SC 13G/A

Names of Reporting Persons

The Carlyle Group L.P.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizen or Place of Organization

Delaware

0001193125-17-038235.txt : 20170210 0001193125-17-038235.hdr.sgml : 20170210 20170210160804 ACCESSION NUMBER: 0001193125-17-038235 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170210 DATE AS OF CHANGE: 20170210 GROUP MEMBERS: CARLYLE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS I GP INC. GROUP MEMBERS: CARLYLE HOLDINGS I GP SUB L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS I L.P. GROUP MEMBERS: CARLYLE REALTY III, GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY III, L.P. GROUP MEMBERS: CARLYLE REALTY IV GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY IV, L.P. GROUP MEMBERS: CARLYLE REALTY V GP, L.L.C. GROUP MEMBERS: CARLYLE REALTY V, L.P. GROUP MEMBERS: CORESITE CRP III HOLDINGS (VCOC), LLC GROUP MEMBERS: CORESITE CRP III HOLDINGS, LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS (VCOC I), LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS (VCOC II), LLC GROUP MEMBERS: CORESITE CRP IV HOLDINGS, LLC GROUP MEMBERS: CORESITE CRP V HOLDINGS, LLC GROUP MEMBERS: CRP III AIV GP, L.L.C. GROUP MEMBERS: CRP III AIV GP, L.P. GROUP MEMBERS: CRP IV AIV GP, L.L.C. GROUP MEMBERS: CRP IV AIV GP, L.P. GROUP MEMBERS: CRP IV-A AIV, L.P. GROUP MEMBERS: CRQP III AIV, L.P. GROUP MEMBERS: CRQP IV AIV, L.P. GROUP MEMBERS: TC GROUP SUB L.P. GROUP MEMBERS: TC GROUP, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CoreSite Realty Corp CENTRAL INDEX KEY: 0001490892 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85695 FILM NUMBER: 17593323 BUSINESS ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (866) 777-2673 MAIL ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 500 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Carlyle Group L.P. CENTRAL INDEX KEY: 0001527166 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 452832612 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A 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 SC 13G/A 1 d307178dsc13ga.htm SC 13G/A SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

CoreSite Realty Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21870Q105

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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ITEM 1.

(a) Name of Issuer:

CoreSite Realty Corporation (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

1001 17th Street, Suite 500

Denver, CO, 80202

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carlyle Group Management L.L.C.

The Carlyle Group L.P.

Carlyle Holdings I GP Inc.

Carlyle Holdings I GP Sub L.L.C.

Carlyle Holdings I L.P.

TC Group, L.L.C.

TC Group Sub L.P.

Carlyle Realty V GP, L.L.C.

Carlyle Realty V, L.P.

CoreSite CRP V Holdings, LLC

Carlyle Realty III, GP, L.L.C.

Carlyle Realty III, L.P.

CoreSite CRP III Holdings, LLC

Carlyle Realty IV GP, L.L.C.

Carlyle Realty IV, L.P.

CoreSite CRP IV Holdings, LLC

CRP IV AIV GP, L.L.C.

CRP IV AIV GP, L.P.

CRQP IV AIV, L.P.

CRP IV-A AIV, L.P.

CoreSite CRP IV Holdings (VCOC II), LLC

CoreSite CRP IV Holdings (VCOC I), LLC

CRP III AIV GP, L.L.C.

CRP III AIV GP, L.P.

CRQP III AIV, L.P.

CoreSite CRP III Holdings (VCOC), LLC


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(b)

Address of Principal Business Office:

The address for each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505.

(c)

Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized in the state of Delaware.

(d)

Title of Class of Securities:

Common stock, par value $0.01 per share (“Common Stock”)

(e)

CUSIP Number:

21870Q105

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of shares of Common Stock as of December 31, 2016, assuming that all limited partnership units of CoreSite, L.P. (“OP Units”) owned by the Reporting Persons are converted on a one-for-one basis into shares of Common Stock. Under the limited partnership agreement governing CoreSite, L.P., OP Units may be redeemed for cash or, at the election of the Issuer, for shares of Common Stock on a one-for-one basis. The percent of class presented below is based upon 33,895,155 shares of Common Stock outstanding as of October 26, 2016.


