Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. 2)*
Triumph Group, Inc. |
(Name of Issuer)
Common Stock |
(Title of Class of Securities)
896818101 |
(CUSIP Number)
DBD Investors V, L.L.C. c/o The Carlyle Group Attention: Jeffrey W. Ferguson 1001 Pennsylvania Avenue NW Suite 220 South Washington, DC 20004 (202) 729-5626
Copy to:
Daniel T. Lennon, Esq. Latham & Watkins LLP 555 Eleventh Street NW Suite 1000 Washington, DC 20004-1304 (202) 637-2200 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 14, 2011 |
(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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NAMES OF REPORTING PERSONS
DBD Investors V Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%(1) | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
(1) | Based on 49,073,389 shares of common stock (Shares) of Triumph Group, Inc., a Delaware corporation (Triumph or the Issuer) outstanding on November 7, 2011. |
1 |
NAMES OF REPORTING PERSONS
DBD Investors V, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TCG Holdings II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TC Group Investment Holdings, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TC Group III, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,211,324 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,211,324 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,211,324 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle Partners III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
3,115,925 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,115,925 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,115,925 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
CP III Coinvestment, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
95,399 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
95,399 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,399 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
TCG Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,454,792 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,454,792 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,454,792 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
1,454,792 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
1,454,792 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,454,792 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
TC Group II, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
865,248 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
865,248 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
865,248 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
Carlyle Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
407,555 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
407,555 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,555 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle International Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
343,260 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
343,260 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
343,260 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
07% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
State Board of Administration of Florida | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
158,344 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
158,344 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,344 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
14 |
TYPE OF REPORTING PERSON
OO |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
127,259 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
127,259 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,259 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
CHYP Holdings, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
115,699 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
115,699 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,699 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
97,478 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
97,478 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,478 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
C/S International Partners | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
77,397 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
77,397 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,397 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures International Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
50,521 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
50,521 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,521 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Contour Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
22,120 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
22,120 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,120 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle SBC Partners II, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
18,575 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,575 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,575 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle International Partners III, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
18,461 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
18,461 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,461 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Aerostructures Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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 |
& #xA0; 7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
12,637 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,637 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,637 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 |
TYPE OF REPORTING PERSON
PN |
1 |
NAMES OF REPORTING PERSONS
Carlyle-Contour International Partners, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
5,091 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,091 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,091 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 |
TYPE OF REPORTING PERSON
PN (Cayman Islands Exempt Limited Partnership) |
1 |
NAMES OF REPORTING PERSONS
Carlyle Investment Group, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
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
395 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
395 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
395 | |||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable | |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
14 | TYPE OF REPORTING PERSON
PN |
Explanatory Note
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on June 8, 2009 (as amended, the Statement), as follows. All share amounts presented reflect a 2-for-1 stock split conducted by Triumph on July 14, 2011.
ITEM 4. | Purpose of Transaction |
Item 4 of the Statement is amended by inserting the following information:
On November 14, 2011, the Reporting Persons sold 5,000,000 Shares to Morgan Stanley & Co. LLC (the Underwriter) at a price of $54.77 per Share, in a registered offering (the Secondary Offering) pursuant to an Underwriting Agreement, dated as of November 7, 2011 (the Underwriting Agreement), by and among the Issuer, the Selling Stockholders (as defined in the Underwriting Agreement), and the Underwriter.
Under the Underwriting Agreement, the Selling Stockholders have agreed with the Underwriter, subject to certain exceptions, not to dispose of or hedge any Shares or securities convertible into or exchangeable for Shares during the period from November 7, 2011, continuing through and including the date 60 days after November 7, 2011, except with the prior written consent of the Underwriter (such period, the restricted period). The restricted period will be automatically extended if: (1) during the last 17 days of the 60-day restricted period the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs or (2) prior to the expiration of the 60-day restricted period, the Issuer announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 7 hereto and is incorporated herein by reference.
Except as described in this Item 4 and Item 6 of this Schedule 13D which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.
