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CUSIP No. 20337X109 |
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13D |
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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 Issuers 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).
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Reporting Person |
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Amount beneficially owned |
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Percent of class |
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Sole power to vote or to direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition |
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Shared power to dispose or to direct the disposition |
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The Carlyle Group Inc. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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Carlyle Holdings I GP Inc. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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Carlyle Holdings I GP Sub L.L.C. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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Carlyle Holdings I L.P. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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CG Subsidiary Holdings L.L.C. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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TC Group, L.L.C. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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TC Group Sub L.P. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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TC Group VII S1, L.L.C. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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TC Group VII S1, L.P. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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Carlyle Partners VII S1 Holdings, L.P. |
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42,257,593 |
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16.6 |
% |
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0 |
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42,257,593 |
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0 |
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42,257,593 |
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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.