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Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Carlyle Group Management L.L.C.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
The Carlyle Group L.P.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
Carlyle Holdings I GP Inc.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
Carlyle Holdings I GP Sub L.L.C.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
Carlyle Holdings I L.P.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
TC Group, L.L.C.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
TC Group Sub L.P.		13,775,390		28.9	%		0		13,775,390		0		13,775,390
Carlyle Realty V GP, L.L.C.		5,875,218		14.8	%		0		5,875,218		0		5,875,218
Carlyle Realty V, L.P.		5,875,218		14.8	%		0		5,875,218		0		5,875,218
CoreSite CRP V Holdings, LLC		5,875,218		14.8	%		0		5,875,218		0		5,875,218
Carlyle Realty III, GP, L.L.C.		3,391,412		9.1	%		0		3,391,412		0		3,391,412
Carlyle Realty III, L.P.		3,391,412		9.1	%		0		3,391,412		0		3,391,412
CoreSite CRP III Holdings, LLC		3,391,412		9.1	%		0		3,391,412		0		3,391,412
Carlyle Realty IV GP, L.L.C.		2,376,703		6.6	%		0		2,376,703		0		2,376,703
Carlyle Realty IV, L.P.		2,376,703		6.6	%		0		2,376,703		0		2,376,703
CoreSite CRP IV Holdings, LLC		2,376,703		6.6	%		0		2,376,703		0		2,376,703
CRP IV AIV GP, L.L.C.		1,445,042		4.1	%		0		1,445,042		0		1,445,042
CRP IV AIV GP, L.P.		1,445,042		4.1	%		0		1,445,042		0		1,445,042
CRQP IV AIV, L.P.		1,040,295		3.0	%		0		1,040,295		0		1,040,295
CRP IV-A AIV, L.P.		404,747		1.2	%		0		404,747		0		404,747
CoreSite CRP IV Holdings (VCOC II), LLC		1,040,295		3.0	%		0		1,040,295		0		1,040,295
CoreSite CRP IV Holdings (VCOC I), LLC		404,747		1.2	%		0		404,747		0		404,747
CRP III AIV GP, L.L.C.		687,015		2.0	%		0		687,015		0		687,015
CRP III AIV GP, L.P.		687,015		2.0	%		0		687,015		0		687,015
CRQP III AIV, L.P.		687,015		2.0	%		0		687,015		0		687,015
CoreSite CRP III Holdings (VCOC), LLC		687,015		2.0	%		0		687,015		0		687,015

CoreSite CRP III Holdings, LLC, CoreSite CRP III Holdings (VCOC), LLC, CoreSite CRP IV Holdings, LLC, CoreSite CRP IV Holdings (VCOC I), LLC, CoreSite CRP IV Holdings (VCOC II), LLC and CoreSite CRP V Holdings, LLC are the record holders of 3,391,412, 687,015, 2,376,703, 404,747, 1,040,295 and 5,875,218 OP Units, respectively.

Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general


CUSIP No. 21870Q105		Schedule 13G		Page 31 of 38

partner of TC Group Sub L.P., which is the managing member of each of Carlyle Realty III GP, L.L.C., CRP III AIV GP, L.L.C., Carlyle Realty IV GP, L.L.C., CRP IV AIV GP, L.L.C. and Carlyle Realty V GP, L.L.C.

Carlyle Realty III GP, L.L.C. is the general partner of Carlyle Realty III, L.P. which is the managing member of CoreSite CRP III Holdings, LLC. CRP III AIV GP, L.L.C. is the general partner of CRP III AIV GP, L.P., which is the general partner of CRQP III AIV, L.P., which is the managing member of CoreSite CRP III Holdings (VCOC), LLC.