ITEM 5. | Interest in Securities of the Issuer |
Item 5 of the Statement is amended and restated in its entirety by inserting the following information:
(a) (b)
The following table sets forth the aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
Reporting Person | Amount beneficially owned |
Percent of class(a) |
Sole power to vote or direct the vote |
Shared power to vote or to direct the vote |
Sole of |
Shared power to dispose or to direct the disposition of |
||||||||||||||
DBD Investors V Holdings, L.L.C |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
DBD Investors V, L.L.C |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
TCG Holdings II, L.P. |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
TC Group Investment Holdings, L.P. |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
TC Group III, L.L.C. |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
TC Group III, L.P. |
3,211,324 | 6.5 | % | 0 | 3,211,324 | 0 | 3,211,324 | |||||||||||||
Carlyle Partners III, L.P. |
3,115,925 | 6.3 | % | 0 | 3,115,925 | 0 | 3,115,925 | |||||||||||||
CP III Coinvestment, L.P. |
95,399 | 0.2 | % | 0 | 95,399 | 0 | 95,399 | |||||||||||||
TCG Holdings, L.L.C. |
1,454,792 | 3.0 | % | 0 | 1,454,792 | 0 | 1,454,792 | |||||||||||||
TC Group, L.L.C. |
1,454,792 | 3.0 | % | 0 | 1,454,792 | 0 | 1,454,792 | |||||||||||||
TC Group II, L.L.C. |
865,248 | 1.8 | % | 0 | 865,248 | 0 | 865,248 | |||||||||||||
Carlyle Partners II, L.P. |
407,555 | 0.8 | % | 0 | 407,555 | 0 | 407,555 | xA0; | ||||||||||||
Carlyle International Partners II, L.P. |
343,260 | 0.7 | % | 0 | 343,260 | 0 | 343,260 | |||||||||||||
State Board of Administration of Florida |
158,344 | 0.3 | % | 0 | 158,344 | 0 | 158,344 | |||||||||||||
Carlyle-Aerostructures Partners, L.P. |
127,259 | 0.3 | % | 0 | 127,259 | 0 | 127,259 | |||||||||||||
CHYP Holdings, L.L.C. |
115,699 | 0.2 | % | 0 | 115,699 | 0 | 115,699 | |||||||||||||
Carlyle-Aerostructures Partners II, L.P. |
97,478 | 0.2 | % | 0 | 97,478 | 0 | 97,478 | |||||||||||||
C/S International Partners |
77,397 | 0.2 | % | 0 | 77,397 | 0 | 77,397 | |||||||||||||
Carlyle-Aerostructures International Partners, L.P. |
50,521 | 0.1 | % | 0 | 50,521 | 0 | 50,521 | |||||||||||||
Carlyle-Contour Partners, L.P. |
22,120 | 0.0 | % | 0 | 22,120 | 0 | 22,120 | |||||||||||||
Carlyle SBC Partners II, L.P. |
18,575 | 0.0 | % | 0 | 18,575 | 0 | 18,575 | |||||||||||||
Carlyle International Partners III, L.P. |
18,461 | 0.0 | % | 0 | 18,461 | 0 | 18,461 | |||||||||||||
Carlyle-Aerostructures Management, L.P. |
12,637 | 0.0 | % | 0 | 12,637 | 0 | 12,637 | |||||||||||||
Carlyle-Contour International Partners, L.P. |
5,091 | 0.0 | % | 0 | 5,091 | 0 | 5,091 | |||||||||||||
Carlyle Investment Group, L.P. |
395 | 0.0 | % | 0 | 395 | 0 | 395 |
(a) | Based on 49,073,389 Shares outstanding on November 7, 2011. |
Carlyle Partners III, L.P. and CP III Coinvestment, L.P. are the record owners of 3,115,925 Shares and 95,399 Shares, respectively. Investment discretion and control over the Shares held by each of these funds is exercised by DBD Investors V Holdings, L.L.C. through its indirect subsidiary, TC Group III, L.P., which is the sole general partner of each of these funds. DBD Investors V Holdings, L.L.C. is the managing member of DBD Investors V, L.L.C. DBD Investors V, L.L.C. is the general partner of TCG Holdings II, L.P. TCG Holdings II, L.P. is the sole general partner of TC Group Investment Holdings, L.P. TC Group Investment Holdings, L.P. is the managing member of TC Group III, L.L.C. TC Group III, L.L.C. is the sole general partner of TC Group III, L.P. DBD Investors V Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of these Shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein, as the managing members of DBD Investors V Holdings, L.L.C., may be deemed to share beneficial ownership of the Shares beneficially owned by DBD Investors V Holdings, L.L.C. Such persons disclaim such beneficial ownership.
Carlyle Partners II, L.P., Carlyle International Partners II, L.P., C/S International Partners, Carlyle SBC Partners II, L.P. and Carlyle International Partners III, L.P. are the record owners of 407,555 Shares, 343,260 Shares, 77,397 Shares, 18,575 Shares, and 18,461 Shares, respectively. Investment discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group II, L.L.C., which is the sole general partner of each of these funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TC Group II, L.L.C.
CHYP Holdings, L.L.C. is the record holder of 115,699 Shares. Investment discretion and control over the Shares held by the fund is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, Carlyle High Yield Partners, L.P. Carlyle High Yield Partners, L.P. is the sole member of CHYP Holdings, L.L.C. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TCG High Yield Holdings, L.L.C., which is the sole member of TCG High Yield, L.L.C., which is the general partner of Carlyle High Yield Partners, L.P.
