0000899243-20-015243.txt : 20200604 0000899243-20-015243.hdr.sgml : 20200604 20200604161537 ACCESSION NUMBER: 0000899243-20-015243 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200604 FILED AS OF DATE: 20200604 DATE AS OF CHANGE: 20200604 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Partners VI Dash Holdings, L.P. CENTRAL INDEX KEY: 0001802268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943105 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20002 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: 20002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CP VI Evergreen Holdings, L.P. CENTRAL INDEX KEY: 0001813962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943106 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: Carlyle Partners VI Evergreen Holdings, L.P. CENTRAL INDEX KEY: 0001802267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943107 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 200 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 200 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group VI, L.P. CENTRAL INDEX KEY: 0001791637 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943108 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, L.L.C. CENTRAL INDEX KEY: 0001791638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943109 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA ANVENE, 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 ANVENE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group VI S1, L.P. CENTRAL INDEX KEY: 0001766496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943110 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) 347-2626 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 S1, L.L.C. CENTRAL INDEX KEY: 0001766541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39310 FILM NUMBER: 20943111 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) 347-2626 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 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: 001-39310 FILM NUMBER: 20943112 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: 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: 001-39310 FILM NUMBER: 20943113 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZoomInfo Technologies Inc. CENTRAL INDEX KEY: 0001794515 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 843721253 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 805 BROADWAY ST STREET 2: SUITE 900 CITY: VANCOUVER STATE: WA ZIP: 98660 BUSINESS PHONE: 800-914-1220 MAIL ADDRESS: STREET 1: 805 BROADWAY ST STREET 2: SUITE 900 CITY: VANCOUVER STATE: WA ZIP: 98660 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-04 0 0001794515 ZoomInfo Technologies Inc. ZI 0001475444 TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH 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., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001766541 TC Group VI S1, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001766496 TC Group VI S1, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001791638 TC Group VI, L.L.C. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001791637 TC Group VI, L.P. C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001802267 Carlyle Partners VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001813962 CP VI Evergreen Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 0001802268 Carlyle Partners VI Dash Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 SOUTH WASHINGTON DC 20004-2505 0 0 1 0 Class B Common Stock 44943347 I See footnotes LLC Units of ZoomInfo Holdings LLC Class A Common Stock 44943347 I See footnotes Class C Common Stock Class A Common Stock 61244198 I See footnotes Carlyle Partners VI Evergreen Holdings, L.P. ("Carlyle Evergreen") is the record holder of the shares reported herein. Carlyle Group Management L.L.C. holds an irrevocable proxy to vote a majority of the shares of The Carlyle Group Inc., which is a publicly traded entity listed on the Nasdaq. The Carlyle Group Inc. is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen Holdings, L.P. ("CP VI Evergreen"), is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen. Cont'd. The Carlyle Group Inc. is also 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 held of record by Carlyle Partners VI Dash Holdings, L.P., 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 member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the general partner of Carlyle Partners VI Dash Holdings, L.P. The LLC Units of ZoomInfo Holdings LLC ("OpCo Units") and an equal number of shares of Class B Common Stock, together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date. The Class C Common Stock may be converted into shares of the Issuer's Class A Common Stock on a one-to-one basis at the discretion of the holder and has no expiration date. Includes 45,193,415 shares held of record by CP VI Evergreen Holdings, L.P. and 16,050,783 shares held of record by Carlyle Partners VI Dash Holdings, L.P. Exhibit 24- Power of Attorney Due to the limitations of the electronic filing system, each of 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., CG Subsidiary Holdings L.L.C., TC Group, L.L.C., TC Group Sub L.P.,Carlyle Holdings II GP L.L.C and Carlyle Holdings II L.L.C. are filing a separate Form 3. TC Group Cayman Investment Holdings, L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 2020-06-04 TC Group Cayman Investment Holdings Sub L.P., By: /s/ Anne Frederick, Attorney-in-fact for Curtis L. Buser, Chief Financial Officer 2020-06-04 TC Group VI S1, L.L.C., By: /s/ Jeremy Anderson, Authorized Person 2020-06-04 TC Group VI S1, L.P., /s/ By: Jeremy Anderson, Authorized Person 2020-06-04 TC Group VI, L.L.C., By: /s/ Jeremy W. Anderson, Authorized Person 2020-06-04 TC Group VI, L.P., By: /s/ Jeremy W. Anderson, Authorized Person 2020-06-04 Carlyle Partners VI Evergreen Holdings, L.P. By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 2020-06-04 CP VI Evergreen Holdings, L.P. By: TC Group VI S1, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 2020-06-04 Carlyle Partners VI Dash Holdings, L.P., By: TC Group VI, L.P., its general partner, By: /s/ Jeremy W. Anderson, Authorized Person 2020-06-04 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, Joanne Cosiol, Anne
Frederick, Kevin Gasque, Erica Herberg, Norma Kuntz, Joshua Lefkowitz, David
Lobe, Karen McMonagle, Aditya Narain, Michelle Reing, Ryan Toteja 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 (the "1933 Act") and reports
           required by Sections 13(d) and 16(a) of the Securities Exchange Act
           of 1934 (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 which 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, L.P., Carlyle Holdings III GP
Management L.L.C., 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 Sub
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 1st day of January, 2020.



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