Carlyle Realty IV GP, L.L.C. is the general partner of Carlyle Realty IV, L.P., which is the managing member of CoreSite CRP IV Holdings, LLC. CRP IV AIV GP, L.L.C. is the general partner of CRP IV AIV GP, L.P., which is the general partner of each of CRP IV-A AIV, L.P. and CRQP IV AIV, L.P., which are the managing members of CoreSite CRP IV Holdings (VCOC I), LLC and CoreSite CRP IV Holdings (VCOC II), LLC, respectively.

Carlyle Realty V GP, L.L.C. is the general partner of Carlyle Realty V, L.P., which is the managing member if CoreSite CRP V Holdings, LLC.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable


CUSIP No. 21870Q105		Schedule 13G		Page 31 of 38

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.

Date: February 10, 2017


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

THE CARLYLE GROUP L.P.
By: Carlyle Group Management L.L.C., its general partner

By:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CARLYLE HOLDINGS I GP INC.

By:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CARLYLE HOLDINGS I GP SUB L.L.C.
By: Carlyle Holdings I GP Inc., its managing member

By:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

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

By:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman


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TC GROUP, L.L.C.
By: Carlyle Holdings I L.P., its managing member

By:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman

TC GROUP SUB L.P.
By: TC Group, L.L.C., its general partner
By: Carlyle Holdings I L.P., its managing member

By:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman

CARLYLE REALTY V GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman

CARLYLE REALTY V, L.P.
By Carlyle Realty V GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman


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CORESITE CRP V HOLDINGS, LLC
By: Carlyle Realty V, L.P., its managing member
By Carlyle Realty V GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman



CARLYLE REALTY III, GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman



CARLYLE REALTY III, L.P.
By: Carlyle Realty III, GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman



CORESITE CRP III HOLDINGS, LLC
By: Carlyle Realty III, L.P., its managing member
By: Carlyle Realty III, GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman


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CRP III AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CRP III AIV GP, L.P.
By: CRP III AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CRQP III AIV, L.P.
By: CRP III AIV GP, L.P., its general partner
By: CRP III AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CORESITE CRP III HOLDINGS (VCOC), LLC
By: CRQP III AIV, L.P., its managing member
By: CRP III AIV GP, L.P., its general partner
By: CRP III AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman


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CARLYLE REALTY IV GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman



CARLYLE REALTY IV, L.P.
By: Carlyle Realty IV GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman



CORESITE CRP IV HOLDINGS, LLC
By: Carlyle Realty IV, L.P., its managing member
By: Carlyle Realty IV GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman



CRP IV AIV GP, 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:		/s/ Daniel D’Aniello

Name:		Daniel D’Aniello
Title:		Chairman


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CRP IV AIV GP, L.P.
By: CRP IV AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CRP IV-A AIV, L.P.
By: CRP IV AIV GP, L.P. , its general partner
By: CRP IV AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CoreSite CRP IV Holdings (VCOC I), LLC
By: CRQP IV AIV, L.P., its managing member
By: CRP IV AIV GP, L.P., its general partner
By: CRP IV AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman

CRQP IV AIV, L.P.
By: CRP IV AIV GP, L.P., its general partner
By: CRP IV AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman


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CORESITE CRP IV HOLDINGS (VCOC II), LLC
By: CRQP IV AIV, L.P. , its managing member
By: CRP IV AIV GP, L.P., its general partner
By: CRP IV AIV GP, 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:		/s/ Daniel D’Aniello
Name:		Daniel D’Aniello
Title:		Chairman


CUSIP No. 21870Q105		Schedule 13G		Page 38 of 38

LIST OF EXHIBITS


Exhibit No.		Description

24		Power of Attorney

99		Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 14, 2013).

EX-24 2 d307178dex24.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 Joanne Cosiol and Anne Frederick, or either 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), 13(f), 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, 5, and 13F in accordance with Sections 13(d), 13(f), 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, 5, and 13F, 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 L.P., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., Carlyle Holdings II GP L.L.C., Carlyle Holdings II 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 L.L.C., TC Group Investment Holdings, L.P., TC Group Cayman Investment Holdings 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. 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 8th day of February 2017.


/s/ Daniel A. D’Aniello
Name:		Daniel A. D’Aniello
Title:		Chairman