capital”)

     

    (vi) CCMP Capital GP, LLC (“CCMP Capital GP”)

     

    The Reporting Persons have entered into a Joint Filing Agreement, dated February 4, 2022 and incorporated herein by reference to Exhibit A to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) with respect to the Issuer on February 9, 2022, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

     

    Item 2(b) Address of Principal Business Office

     

    All Reporting Persons: c/o CCMP Capital Advisors, LP, 1 Rockefeller Plaza, 16th Floor, New York, NY 10020

     

    Item 2(c) Citizenship

     

    All Reporting Persons: Delaware

     

    Item 2(d) Title of Class of Securities

     

    Common Stock, par value $0.001 per share (the “Common Stock”)

     

    Item 2(e) CUSIP Number

     

    421298 100

     

     

     

     

    CUSIP No. 421298 100 13G Page 9 of 11 Pages

     

    Item 3 Statements filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c)

     

    ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

     

    ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     

    ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

     

    ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

     

    ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

     

    ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

     

    ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

     

    ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

     

    ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

     

    ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

     

    ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

     

    Item 4. Ownership

     

    (a) Amount beneficially owned

     

    As of December 31, 2023, the Reporting Persons may be deemed to beneficially own in the aggregate 0 shares of the Issuer’s Common Stock representing, in the aggregate, approximately 0.00.% of the Issuer’s total Common Stock outstanding.

     

    The Common Stock reported herein is directly held by CCMP Capital Investors and CCMP Employee (together, the “Funds”). The general partner of each of the Funds is CCMP Capital Associates. The general partner of CCMP Capital Associates is CCMP Capital Associates GP. CCMP Capital Associates GP is wholly owned by CCMP Capital. The general partner of CCMP Capital is CCMP Capital GP.

     

    CCMP Capital GP ultimately exercises voting and dispositive power over the securities held by the Funds. As a result of these relationships, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP may be deemed to share beneficial ownership of the Common Stock held by the Funds.

     

    In connection with the consummation of the initial public offering of the Common Stock, the Funds entered into an Amended and Restated Stockholders’ Agreement (“Stockholders’ Agreement”) with the Issuer and certain affiliates of MSD Partners, L.P. (“MSD”) and Alberta Investment Management Corporation (“AIMCo”) pursuant to which the CCMP Investors and MSD agreed to coordinate with respect to the timing and manner of disposition of shares of the Common Stock held by them, and AIMCo also agreed to certain restrictions on the transfer of its shares of Common Stock. By virtue of the Stockholders’ Agreement, the CCMP Investors, MSD and AIMCo may have been deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934. The Reporting Persons expressly disclaimed beneficial ownership of any shares of Common Stock that they may have been deemed to beneficially own solely by reason of the Stockholders’ Agreement.

     

    On August 7, 2023, the Reporting Persons ceased to own any shares of the Issuer’s Common Stock, and as a result, the Reporting Persons’ obligations to coordinate with MSD and AIMCo terminated in accordance with the terms of the Stockholders’ Agreement. As a result, the Reporting Persons are no longer deemed to be members of a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with MSD and AIMCo and/or certain of their affiliates.

     

     

     

     

    CUSIP No. 421298 100 13G Page 10 of 11 Pages

     

    (b) Percent of Class

     

    The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. The percentages represent the percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons.

     

    (c) Number of shares as to which such person has:

     

    (i) Sole power to vote or to direct the vote: The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

     

    (ii) Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

     

    (iii) Sole power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

     

    (iv) Shared power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

     

    Item 5 Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

     

    Item 6 Ownership of More than Five Percent on Behalf of Another Person

     

    Not applicable

     

    Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     

    Not applicable

     

    Item 8 Identification and Classification of Members of the Group

     

    Not applicable

     

    Item 9 Notice of Dissolution of Group

     

    Not applicable

     

    Item 10 Certification

     

    Not applicable

     

     

     

     

    CUSIP No. 421298 100 13G Page 11 of 11 Pages

     

    SIGNATURES

     

    After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

     

    Dated: February 12, 2024

     

    CCMP CAPITAL INVESTORS III, L.P.  
    CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P.  
       
    By: CCMP Capital Associates III, L.P., its general partner  
    By: CCMP Capital Associates III GP, LLC, its general partner  
         
    By: /s/ Mark McFadden  
      Managing Partner  
       
    CCMP CAPITAL ASSOCIATES III, L.P.  
       
