0000898432-11-000670.txt : 20110516
0000898432-11-000670.hdr.sgml : 20110516
20110516163945
ACCESSION NUMBER: 0000898432-11-000670
CONFORMED SUBMISSION TYPE: 13F-HR
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110331
FILED AS OF DATE: 20110516
DATE AS OF CHANGE: 20110516
EFFECTIVENESS DATE: 20110516
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TCG HOLDINGS LLC
CENTRAL INDEX KEY: 0001022596
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: 13F-HR
SEC ACT: 1934 Act
SEC FILE NUMBER: 028-12410
FILM NUMBER: 11847662
BUSINESS ADDRESS:
STREET 1: C/O CARLYLE GROUP
STREET 2: 1001 PENNSYLVANIA AVE., NW, STE. 220 S
CITY: WASHINGTON
STATE: DC
ZIP: 20004-2505
BUSINESS PHONE: 2023472626
13F-HR
1
a13fhr.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F
FORM 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: March 31, 2011
-------------------
Check here if Amendment [ ]; Amendment Number:
----------------
This Amendment (Check only one.): [ ] is a restatement.
[ ] adds new holdings entries.
Institutional Investment Manager filing this Report:
Name: TCG Holdings, L.L.C.
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Address: c/o The Carlyle Group
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1001 Pennsylvania Avenue, NW
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Suite 220 S.
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Washington, DC 20004-2505
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Form 13F File Number: 28- 12410
----------------
The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.
Person Signing this Report on Behalf of Reporting Manager:
Name: David M. Rubenstein
Title: Managing Director
Phone: 202-729-5626
Signature, Place, and Date of Signing:
/s/ R. Rainey Hoffman as Attorney-
in-Fact for David M. Rubenstein* Washington, DC May 16, 2011
----------------------------------- -------------------- ----------------
Signature City, State Date
*Signed pursuant to a Power Of Attorney dated February 11, 2011, included as an
exhibit to this Form 13F-HR filed with the Securities and Exchange Commission by
TCG Holdings, L.L.C.
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and
all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for
this reporting manager are reported in this report and a portion are
reported by other reporting manager(s).)
List of Other Managers Reporting for this Manager: NONE
Form 13F File Number Name
28-
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FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 1
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Form 13F Information Table Entry Total: 8
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Form 13F Information Table Value Total: $216,777
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(thousands)
List of Other Included Managers:
Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.
No. Form 13F File Number Name
1 28- 12429 Carlyle Investment Management L.L.C.
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FORM 13-F INFORMATION TABLE
COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
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VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
-----------------------------------------------------------------------------------------------------------------------------------
Abitibibowater Inc Com 003687209 $1,227 45,676 SH -- Shared-Defined 1 45,676
Charter Cl A 16117M305 $256 5,060 SH -- Shared-Defined 1 5,060
Communications Inc D
Com
Fairpoint 305560302 $577 34,202 SH -- Shared-Defined 1 34,202
Communications Inc
Lear Corp Com 521865204 $9,613 196,709 SH -- Shared-Defined 1 196,709
Lyondellbasell SHS - A - N53745100 $2,169 54,848 SH -- Shared-Defined 1 54,848
Industries N
SPDR Series Trust S&P Homebuild 78464A888 $273 15,000 SH -- Shared-Defined 1 15,000
Time Warner Cable Inc Com 88732J207 $440 6,166 SH -- Shared-Defined 1 6,166
Triumph Group Inc Com 896818101 $202,222 2,286,291 SH -- Shared-Defined 1 2,286,291
LIST OF EXHIBITS
Exhibit No. Description
99 Power of Attorney
EX-99
2
poa.txt
EXHIBIT 99
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.
5
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]
6
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