0000950170-24-083000.txt : 20240711 0000950170-24-083000.hdr.sgml : 20240711 20240711170007 ACCESSION NUMBER: 0000950170-24-083000 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240711 DATE AS OF CHANGE: 20240711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings, L.P. CENTRAL INDEX KEY: 0001475444 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112578 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 Holdings II GP L.L.C. CENTRAL INDEX KEY: 0001548629 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112580 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: Carlyle Holdings II L.L.C. CENTRAL INDEX KEY: 0001548630 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112579 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 Sub L.P. CENTRAL INDEX KEY: 0001548636 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112577 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: CRSEF Lux GP S.a r.l. CENTRAL INDEX KEY: 0002030094 ORGANIZATION NAME: STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112581 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 2, AVENUE CHARLES DE GAULLE CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 2, AVENUE CHARLES DE GAULLE CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRSEF Managing GP, L.P. CENTRAL INDEX KEY: 0002029874 ORGANIZATION NAME: STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112575 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRSEF GP, L.L.C. CENTRAL INDEX KEY: 0002029875 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112576 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRSEF Solis Holdings, L.L.C. CENTRAL INDEX KEY: 0002029921 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112582 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle CRSEF Solis Aggregator, S.C.Sp. CENTRAL INDEX KEY: 0002030096 ORGANIZATION NAME: STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40117 FILM NUMBER: 241112574 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 2, AVENUE CHARLES DE GAULLE CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP STREET 2: 2, AVENUE CHARLES DE GAULLE CITY: LUXEMBOURG STATE: N4 ZIP: L-1653 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Complete Solaria, Inc. CENTRAL INDEX KEY: 0001838987 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (212) 618-1798 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER COMPANY: FORMER CONFORMED NAME: Freedom Acquisition I Corp. DATE OF NAME CHANGE: 20210105 3 1 ownership.xml 3 X0206 3 2024-07-01 0 0001838987 Complete Solaria, Inc. CSLR 0002029921 CRSEF Solis Holdings, L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW SUITE 220 S WASHINGTON DC 20004-2505 false false true false 0002030094 CRSEF Lux GP S.a r.l. C/O THE CARLYLE GROUP INC. 2, AVENUE CHARLES DE GAULLE L-1653 LUXEMBOURG N4 LUXEMBOURG false false true false 0001548629 Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW SUITE 220 S WASHINGTON DC 20004-2505 false false true false 0001548630 Carlyle Holdings II L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW SUITE 220 S WASHINGTON DC 20004-2505 false false true false 0001475444 TC Group Cayman Investment Holdings, L.P. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9008 CAYMAN ISLANDS false false true false 0001548636 TC Group Cayman Investment Holdings Sub L.P. C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9008 CAYMAN ISLANDS false false true false 0002029875 CRSEF GP, L.L.C. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW SUITE 220 S WASHINGTON DC 20004-2505 false false true false 0002029874 CRSEF Managing GP, L.P. C/O THE CARLYLE GROUP INC. 1001 PENNSYLVANIA AVE. NW SUITE 220 S WASHINGTON DC 20004-2505 false false true false 0002030096 Carlyle CRSEF Solis Aggregator, S.C.Sp. C/O THE CARLYLE GROUP INC. 2, AVENUE CHARLES DE GAULLE L-1653 LUXEMBOURG N4 LUXEMBOURG false false true false Warrant (right to buy) 0.01 2023-07-18 2030-07-18 Common Stock 4936483 I See footnote 12.0% Convertible Note due 2029 2024-07-01 2029-07-01 Common Stock 5952381 I See footnote The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, 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 managed by CRSEF Lux GP S.a r.l., 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 sole shareholder of CRSEF Lux GP S.a r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. 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 managed by CRSEF Managing GP, 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 CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp. Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named herein may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. The conversion rate for the convertible notes is initially equal to 595.2381 shares of common stock per $1,000 principal amount due under the convertible notes, subject to customary adjustments. Exhibit 24 - Power of Attorney. Due to the limitations of the electronic filing system, each of 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., and TC Group Sub L.P. are filing a separate Form 3. CRSEF Lux GP S.a r.l., By: /s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager 2024-07-11 Carlyle Holdings II GP L.L.C., By: The Carlyle Group Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Chief Financial Officer 2024-07-11 Carlyle Holdings II L.L.C., By: /s/ Anne Frederick, Attorney-in-fact for John C. Redett, Managing Director 2024-07-11 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 John C. Redett, Managing Director 2024-07-11 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 John C. Redett, Managing Director 2024-07-11 CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President 2024-07-11 CRSEF Managing GP, L.P., By: CRSEF GP, L.L.C., By: /s/ Sanket Patel, Vice President 2024-07-11 Carlyle CRSEF Solis Aggregator, S.C.Sp., By: CRSEF Managing GP, L.P., its GP, By: CRSEF GP, L.L.C., its GP, By: /s/ Sanket Patel, VP and by: CRSEF Lux GP S.a r.l., its GP, By:/s/ Daniel Fischbach, Manager and By: /s/ Sabine Belair, Manager 2024-07-11 CRSEF Solis Holdings, L.L.C., By Carlyle CRSEF Solis Aggregator, SCSp, By CRSEF Managing GP, L.P., its GP, By CRSEF GP, L.L.C., its GP, By /s/ Sanket Patel, VP, and by CRSEF Lux GP Sarl, its GP, By/s/ Daniel Fischbach and By/s/ Sabine Belair, its Managers 2024-07-11 EX-24 2 ck0001838987-ex24.htm EX-24 EX-24

 

 

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, Erica Herberg, Anat Holtzman, Andrew Howlett-Bolton, 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 1st day of October, 2023.

 

 

 

By:

/s/ John C. Redett

Name:

John C. Redett

Title:

Chief Financial Officer