UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(A) and Amendments
Thereto Filed Pursuant to § 240.13d-2(a)
(Amendment No. 6)*
YRC Worldwide
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
984249607
(CUSIP Number)
The
Carlyle Group
Attention: Jeffrey W. Ferguson
1001 Pennsylvania Avenue NW
Suite 220 South
Washington, DC 20004
(202) 347-2626
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 18, 2014
(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 §§ 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 § 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).
13D
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CUSIP No. 984249607 |
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Page 1 of 20 Pages |
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1 |
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Names of
reporting persons The Carlyle Group L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 2 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Group Management L.L.C. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) OO (Limited Liability Company) |
13D
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CUSIP No. 984249607 |
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Page 3 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Holdings I GP Inc. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
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4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
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10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) CO |
13D
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CUSIP No. 984249607 |
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Page 4 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Holdings I GP Sub L.L.C. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
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9 |
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Sole dispositive power
0 |
|
10 |
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Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) OO (Limited Liability Company) |
13D
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CUSIP No. 984249607 |
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Page 5 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Holdings I L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
|
Sole voting power
0 |
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8 |
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Shared voting power
0 |
|
9 |
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Sole dispositive power
0 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 6 of 20 Pages |
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1 |
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Names of
reporting persons TC Group, L.L.C. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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 |
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Shared voting power
0 |
|
9 |
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Sole dispositive power
0 |
|
10 |
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Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) OO (Limited Liability Company) |
13D
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CUSIP No. 984249607 |
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Page 7 of 20 Pages |
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1 |
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Names of
reporting persons TC Group Sub L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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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 |
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7 |
|
Sole voting power
0 |
|
8 |
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Shared voting power
0 |
|
9 |
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Sole dispositive power
0 |
|
10 |
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Shared dispositive power
0 |
11 |
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Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 8 of 20 Pages |
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1 |
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Names of
reporting persons TC Group CSP II, L.L.C. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person (see
instructions) OO (Limited Liability Company) |
13D
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CUSIP No. 984249607 |
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Page 9 of 20 Pages |
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1 |
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Names of
reporting persons CSP II General Partner, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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 |
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Shared voting power
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
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Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 10 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Strategic Partners II, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 11 of 20 Pages |
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1 |
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Names of
reporting persons CSP II Coinvestment, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person (see
instructions) PN |
13D
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CUSIP No. 984249607 |
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Page 12 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Holdings II GP L.L.C. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person
OO (Delaware limited liability company) |
13D
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CUSIP No. 984249607 |
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Page 13 of 20 Pages |
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1 |
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Names of
reporting persons Carlyle Holdings II L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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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 Québec |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
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Type of reporting person
PN (Québec société en
commandite) |
13D
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CUSIP No. 984249607 |
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Page 14 of 20 Pages |
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1 |
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Names of
reporting persons TC Group Cayman Investment Holdings, L.P. |
2 |
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Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
3 |
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SEC use only
|
4 |
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Source of funds
OO |
5 |
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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 |
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7 |
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Sole voting power
0 |
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8 |
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Shared voting power
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person
PN |
13D
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CUSIP No. 984249607 |
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Page 15 of 20 Pages |
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1 |
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Names of
reporting persons TC Group Cayman Investment Holdings Sub L.P. |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person
PN |
13D
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CUSIP No. 984249607 |
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Page 16 of 20 Pages |
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1 |
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Names of
reporting persons CSP III AIV GP (Cayman), Ltd. |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person
OO (Cayman Islands Exempt Company) |
13D
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CUSIP No. 984249607 |
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Page 17 of 20 Pages |
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1 |
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Names of
reporting persons CSP III AIV General Partner (Cayman), L.P. |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person
PN |
13D
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CUSIP No. 984249607 |
|
Page 18 of 20 Pages |
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1 |
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Names of
reporting persons CSP III AIV (Cayman), L.P. |
2 |
|
Check the appropriate box if a member
of a group (a) ¨ (b) ¨ |
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
0 |
|
9 |
|
Sole dispositive power
0 |
|
10 |
|
Shared dispositive power
0 |
11 |
|
Aggregate amount beneficially owned by each reporting person
0 |
12 |
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
|
Percent of class represented by amount
in Row (11) 0.0% |
14 |
|
Type of reporting person
PN |
13D
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CUSIP No. 984249607 |
|
Page 19 of 20 Pages |
Explanatory Note
This Amendment No. 6 to Schedule 13D (Amendment No. 3) amends the Schedule 13D filed with the Securities and Exchange
Commission on December 9, 2011 (as amended and supplemented to date, the Schedule 13D), relating to the common stock, $0.01 par value (the Common Stock) of YRC Worldwide Inc. (the Issuer).
Item 4. |
Purpose of the Transaction. |
Item 4 is hereby amended and supplemented by the following:
On September 18, 2014, Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P. and CSP III AIV (Cayman), L.P. sold 1,214,080,
71,546 and 1,714,374 shares of Common Stock of the Issuer, respectively, for an aggregate of 3,000,000 shares of Common Stock, in a broker assisted trade at a price of $21.84 per share.
