0000899243-22-030003.txt : 20220829 0000899243-22-030003.hdr.sgml : 20220829 20220829190225 ACCESSION NUMBER: 0000899243-22-030003 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220817 FILED AS OF DATE: 20220829 DATE AS OF CHANGE: 20220829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Holdings II L.L.C. CENTRAL INDEX KEY: 0001548630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212475 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 FORMER NAME: FORMER CONFORMED NAME: Carlyle Holdings II L.P. DATE OF NAME CHANGE: 20120430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings, L.P. CENTRAL INDEX KEY: 0001475444 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212473 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Group Inc. CENTRAL INDEX KEY: 0001527166 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212469 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202 729 5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 FORMER NAME: FORMER CONFORMED NAME: Carlyle Group L.P. DATE OF NAME CHANGE: 20110801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Holdings II GP L.L.C. CENTRAL INDEX KEY: 0001548629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212468 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP L.P. STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group VI Cayman, L.P. CENTRAL INDEX KEY: 0001838781 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212470 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: (201) 541-2121 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD. CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings Sub L.P. CENTRAL INDEX KEY: 0001548636 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212472 BUSINESS ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: 202-729-5438 MAIL ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CG Subsidiary Holdings L.L.C. CENTRAL INDEX KEY: 0001790577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212474 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group VI Cayman, L.L.C. CENTRAL INDEX KEY: 0001838774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23621 FILM NUMBER: 221212471 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5534 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MKS INSTRUMENTS INC CENTRAL INDEX KEY: 0001049502 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 042277512 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2 TECH DRIVE STREET 2: SUITE 201 CITY: ANDOVER STATE: MA ZIP: 01810 BUSINESS PHONE: 978-645-5500 MAIL ADDRESS: STREET 1: 2 TECH DRIVE STREET 2: SUITE 201 CITY: ANDOVER STATE: MA ZIP: 01810 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-08-17 0 0001049502 MKS INSTRUMENTS INC MKSI 0001527166 Carlyle Group Inc. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001548629 Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001548630 Carlyle Holdings II L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001790577 CG Subsidiary Holdings L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001475444 TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001548636 TC Group Cayman Investment Holdings Sub L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001838774 TC Group VI Cayman, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 0001838781 TC Group VI Cayman, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON DC 20004-2505 0 0 1 0 Common Stock 8482732 I See footnotes Includes 5,180,030 shares held by Carlyle Partners VI Cayman Holdings, L.P., 2,259,743 shares held by CEP IV Participations, S.a r.l. SICAR and 1,042,959 shares held by Gamma Holding Company Limited. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of TC Group VI Cayman, L.L.C., which is the general partner of TC Group VI Cayman, L.P., which is the general partner of Carlyle Partners VI Cayman Holdings, L.P. TC Group Cayman Investment Holdings Sub L.P. is also the sole shareholder of CEP IV Managing GP Holdings, Ltd. and the sole member of CAP IV, L.L.C. CEP IV Managing GP Holdings, Ltd. is the general partner of CEP IV Managing GP, L.P., which is the managing general partner of Carlyle Europe Partners IV, L.P., which is the majority shareholder of CEP IV Participations, S.a r.l. SICAR. CAP IV, L.L.C. is the general partner of CAP IV General Partner, L.P., which is the general partner of Carlyle Asia Partners IV, L.P., which is the majority shareholder of Gamma Holding Company Limited. Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VI Cayman Holdings, L.P., CEP IV Participations, S.a r.l. SICAR and Gamma Holding Company Limited. Each of them disclaims beneficial ownership of such securities. Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system, each of Carlyle Partners VI Cayman Holdings, L.P., CEP IV Managing GP Holdings, Ltd., CEP IV Managing GP, L.P., Carlyle Europe Partners IV, L.P., CEP IV Participations, S.a r.l. SICAR, CAP IV, L.L.C., CAP IV General Partner, L.P., Carlyle Asia Partners IV, L.P. and Gamma Holding Company Limited are filing a separate Form 3. The Carlyle Group Inc., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 2022-08-29 Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 2022-08-29 Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 2022-08-29 CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 2022-08-29 TC Group Cayman Investment Holdings, L.P., By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 2022-08-29 TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: CG Subsidiary Holdings L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Managing Director 2022-08-29 TC Group VI Cayman, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 2022-08-29 TC Group VI Cayman, L.P., By: TC Group VI Cayman L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 2022-08-29 EX-24 2 attachment1.htm EX-24 DOCUMENT
                                                                   EXHIBIT 24

                                POWER OF ATTORNEY

        The undersigned understands that, from time to time, the Carlyle
Companies (defined below) are required to prepare, execute, and file certain
federal and state securities laws filings.

