<SEC-DOCUMENT>0001575201-14-000002.txt : 20140214
<SEC-HEADER>0001575201-14-000002.hdr.sgml : 20140214
<ACCEPTANCE-DATETIME>20140214142235
ACCESSION NUMBER: 0001575201-14-000002
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20140214
DATE AS OF CHANGE: 20140214
GROUP MEMBERS: BCIP ASSOCIATES-G
GROUP MEMBERS: BCIP TCV, LLC
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Quintiles Transnational Holdings Inc.
CENTRAL INDEX KEY: 0001478242
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 271341991
STATE OF INCORPORATION: NC
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-87907
FILM NUMBER: 14614738
BUSINESS ADDRESS:
STREET 1: 4820 EMPEROR BLVD.
CITY: DURHAM
STATE: NC
ZIP: 27703
BUSINESS PHONE: 919-998-2000
MAIL ADDRESS:
STREET 1: 4820 EMPEROR BLVD.
CITY: DURHAM
STATE: NC
ZIP: 27703
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Bain Capital Integral Investors 2008, L.P.
CENTRAL INDEX KEY: 0001575201
IRS NUMBER: 980562694
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-516-20000
MAIL ADDRESS:
STREET 1: C/O BAIN CAPITAL INVESTORS, LLC
STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON ST
CITY: BOSTON
STATE: MA
ZIP: 02116
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>Quintiles13G.txt
<DESCRIPTION>FORM SC-13G FOR BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P., ET. AL FOR A POSITION IN QUINTILES TRANSNATIONAL HOLDINGS, INC.
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
Quintiles Transnational Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
74876Y101
(CUSIP Number)
December 31, 2013
(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)
[X] 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 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).
CUSIP No. 74876Y101
13G
Page 2 of 10 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP Associates - G
EIN No.: 20-2194543
2.
(a) [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5.
SOLE VOTING POWER
3,348 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
3,348 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,348 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.01%
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 74876Y101
13G
Page 3 of 10 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BCIP TCV, LLC
EIN No.: 06-1665410
2.
(a) [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
58,757 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
58,757 Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,757 Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.04 %
12.
TYPE OF REPORTING PERSON
PN
CUSIP No. 74876Y101
13G
Page 4 of 10 Pages
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bain Capital Integral Investors 2008, L.P.
EIN No.: 98-0562694
2.
(a) [X]
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(b) [ ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
5.
SOLE VOTING POWER
23,888,161 Shares
6.
SHARED VOTING POWER
0
7.
SOLE DISPOSITIVE POWER
23,888,161Shares
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,888,161Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.53 %
12.
TYPE OF REPORTING PERSON
PN
Item 1(a). Name of Issuer
The name of the issuer to which this filing on
Schedule 13G relates is Quintiles Transnational Holdings,
Inc. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices
The principal executive offices of the Company
are located at 4820 Emperor Boulevard, Durham, North Carolina 27703.
Item 2(a). Name of Person Filing
This statement is being filed on behalf of the following
(collectively, the "Reporting Persons"):
(1) BCIP Associates - G, a Delaware general partnership ("BCIP-G"),
(2) BCIP TCV, LLC, a Delaware limited liability company
("BCIP TCV"), and (3) Bain Capital Integral Investors 2008, L.P.,
a Cayman Islands exempted limited partnership ("Integral Investors").
Bain Capital Investors, LLC, a Delaware limited liability
company ("BCI") is the managing partner of BCIP-G. BCI is the
administrative member of BCIP TCV. BCI is the general partner of
Integral Investors.
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 14, 2014, pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
Item 2(b). Address of Principal Business Office or,
if none, Residence
The principal business address of each of the Reporting
Persons is John Hancock Tower, 200 Clarendon Street, Boston MA 02116.
Item 2(c). Citizenship
Each of BCIP-G, BCIP TCV, and BCI is organized under the
laws of the State of Delaware. Integral Investors is organized
under the laws of the Cayman Islands.
Item 2(d). Title of Class of Securities
The class of equity securities of the Company to which this
filing on Schedule 13G relates is Common Stock, par value $0.01
per share ("Common Stock").
Item 2(e). CUSIP Number
The CUSIP number of the Company's Common Stock is 74876Y101.