Also on September 18, 2014, Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P. and CSP III AIV (Cayman), L.P. sold 438,332,
25,831 and 618,959 shares of Common Stock of the Issuer, respectively, for an aggregate of 1,083,122 shares of Common Stock, in a broker assisted trade at a price of $22.05 per share.
Except as set forth in this Item 4, as amended and supplemented, the Reporting Persons and Related Persons have no present plans or
proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer. |
Items 5(a) and (b) of the Schedule 13D are hereby amended
and restated in their entirety by inserting the following information:
As of the date hereof and after giving effect to the sale of the
shares of Common Stock as described in Item 4 above, none of the Reporting Persons beneficially owns any shares of Common Stock of the Issuer, and none of the Reporting Persons has or shares the power to vote or to direct the vote, or the power
to dispose or direct the disposition of, any shares of Common Stock of the Issuer.
Item 5(c) of the Schedule 13D is hereby amended by inserting the
following information:
Except as set forth in Item 4 above, none of the Reporting Persons or Related Persons has effected any
transactions in the Common Stock of the Issuer in the past sixty days.
Item 5(e) of the Schedule 13D is hereby amended by inserting the following
information:
On September 18, 2014, following the transactions set forth in Item 4 above, each of the Reporting Persons ceased
to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and restated in its entirety by inserting the following information:
The information set forth in Item 4 above is incorporated herein by reference.
13D
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CUSIP No. 984249607 |
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Page 20 of 20 Pages |
Item 7. |
Material to be Filed as Exhibits. |
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Exhibit Number |
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Description |
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1 |
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Joint Filing Agreement (incorporated by reference to Exhibit 1 of the Schedule 13D filed by the Reporting Persons with the Commission on February 4, 2014). |
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.
Dated: September 22, 2014
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CARLYLE GROUP MANAGEMENT L.L.C. |
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By: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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THE CARLYLE GROUP L.P. |
By: Carlyle Group Management L.L.C., its general partner |
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By: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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CARLYLE HOLDINGS I GP INC. |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CARLYLE HOLDINGS I GP SUB L.L.C. |
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CARLYLE HOLDINGS I L.P. |
by: Carlyle Holdings I GP Sub L.L.C., its general partner
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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TC GROUP, L.L.C. by: Carlyle
Holdings I L.P., its managing member by: Carlyle Holdings I GP Sub L.L.C., its general partner
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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TC GROUP SUB L.P. by: TC
Group, L.L.C., its general partner by: Carlyle Holdings I L.P., its managing member
by: Carlyle Holdings I GP Sub L.L.C., its general partner by:
Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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TC Group CSP II, L.L.C. |
by: TC Group Sub L.P., its managing member
by: TC Group, L.L.C., its general partner by: Carlyle Holdings I
L.P., its managing member by: Carlyle Holdings I GP Sub L.L.C., its general partner
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CSP II General Partner, L.P.
by: TC Group CSP II, L.L.C., its general partner by: TC Group Sub
L.P., its managing member by: TC Group, L.L.C., its general partner
by: Carlyle Holdings I L.P., its managing member by: Carlyle
Holdings I GP Sub L.L.C., its general partner by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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Carlyle Strategic Partners II, L.P.
by: CSP II General Partner, L.P., its general partner by: TC
Group CSP II, L.L.C., its general partner by: TC Group Sub L.P., its managing member
by: TC Group, L.L.C., its general partner by: Carlyle Holdings I
L.P., its managing member by: Carlyle Holdings I GP Sub L.L.C., its general partner
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CSP II Coinvestment, L.P.
by: CSP II General Partner, L.P., its general partner by: TC
Group CSP II, L.L.C., its general partner by: TC Group Sub L.P., its managing member
by: TC Group, L.L.C., its general partner by: Carlyle Holdings I
L.P., its managing member by: Carlyle Holdings I GP Sub L.L.C., its general partner
by: Carlyle Holdings I GP Inc., its managing member |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CARLYLE HOLDINGS II GP L.L.C. |
By: The Carlyle Group L.P., its managing member |
By: Carlyle Group Management L.L.C., its general partner |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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CARLYLE HOLDINGS II L.P. |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. |
By: Carlyle Holdings II L.P., its general partner |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. |
By: TC Group Cayman Investment Holdings, L.P., its general partner |
By: Carlyle Holdings II L.P., its general partner |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel DAniello |
Title: |
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Chairman |
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CSP III AIV GP (Cayman), Ltd. |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CSP III AIV General Partner (Cayman), L.P. |
By: CSP III AIV GP (Cayman), Ltd., its general partner |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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CSP III AIV (CAYMAN), L.P. |
By: CSP III AIV General Partner (Cayman), L.P., its general partner |
By: CSP III AIV GP (Cayman), Ltd., its general partner |
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by: |
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/s/ R. Rainey Hoffman, attorney-in-fact |
Name: |
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Daniel A. DAniello |
Title: |
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Chairman |
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