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jeffrey Ferguson, Jeremy Anderson, Chintan Bhatt, Anne
Frederick, Kevin Gasque, Erica Herberg, Anat Holtzman, Joshua Lefkowitz, David
Lobe, Elizabeth Muscarella, Sanket Patel, Robert Rosen, and Catherine Ziobro,
or any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

      (1)  prepare, execute in the name of each Carlyle Company and on behalf
           of each Carlyle Company, and submit to the U.S. Securities and
           Exchange Commission (the "SEC") a Form ID, including amendments
           thereto, and any other documents necessary or appropriate to obtain
           codes and passwords enabling the undersigned to make electronic
           filings with the SEC of Forms D ("Form D") required to be filed in
           accordance with Rule 503 ("Rule 503") promulgated with respect to
           Sections 4(2), 4(6) and 3(b) of the Securities Act of 1933, as
           amended (the "1933 Act") and reports required by Sections 13(d) and
           16(a) of the Securities Exchange Act of 1934, as amended (the "1934
           Act") or any rule or regulation of the SEC;

      (2)  prepare and execute for and on behalf of each Carlyle Company, in
           the undersigned's capacity as a Chairman, authorized person, officer
           and/or director of each Carlyle Company, federal and state
           securities laws filings including without limitation Forms D
           pursuant to Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5
           in accordance with Sections 13(d) and 16(a) of the 1934 Act and the
           rules thereunder;

      (3)  do and perform any and all acts for and on behalf of each Carlyle
           Company that may be necessary or desirable to complete and execute
           any such federal and state securities laws filings including without
           limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5,
           complete and execute any amendment or amendments thereto, and timely
           file such form with the SEC and the securities administrators of any
           state, the District of Columbia, the Commonwealth of Puerto Rico,
           Guam and the United States Virgin Islands or their designees and any
           stock exchange or similar authority; and

      (4)  take any other action of any type whatsoever in connection with the
           foregoing which, in the opinion of such attorney-in-fact, may be of
           benefit to, in the best interest of, or legally required by, the
           undersigned, it being understood that the documents executed by such
           attorney-in-fact on behalf of the undersigned pursuant to this Power
           of Attorney shall be in such form and shall contain such terms and
           conditions as such attorney-in-fact may approve in such attorney-in-
           fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.

       The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act
or Section 13 and Section 16 of the 1934 Act.

        This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an attorney-
in-fact pursuant to this Power of Attorney shall be as valid as if any event
described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of
Attorney and all authority conferred hereby shall be immediately terminated
with respect to such Attorney, and (ii) the undersigned may terminate or revoke
this Power of Attorney at any time.

        For purposes hereof, the "Carlyle Companies" shall consist of: (i)
Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings I GP
Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group,
L.L.C., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG
Subsidiary Holdings L.L.C., TC Group Investment Holdings Limited Partner
L.L.C., TC Group Investment Holdings, L.P., Carlyle Holdings III GP L.P.,
Carlyle Holdings III GP Sub L.L.C., Carlyle Holdings III L.P., TC Group Cayman
L.P., TC Group Sub L.P., TC Group Investment Holdings Sub L.P., TC Group Cayman
Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., TC
Group Cayman, L.P., TC Group Cayman Sub L.P., Five Overseas CG Investment
L.L.C. and (ii) the subsidiaries and affiliates of the foregoing in clause (i),
including without limitation investment funds sponsored directly or indirectly
by one or more of the Carlyle Companies.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of August, 2022.


                                   By:    /s/ Curtis L. Buser
                                          ----------------------------------
                                   Name:  Curtis L. Buser
                                   Title: Chief Financial Officer