Carlyle-Aerostructures Partners, L.P., Carlyle-Aerostructures Partners II, L.P., Carlyle-Aerostructures International Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle-Aerostructures Management, L.P., Carlyle-Contour International Partners, L.P., and Carlyle Investment Group, L.P. are the record owners of 127,259 Shares, 97,478 Shares, 50,521 Shares, 22,120 Shares, 12,637 Shares, 5,091 Shares and 395 Shares, respectively. Investment
discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C., which is the managing member of TC Group, L.L.C., which is the sole general partner of each of these funds.
The State Board of Administration of Florida is the record holder of 158,344 Shares. TC Group, L.L.C. serves as the managing member of the investment manager for the State Board of Administration of Florida. TCG Holdings, L.L.C., is the managing member of TC Group, L.L.C.
TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of the Shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. DAniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the Shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.
ITEM 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Statement is amended by inserting the following information:
The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.
ITEM 7. | Materials to be Filed as Exhibits |
Exhibit Number |
Description | |||
1 | Joint Filing Agreement, dated November 16, 2011, by and among the Reporting Persons | |||
3 | Underwriting Agreement, dated as of November 7, 2011, by and among Triumph Group, Inc., the Selling Stockholders (as defined in the Underwriting Agreement) and Morgan Stanley & Co. LLC with respect to the sale by the Selling Stockholders, and the purchase by the Underwriter of 5,000,000 Shares (incorporated by reference to Exhibit 1.1 to the Current Report filed by Triumph Group, Inc. on Form 8-K on November 9, 2011.) |
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: November 16, 2011
DBD Investors V Holdings, L.L.C. | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
DBD Investors V, L.L.C. | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TCG Holdings II, L.P. | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TC Group Investment Holdings, L.P. | ||
By: TCG Holdings II, L.P., as its general partner | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
TC Group III, L.L.C. | ||
By: TC Group Investment Holdings, L.P., as its managing member | ||
By: TCG Holdings II, L.P., as its general partner | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TC Group III, L.P. | ||
By: TC Group III, L.L.C., as its general partner | ||
By: TC Group Investment Holdings, L.P., as its managing member | ||
By: TCG Holdings II, L.P., as its general partner | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle Partners III, L.P. | ||
By: TC Group III, L.P., as its general partner | ||
By: TC Group III, L.L.C., as its general partner | ||
By: TC Group Investment Holdings, L.P., as its managing member | ||
By: TCG Holdings II, L.P., as its general partner | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
CP III Coinvestment, L.P. | ||
By: TC Group III, L.P., as its general partner | ||
By: TC Group III, L.L.C., as its general partner | ||
By: TC Group Investment Holdings, L.P., as its managing member | ||
By: TCG Holdings II, L.P., as its general partner | ||
By: DBD Investors V, L.L.C., as its general partner | ||
By: DBD Investors V Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TCG Holdings, L.L.C. | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TC Group, L.L.C. | ||
By: TCG Holdings, L.L.C., as its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
TC Group II, L.L.C. | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
Carlyle Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle International Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
State Board of Administration of Florida | ||
Separate account maintained pursuant to an Investment Management Agreements dated as of September 6, 1996 between the State Board of Administration of Florida, Carlyle Investment Group, L.P. and Carlyle Investment Management L.L.C. | ||
By: Carlyle Investment Management L.L.C., as investment manager | ||
By: TC Group, L.L.C., its managing member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
Carlyle-Aerostructures Partners, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
CHYP Holdings, L.L.C. | ||
By: Carlyle High Yield Partners, L.P., its sole member | ||
By: TCG High Yield, L.L.C., its general partner | ||
By: TCG High Yield Holdings, L.L.C., its sole member | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle-Aerostructures Partners II, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
C/S International Partners | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
Carlyle-Aerostructures International Partners, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle-Contour Partners, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle SBC Partners II, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle International Partners III, L.P. | ||
By: TC Group II, L.L.C., its general partner | ||
By: TC Group, L.L.C., its sole member | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
Carlyle-Aerostructures Management, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle-Contour International Partners, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director | |
Carlyle Investment Group, L.P. | ||
By: TC Group, L.L.C., its general partner | ||
By: TCG Holdings, L.L.C., its managing member | ||
By: | /s/ R. Rainey Hoffman, attorney-in-fact | |
Name: | David M. Rubenstein | |
Title: | Managing Director |
Schedule A
Name |
Title/Principal Occupation or Employment |
Citizenship | ||
William E. Conway, Jr. | Mr. Conway is a managing member of TCG Holdings, L.L.C. and DBD Investors V Holdings, L.L.C. Mr. Conway is a Founder of The Carlyle Group, | United States of America | ||
David M. Rubenstein | Mr. DAniello is a managing member of TCG Holdings, L.L.C. and DBD Investors V Holdings, L.L.C. Mr. DAniello is a Founder of The Carlyle Group. | United States of America | ||
David M. Rubenstein | Mr. Rubenstein is a managing member of TCG Holdings, L.L.C. and DBD Investors V Holdings, L.L.C. Mr. Rubenstein is a Founder of The Carlyle Group. | United States of America |