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing
is a: Not applicable.
(a) [ ] Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 73c).
(c) [ ] Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
Section 13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund
in accordance with Section 240.13d 1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the
definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
[ ] If this statement is filed pursuant to
Section 240.13d-1(c), check this box.
Item 4. Ownership
Item 4(a). Amount beneficially owned
This Schedule 13G is being filed on behalf of the Reporting Persons.
As of the close of business on December 31, 2013, the following shares
were held by the Reporting Persons:
BCIP-G owned 3,348 shares of Common Stock of the Company, representing
less than 0.01% of the Company's outstanding shares of Common Stock.
BCIP TCV owned 58,757 shares of Common Stock of the Company,
representing approximately 0.04% of the Company's outstanding
shares of Common Stock.
Integral Investors owned 23,888,161 shares of Common Stock of the Company,
representing approximately 18.53% of the Company's outstanding shares of
Common Stock.
As a result of the foregoing and the relationships described in
Item 2(a), the Reporting Persons may be deemed to beneficially own in
the aggregate 23,950,266 shares of Common Stock of the Company, representing,
in the aggregate, 18.58% of the Company's outstanding shares of Common
Stock. The percentage of the Company's outstanding shares of Common Stock
held by the Reporting Persons is based on 129,842,707 shares of Common
Stock of the Company outstanding as reported in the Company's Form 10-K
filed with the Securities and Exchange Commission on February 13, 2014.
The Reporting Persons are party to a Shareholders Agreement, dated
as of January 22, 2008 (as supplemented and amended, the "Shareholders
Agreement") with Dennis B. Gillings, Susan Gillings Gross, Gillings Family
Limited Partnership, GFEG Limited Partnership, The Gillings Family Foundation,
GF Investment Associates LP, TPG Quintiles Holdco, L.P., TPG Quintiles
Holdco II, L.P., TPG Quintiles Holdco III, L.P., TPG Quintiles Holdco
IV, L.P., 3i Growth Healthcare Fund 2008 L.P., 3i U.S. Growth Partners
L.P., 3i Growth Capital (USA) M L.P., 3i Growth Capital (USA) E L.P.
and 3i Growth Capital (USA) P L.P. The Shareholders Agreement
requires the shareholders party thereto to vote their shares of
Common Stock for directors that are designated in accordance
with the provisions set forth therein. As a result, the foregoing
persons may be deemed to be a group for purposes of Section 13(d)
under the Securities Exchange Act of 1934. As of December 31, 2013,
based on publicly available information, such persons collectively
own 85,335,507 shares of Common Stock (including 1,000,000 shares
underlying stock options that vest within 60 days), or 65.2% of
the outstanding shares of Common Stock (assuming the exercise of
such options). Each Reporting Person disclaims beneficial ownership
of the shares of Common Stock held by any person other than such
Reporting Person.
Item 4(b). Percent of Class
See Item 4(a) hereof.
Item 4(c). Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
BCIP-G 3,348
BCIP TCV 58,757
Integral Investors 23,888,161
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
BCIP-G 3,348
BCIP TCV 58,757
Integral Investors 23,888,161
(iv) shared power to dispose or to direct the disposition of: 0
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
See Item 4(a) above.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this Statement is true, complete and correct.
Dated: February 14, 2014
BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner
BCIP TCV, LLC
By: Bain Capital Investors, LLC,
its administrative member,
BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P.
By: Bain Capital Investors, LLC,
its administrative member,
By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director
Exhibit A
Agreement Regarding the Joint Filing of Schedule 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule
13G/A to which this Exhibit is attached, and such Schedule 13G/A is
filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G/A and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or
accuracy of the information concerning the other persons making the
filing, unless such person knows or has reason to believe that such
information is inaccurate.
Dated: February 14, 2014
BCIP ASSOCIATES-G
By Bain Capital Investors, LLC,
its managing partner
BCIP TCV, LLC
By: Bain Capital Investors, LLC,
its administrative member,
BAIN CAPITAL INTEGRAL INVESTORS 2008, L.P.
By: Bain Capital Investors, LLC,
its administrative member,
By: _/s/ Michael D. Ward
Michael D. Ward
Managing Director
Page 16 of 9 Pages
3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>