    By: CCMP Capital Associates III GP, LLC, its general partner  
         
    By: /s/ Mark McFadden  
      Managing Partner  
       
    CCMP CAPITAL ASSOCIATES III GP, LLC  
         
    By: /s/ Mark McFadden  
      Managing Partner  
       
    CCMP CAPITAL, LP  
       
    By: CCMP Capital GP, LLC, its general partner  
         
    By: /s/ Mark McFadden  
      Managing Partner  
       
    CCMP CAPITAL GP, LLC  
         
    By: /s/ Mark McFadden  
      Managing Partner  

     

     

     

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    • Hayward Appoints Water Industry Powerhouse Ron Keating to Board of Directors

      Hayward Holdings, Inc. (NYSE:HAYW) Board of Directors appointed Ron Keating to serve as its newest independent director, effective immediately. The Hayward Board now comprises 10 directors, nine of whom are independent. "The appointment of Ron Keating to our Board lends direct global operational and financial expertise to Hayward, along with critical expertise in the water industry," said Kevin Holleran, Hayward President, CEO and Director. "Ron's distinguished career and reputation as a decisive leader brings strategic and practical judgement as we continue to execute our growth strategies and deliver value to shareholders." Keating currently serves as president, chief executive officer

      3/20/25 4:30:00 PM ET
      $HAYW
      $XYL
      Industrial Machinery/Components
      Industrials
      Fluid Controls

    $HAYW
    SEC Filings

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    • SEC Form 10-Q filed by Hayward Holdings Inc.

      10-Q - Hayward Holdings, Inc. (0001834622) (Filer)

      5/1/25 7:05:50 AM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Hayward Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - Hayward Holdings, Inc. (0001834622) (Filer)

      5/1/25 7:04:47 AM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • SEC Form DEFA14A filed by Hayward Holdings Inc.

      DEFA14A - Hayward Holdings, Inc. (0001834622) (Filer)

      4/4/25 8:01:45 AM ET
      $HAYW
      Industrial Machinery/Components
      Industrials

    $HAYW
    Financials

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    • Hayward Holdings Announces First Quarter 2025 Earnings Release and Conference Call Date

      Hayward Holdings, Inc. (NYSE:HAYW) ("Hayward" or the "Company"), a global designer, manufacturer, and marketer of a broad portfolio of pool and outdoor living technology, announced today it will report its first quarter 2025 earnings results on Thursday, May 1, 2025. Following the earnings release, the company will hold a conference call to discuss the results at 9:00 a.m. Eastern Time that day. Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the company's website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to the Investor Relations

      4/15/25 9:00:00 AM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Hayward Holdings Announces Fourth Quarter and Full Year 2024 Earnings Release and Conference Call Date

      Hayward Holdings, Inc. (NYSE:HAYW) ("Hayward" or the "Company"), a global designer, manufacturer, and marketer of a broad portfolio of pool and outdoor living technology, announced today it will report its fourth quarter and full year 2024 earnings results on Thursday, February 27, 2025. Following the earnings release, the company will hold a conference call to discuss the results at 9:00 a.m. Eastern Time that day. Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the company's website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to

      2/3/25 4:15:00 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Hayward Holdings Announces Third Quarter 2024 Earnings Release and Conference Call Date

      Hayward Holdings, Inc. (NYSE:HAYW) ("Hayward" or the "Company"), a global designer, manufacturer, and marketer of a broad portfolio of pool and outdoor living technology, announced today it will report its third quarter 2024 earnings results on Tuesday, October 29, 2024. Following the earnings release, the company will hold a conference call to discuss the results at 9:00 a.m. Eastern Time that day. Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the company's website at https://investor.hayward.com/events-and-presentations/default.aspx. An earnings presentation will be posted to the Investor Relat

      10/10/24 8:30:00 AM ET
      $HAYW
      Industrial Machinery/Components
      Industrials

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    Large Ownership Changes

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    • Amendment: SEC Form SC 13G/A filed by Hayward Holdings Inc.

      SC 13G/A - Hayward Holdings, Inc. (0001834622) (Subject)

      11/22/24 4:06:52 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Amendment: SEC Form SC 13G/A filed by Hayward Holdings Inc.

      SC 13G/A - Hayward Holdings, Inc. (0001834622) (Subject)

      11/14/24 8:12:55 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Amendment: SEC Form SC 13G/A filed by Hayward Holdings Inc.

      SC 13G/A - Hayward Holdings, Inc. (0001834622) (Subject)

      11/14/24 4:17:05 PM ET
      $HAYW
      Industrial Machinery/Components
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    $HAYW
    Insider Trading

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    • Director Felice Stephen J was granted 2,226 shares, increasing direct ownership by 0.69% to 325,436 units (SEC Form 4)

      4 - Hayward Holdings, Inc. (0001834622) (Issuer)

      5/6/25 4:55:01 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Director Soucy Arthur L was granted 1,514 shares, increasing direct ownership by 5% to 34,643 units (SEC Form 4)

      4 - Hayward Holdings, Inc. (0001834622) (Issuer)

      5/6/25 4:54:06 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials
    • Director Keating Ronald C was granted 3,296 shares, increasing direct ownership by 11% to 33,296 units (SEC Form 4)

      4 - Hayward Holdings, Inc. (0001834622) (Issuer)

      5/6/25 4:53:27 PM ET
      $HAYW
      Industrial Machinery/Components
      Industrials