0001140361-12-049042.txt : 20121129 0001140361-12-049042.hdr.sgml : 20121129 20121129142547 ACCESSION NUMBER: 0001140361-12-049042 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121129 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brenneman Greg Dean CENTRAL INDEX KEY: 0001482243 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231349 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAC HOLDINGS INC. CENTRAL INDEX KEY: 0001474735 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 205654756 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: S45 W29290 HIGHWAY 59 CITY: WAUKESHA STATE: WI ZIP: 53187 BUSINESS PHONE: 888 436-3722 MAIL ADDRESS: STREET 1: S45 W29290 HIGHWAY 59 CITY: WAUKESHA STATE: WI ZIP: 53187 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital, LLC CENTRAL INDEX KEY: 0001372939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231356 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Associates GP, LLC CENTRAL INDEX KEY: 0001372940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231352 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Associates, L.P. CENTRAL INDEX KEY: 0001372941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231353 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Investors II, L.P. CENTRAL INDEX KEY: 0001372942 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231355 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Capital Investors (Cayman) II, L.P. CENTRAL INDEX KEY: 0001373028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231354 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Generac Co-Invest, L.P. CENTRAL INDEX KEY: 0001477277 STATE OF INCORPORATION: DE FISCAL YEAR END: 1006 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231351 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CCMP Generac Co-Invest GP, LLC CENTRAL INDEX KEY: 0001477867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1006 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34627 FILM NUMBER: 121231350 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 4 1 doc1.xml FORM 4 X0306 4 2012-11-29 0 0001474735 GENERAC HOLDINGS INC. GNRC 0001372939 CCMP Capital, LLC 245 PARK AVENUE NEW YORK NY 10067 0 0 1 0 0001372942 CCMP Capital Investors II, L.P. 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 0001373028 CCMP Capital Investors (Cayman) II, L.P. C/O WALKERS SERVICES LTD., WALKER HOUSE 87 MARY STREET, GEORGE TOWN GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001372941 CCMP Capital Associates, L.P. 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 0001372940 CCMP Capital Associates GP, LLC 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 0001477277 CCMP Generac Co-Invest, L.P. 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 0001477867 CCMP Generac Co-Invest GP, LLC 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 0001482243 Brenneman Greg Dean C/O CCMP CAPITAL, LLC 245 PARK AVENUE NEW YORK NY 10167 0 0 1 0 Common Stock, par value $0.01 per share 2012-11-29 4 S 0 6400000 32.25 D 33512998 D Common Stock, par value $0.01 per share 2012-11-29 4 S 0 3881149 32.25 D 20314218 D Common Stock, par value $0.01 per share 2012-11-29 4 S 0 517352 32.25 D 2707857 D Common Stock, par value $0.01 per share 2012-11-29 4 S 0 2001499 32.25 D 10475988 D Common Stock, par value $0.01 per share 14935 I See Footnote 5. See Exhibit 99.2. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest. The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) in the aggregate, which were issued to each of them in their capacity as directors of the Issuer. CCMP Capital beneficially owns such shares indirectly as a result of the contractual arrangements among Messrs. Murray, Walsh and McKenna, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and these shares are to be voted or disposed of at the direction of CCMP Capital. See Exhibit 24.1, Exhibit 99.1 and Exhibit 99.2 CCMP Capital, LLC, /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Capital Investors II, L.P., /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Capital Investors (Cayman) II, L.P., /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Capital Associates, L.P., /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Capital Associates GP, LLC, /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Generac Co-Invest, L.P., /s/ Stephen P. Murray, President & CEO 2012-11-29 CCMP Generac Co-Invest GP, LLC, /s/ Stephen P. Murray, President & CEO 2012-11-29 Richard G. Jansen, as attorney in fact for Gregory D. Brenneman, /s/ Richard G. Jansen 2012-11-29 EX-24 2 poa1.htm POWER OF ATTORNEY mm11-2912ccmp_gnrc4e241.htm
 

 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Richard G. Jansen, Allison Bernbach and Nikki Trezza, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto, relating to the securities of Generac Holdings Inc. (the “Company”) in accordance with Section 16(a) and Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 
(3)
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.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 and Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


 
 
 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of November 2012.


 
/s/ Gregory Brenneman
 
Signature
   
 
Gregory Brenneman
 
Print Name
EX-99.1 3 misc1.htm MISCELLANEOUS EXHIBITS mm11-2912ccmp_gnrc4e991.htm
 

 
 
List of Reporting Persons
 

 

 
Names:
 

CCMP Capital, LLC
CCMP Capital Investors II, L.P.
CCMP Capital Investors (Cayman) II, L.P.
CCMP Capital Associates, L.P.
CCMP Capital Associates GP, LLC
CCMP Generac Co-Invest, L.P.
CCMP Generac Co-Invest GP, LLC
Greg Dean Brenneman

Address for each Reporting Person:
c/o 245 Park Avenue
16th Floor
New York, NY 10167
 EX-99.2 4 misc2.htm MISCELLANEOUS EXHIBITS mm11-2912ccmp_gnrc4e992.htm

 
This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. (“CCMP Capital Investors”), (ii) CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman” and together with CCMP Capital Investors, the “CCMP Capital Funds”), (iii) CCMP Capital Associates, L.P. (“CCMP Capital Associates”), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”), the general partner of CCMP Capital Associates, (v) CCMP Generac Co-Invest, L.P. (“Generac Co-Invest”), (vi) CCMP Generac Co-Invest GP, LLC (“Generac Co-Invest GP”), the general partner of Generac Co-Invest, (vii) CCMP Capital, LLC (“CCMP Capital”), the owner of CCMP Capital Associates GP and Generac Co-Invest GP, and (viii) Greg Brenneman (together with the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP, Generac Co-Invest and Generac Co-Invest GP, the “Reporting Persons”), in his capacity as a member of a CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer's common stock beneficially owned by CCMP Capital.  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital beneficially owns the Issuer's common stock reported herein held by the CCMP Capital Funds.  The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds.  Pursuant to Rule 13d-3 under the Exchange Act, each of Generac Co-Invest GP and CCMP Capital beneficially owns the Issuer's common stock reported herein held by Generac Co-Invest, but, except for a de minimis pecuniary interest attributable to Generac Co-Invest GP, such entities have no pecuniary interest in the shares held by Generac Co-Invest.  Pursuant to Rule 13d-3 of the Exchange Act, CCMP Capital beneficially owns the Issuer's common stock reported herein held by Stephen Murray, Timothy Walsh and Stephen McKenna (a former director of the Issuer and a former employee of an affiliate of CCMP Capital) because CCMP Capital has voting and dispositive power over such shares as a result of the contractual arrangements among Messrs. Murray, Walsh and McKenna, the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that such shares are to be held for the benefit of the CCMP Funds and are to be voted or disposed of at the direction of CCMP Capital. The actual pro rata portion of beneficial ownership of any such shares held by Messrs. Murray, Walsh and McKenna that may be deemed attributable to the CCMP Capital Funds is not readily determinable because it is subject to several economic and other variables in the contractual agreements among CCMP Capital and the CCMP Capital Funds. As a consequence of his being a member of a CCMP Capital investment committee, Mr. Brenneman may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the listed shares. The actual pro rata portion of beneficial ownership of any shares that may be deemed attributable to Mr. Brenneman is not readily determinable because it is subject to several variables, including the internal rate of return and vesting of interests within CCMP Capital Associates and the CCMP Capital Funds.  The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.  The amount shown represents the beneficial ownership of the Issuer's common stock held by the Reporting Persons as a group.