0001140361-11-050879.txt : 20111031 0001140361-11-050879.hdr.sgml : 20111031 20111031104359 ACCESSION NUMBER: 0001140361-11-050879 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111021 FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FNB United Corp. CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 SOUTH FAYETTEVILLE STREET STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27204 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBD Cayman, Ltd. CENTRAL INDEX KEY: 0001427002 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166945 BUSINESS ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG HOLDINGS CAYMAN II, L.P. CENTRAL INDEX KEY: 0001459899 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166944 BUSINESS ADDRESS: STREET 1: THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004 FORMER NAME: FORMER CONFORMED NAME: TCG HOLDINGS CAYMAN II LP DATE OF NAME CHANGE: 20090326 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: 000-13823 FILM NUMBER: 111166941 BUSINESS ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG Financial Services, L.P. CENTRAL INDEX KEY: 0001502381 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166942 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP 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 STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Financial Services, Ltd. CENTRAL INDEX KEY: 0001502382 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166943 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP 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 STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Financial Services Harbor, L.P. CENTRAL INDEX KEY: 0001502383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166947 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP 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 STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004-2505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBD Cayman Holdings, Ltd. CENTRAL INDEX KEY: 0001510768 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 111166946 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 3 1 doc1.xml FORM 3 X0204 3 2011-10-21 0 0000764811 FNB United Corp. FNBN 0001502383 Carlyle Financial Services Harbor, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001510768 DBD Cayman Holdings, Ltd. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001427002 DBD Cayman, Ltd. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001459899 TCG HOLDINGS CAYMAN II, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001502382 Carlyle Financial Services, Ltd. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001502381 TCG Financial Services, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 0001475444 TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVENUE, NW WASHINGTON DC 20004-2505 0 0 1 0 Common stock, no par value per share 493031250 D DBD Cayman Holdings, Ltd. is the sole shareholder of DBD Cayman, Ltd., which is the general partner of TCG Holdings Cayman II, L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle Financial Services Harbor, L.P. Each of DBD Cayman Holdings, Ltd., DBD Cayman, Ltd., TCG Holdings Cayman II, L.P., TC Group Cayman Investment Holdings, L.P., Carlyle Financial Services, Ltd. and TCG Financial Services, L.P. may be deemed to share beneficial ownership of the shares of common stock of the issuer and this statement shall not be deemed an admission that such person is the beneficial owner of, or has any pecuniary interest in, such shares for any purpose. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are the ordinary members as well as the directors of DBD Cayman Holdings, Ltd. The ordinary members control DBD Cayman Holdings, Ltd. based on a majority vote. Such individuals expressly disclaim any beneficial ownership of the shares of common stock of the issuer held by Carlyle Financial Services Harbor, L.P. Exhibit 24.1 - Power of Attorney. /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd., the general partner of TCG Financial Services, L.P., the general partner of Carlyle Financial Services Harbor, L.P. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd., the general partner of TCG Holdings Cayman II, L.P. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of Carlyle Financial Services, Ltd., the general partner of TCG Financial Services, L.P. 2011-10-31 /s/ Ann Siebecker, as Attorney-in-Fact for David M. Rubenstein, Director of DBD Cayman Holdings, Ltd., as sole shareholder of DBD Cayman, Ltd., the general partner of TCG Holdings Cayman II, L.P., the General Partner of TC Group Cayman Investment Holdings 2011-10-31 EX-24.1 2 poa1.htm POWER OF ATTORNEY exh241.htm
 
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 Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R. Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao, Ann Siebecker, Andrea Pekala, Tom Mayrhofer, David Willich, Glen Goold, Orit Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, Katey Bogue, James Sloan, 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 Managing Director, 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) TWC Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited partnership; (ii) their respective owners, including without limitation TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership, TCG Employee Co., L.L.C., a Delaware limited liability company, Carlyle Offshore Partners II, Ltd., a Cayman Islands exempted company with limited liability, Carlyle Offshore Partners II Holdings, Ltd., a Cayman Islands exempted company with limited liability, DBD Investors V, L.L.C., a Delaware limited liability company, DBD Investors V Holdings, L.L.C., a Delaware limited liability company, DBD Cayman, Ltd., a Cayman Islands exempted company with limited liability and DBD Cayman Holdings, Ltd., a Cayman Islands exempted company with limited liability; and (iii) the subsidiaries and affiliates of the foregoing in clauses (i) and (ii), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.
 
[Signature Page Follows]
 

 
 
 
 

 
 
 


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2011.
 
 
 
 
                                                                 /s/ David M. Rubenstein
 
                                                                Name:              David M. Rubenstein
 
 
 
 
 
 
 
                      )                                 
 
DISTRICT OF COLUMBIA
 
                      )                                 
 
 
 
 
                      )                                 
 
     On the 11th day of February, 2011, before me personally came and appeared David M. Rubenstein to me known and known to me to be the individual described in and who executed the foregoing instrument and who duly acknowledged to me that he executed the same.
 
 
 
 
 
 
 
           /s/ Jasmine D. Harrell
 
           Notary Public
 
 
 
 
 
 
 
My term expires: February 28, 2014