Carlyle Group Amends QuidelOrtho Stake Filing

TL;DR

Carlyle Group updated its 13D on QuidelOrtho. Ownership details to follow.

AI Summary

Carlyle Group Inc. filed an amendment to its Schedule 13D on November 21, 2024, related to its holdings in QuidelOrtho Corp. The filing indicates a change in beneficial ownership, with Carlyle Group Inc. and its affiliates holding a significant stake in the company. Specific details on the exact percentage or number of shares are not immediately available in this header information.

Why It Matters

This filing signals a potential shift in control or influence for QuidelOrtho Corp., as a major investment firm like Carlyle Group updates its ownership disclosures.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate strategic shifts or potential future actions that could impact the company's stock price.

Key Players & Entities

• Carlyle Group Inc. (company) — Filing entity
• QuidelOrtho Corp (company) — Subject company
• CARLYLE HOLDINGS II GP L.L.C. (company) — Group member
• CARLYLE PARTNERS VI CAYMAN HOLDINGS, L.P. (company) — Group member

FAQ

Key Financial Figures

• $0.001 — relating to the common stock, par value $0.001 per share (the “Common Stock&rdqu
• $35.314 — 83 shares of Common Stock at a price of $35.314 per share (the “Secondary Offerin

Filing Documents

• formsc13da.htm (SC 13D/A) — 261KB
• 0001493152-24-047190.txt ( ) — 263KB

Purpose of Transaction

Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Underwriting

Underwriting Agreement On November 19, 2024, the Issuer, Carlyle Partners VI Cayman Holdings, L.P. (“Carlyle Partners VI Cayman”) and Goldman Sachs & Co. LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Underwriter agreed to purchase from Carlyle Partners VI Cayman, subject to and upon the terms and conditions set forth therein, 8,260,183 shares of Common Stock at a price of $35.314 per share (the “Secondary Offering”). On November 21, 2024, the Secondary Offering closed. The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference. Termination of Principal Stockholders Agreement Upon consummation of the Secondary Offering and in accordance with the terms of the Principal Stockholders Agreement, dated as of December 22, 2021, by and among Coronado Topco, Inc., Quidel Corporation, Ortho Clinical Diagnostics Holdings plc and Carlyle Partners VI Cayman (the “Principal Stockholders Agreement”), (i) each of James R. Prutow and Robert R. Schmidt, who served as the designees of Carlyle Partners VI Cayman to the Issuer’s board of directors (the “Board”), resigned as members of Board; and (ii) the Principal Stockholders Agreement terminated pursuant to its terms (other than with respect to certain surviving rights to indemnification).

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) – (b) This amendment to Schedule 13D is being filed on behalf of the Reporting Persons to report that, as of November 21, 2024, the Reporting Persons do not beneficially own any shares of Common Stock. CUSIP No. 219798105 13D Page 11 of 12 pages (c) During the past 60 days, none of the Reporting Persons or the Related Persons have effected any transactions in the Common Stock, other than as described in Item 4 above. (d) None. (e) As of November 21, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of this agreement is attached as an exhibit hereto and incorporated herein by reference. Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit Number Description 5 Underwriting Agreement, dated as of November 19, 2024, by and among the Issuer, Carlyle Partners VI Cayman Holdings, L.P. and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed by the Issuer on November 21, 2024). CUSIP No. 219798105 13D Page 12 of 12 pages

SIGNATURES

SIGNATURES 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 : November 21, 2024 The Carlyle Group Inc. By: /s/ Anne Frederick, attorney-in-fact Name: John C. Redett Title: Chief Financial Officer Carlyle Holdings II GP L.L.C. By: The Carlyle Group Inc., its sole member By: /s/ Anne Frederick, attorney-in-fact Name: John C. Redett Title: Chief Financial Officer Carlyle Holdings II L.L.C. By: /s/ Anne Frederick, attorney-in-fact Name: John C. Redett Title: Managing Director CG Subsidiary Holdings L.L.C. By: /s/ Anne Frederick, attorney-in-fact Name: John C. Redett Title: Managing Director TC Group Cayman Investment Holdings, L.P. By: CG Subsidiary Holdings L.L.C., its general partner By: /s/ Anne Frederick, attorney-in-fact Name: John C. Redett Title: Managing Director 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 Name: John C. Redett Title: Managing Director TC Group VI Cayman, L.L.C. By: /s/ Robert Rosen Name: Robert Rosen Title: Vice President TC Group VI Cayman, L.P. By: TC Group VI Cayman, L.L.C., its general partner By: /s/ Robert Rosen Name: Robert Rosen Title: Vice President Carlyle Partners VI Cayman Holdings, L.P. By: TC Group VI Cayman, L.P., its general partner By: TC Group VI Cayman, L.L.C., its general partner By: /s/ Robert Rosen Name: Robert Rosen Title: Vice President

View Full Filing

View this SC 13D/A filing on SEC EDGAR