| Item 3. | Source and Amount of Funds or Other Consideration. |
In connection with the conversion of the Issuer from a Delaware limited partnership to a Delaware corporation (the “Conversion”) and related transactions, on January 1, 2020 a limited partner of Carlyle Holdings I L.P., Carlyle Holdings II L.P. and Carlyle Holdings III L.P. (collectively, the “Carlyle Holdings Partnerships”) contributed 17,000 limited partner interests in the Carlyle Holdings Partnerships to the Reporting Person, which were exchanged for an equivalent number of shares of Common Stock directly held by the Reporting Person. The Reporting Person did not pay any consideration for the Proxies (defined below).
| Item 4. | Purpose of Transaction. |
Irrevocable Proxies
In connection with the Conversion, senior Carlyle professionals and certain of the other former limited partners of the Carlyle Holdings Partnerships who became holders of shares of Common Stock in connection with the Conversion were generally required to grant an irrevocable proxy to the Reporting Person (collectively, the “Proxies”). The Proxies empower the Reporting Person at any time prior to the Termination Time (as defined below), in its sole and absolute discretion, to vote or cause to be voted all shares beneficially owned by such holders, and any and all other shares or securities of the Issuer issued or issuable in respect thereof acquired after the date of the Proxies, at every annual or special meeting of the Issuer’s stockholders on all matters in respect of which such shares are entitled to vote (and execute and deliver any written consents in lieu of stockholders meetings). Shares of Common Stock shall cease to be subject to the Proxies to the extent any such holders cease to hold of record or beneficially own such shares, whether as a result of transfer or otherwise.
The Proxies terminate on the earlier of (i) such time as the Reporting Person ceases to have beneficial ownership over Common Stock representing at least 20% of the total voting power of all then outstanding shares of the Issuer’s capital stock entitled to vote generally in the election of directors, and (ii) January 1, 2025 (the “Termination Time”).
General
The Reporting Person may be deemed to hold a controlling interest in the Issuer based on its voting rights pursuant to the Proxies. The Reporting Person’s voting rights may increase or decrease based on the acquisitions or dispositions of Common Stock by persons who have delivered Proxies to the Reporting Person.
The Reporting Person may have discussions with management, the board of directors of the Issuer, and shareholders of the Issuer from time to time. Other than as described in this Item 4, the Reporting Person has no current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Common Stock as to which the 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, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 347,158,899 shares of Common Stock outstanding as of January 1, 2020.
