UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
Leslie's, Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
527064109
(CUSIP Number)
December 31, 2020
(Date of the Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed :
| * | 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 the 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 provision of the Act (however, see the Notes.)
SCHEDULE 13G
| CUSIP No. 527064109 | Page 2 of 9 |
| 1 | NAMES OF REPORTING PERSONS | | |
| GIC Private Limited | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Republic of Singapore | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 45,357,459 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 45,357,459 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 45,357,459 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
24.3% (1) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
| (1) | Based on 186,606,225 shares of Common Stock, par value $0.001 per share, outstanding as of November 30, 2020, according to the Form 10-K filed by the Issuer with the Securities and Exchange Commission (“SEC”) on December 23, 2020. |
SCHEDULE 13G
| CUSIP No. 527064109 | Page 3 of 9 |
| 1 | NAMES OF REPORTING PERSONS | | |
| GIC Special Investments Private Limited | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Republic of Singapore | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 45,357,459 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 45,357,459 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 45,357,459 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
24.3% (1) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
| (1) | Based on 186,606,225 shares of Common Stock, par value $0.001 per share, outstanding as of November 30, 2020, according to the Form 10-K filed by the Issuer with the SEC on December 23, 2020. |
SCHEDULE 13G
| CUSIP No. 527064109 | Page 4 of 9 |
| 1 | NAMES OF REPORTING PERSONS | | |
| Explorer Investment Pte. Ltd. | | |
| | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | | |
| (a)☐ | | |
(b)☐ | | |
| 3 | SEC USE ONLY | | |
| | | |
| | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| Republic of Singapore | | |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 6 | SHARED VOTING POWER | | |
| 45,357,459 | | |
| | |
| 7 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
| | |
| 8 | SHARED DISPOSITIVE POWER | | |
| 45,357,459 | | |
| | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 45,357,459 | | |
| | |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | |
| ☐ | | |
| | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
24.3% (1) | | |
| | |
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
| | |
| (1) | Based on 186,606,225 shares of Common Stock, par value $0.001 per share, outstanding as of November 30, 2020, according to the Form 10-K filed by the Issuer with the SEC on December 23, 2020. |
SCHEDULE 13G
| CUSIP No. 527064109 | Page 5 of 9 |
Leslie's, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
2005 East Indian School Road
Phoenix, AZ 85016
| Item 2(a) | Name of Persons Filing |
GIC Private Limited
GIC Special Investments Private Limited
Explorer Investment Pte. Ltd.
| Item 2(b) | Address of Principal Business Office or, if none, Residence |
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
GIC Private Limited – Republic of Singapore
GIC Special Investments Private Limited – Republic of Singapore
Explorer Investment Pte. Ltd. – Republic of Singapore
| Item 2(d) | Title of Class of Securities |
Common Stock, par value $0.001 per share
527064109
Item 3 | If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Ownership information with respect to GIC Private Limited, GIC Special Investments Private Limited and Explorer Investment Pte. Ltd. is incorporated by reference through items (5) through (9) and (11) of the cover page for each entity.
Explorer Investment Pte. Ltd. shares the power to vote and the power to dispose of all of the shares of Common Stock, par value $0.001 per share, of the Issuer held directly by it with GIC Special Investments Private Limited and GIC Private Limited. GIC Special Investments Private Limited is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited.
| Item 5 | Ownership of Five Percent or Less of a Class |
Not applicable.
| 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 |
Not applicable.
SCHEDULE 13G
| CUSIP No. 527064109 | Page 6 of 9 |
| Item 8 | Identification and Classification of Members of the Group |
Not applicable.
| Item 9 | Notice of Dissolution of Group |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SCHEDULE 13G
| CUSIP No. 527064109 | Page 7 of 9 |
SIGNATURE
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 as of February 16, 2021.
| | GIC PRIVATE LIMITED |
| | | |
| | By: | |
| | Name: | Celine Loh Sze Ling |
| | Title: | Senior Vice President |
| | | |
| | By: | |
| | Name: | Toh Tze Meng |
| | Title: | Senior Vice President |
| | |
| | GIC SPECIAL INVESTMENTS PRIVATE LIMITED |
| | | |
| | By: | |
| | Name: | Chan Hoe Yin |
| | Title: | Director |
| | |
| | EXPLORER INVESTMENT PTE. LTD. |
| | | |
| | By: | /s/ Holger Dirk Michaelis |
| | Name: | Holger Dirk Michaelis |
| | Title: | Director |
SCHEDULE 13G
| CUSIP No. 527064109 | Page 8 of 9 |
LIST OF EXHIBITS
| Exhibit | Description |
| | |
| A | Joint Filing Agreement |
SCHEDULE 13G
| CUSIP No. 527064109 | Page 9 of 9 |
Exhibit A
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of Leslie, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 16, 2021.
| | GIC PRIVATE LIMITED |
| | | |
| | By: | |
| | Name: | Celine Loh Sze Ling |
| | Title: | Senior Vice President |
| | | |
| | By: | |
| | Name: | Toh Tze Meng |
| | Title: | Senior Vice President |
| | |
| | GIC SPECIAL INVESTMENTS PRIVATE LIMITED |
| | | |
| | By: | |
| | Name: | Chan Hoe Yin |
| | Title: | Director |
| | |
| | EXPLORER INVESTMENT PTE. LTD. |
| | | |
| | By: | /s/ Holger Dirk Michaelis |
| | Name: | Holger Dirk Michaelis |
| | Title: | Director |
