0000898432-12-000205.txt : 20120214
0000898432-12-000205.hdr.sgml : 20120214
20120214125334
ACCESSION NUMBER: 0000898432-12-000205
CONFORMED SUBMISSION TYPE: 13F-HR
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111231
FILED AS OF DATE: 20120214
DATE AS OF CHANGE: 20120214
EFFECTIVENESS DATE: 20120214
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: DBD Cayman Holdings, Ltd.
CENTRAL INDEX KEY: 0001510768
IRS NUMBER: 000000000
STATE OF INCORPORATION: F3
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 13F-HR
SEC ACT: 1934 Act
SEC FILE NUMBER: 028-14166
FILM NUMBER: 12606756
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
13F-HR
1
a13f-hr.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: December 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: DBD Cayman Holdings, Ltd.
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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- 14166
------------------------
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
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Title: Ordinary Member
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Phone: 202-729-5626
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Signature, Place, and Date of Signing:
/s/ R. Rainey Hoffman as Attorney- Washington, DC February 14, 2012
in-Fact for David M. Rubenstein* ------------------ ---------------------
--------------------------------------
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
DBD Cayman Holdings, Ltd.
**DBD Cayman Holdings, Ltd. (the "Reporting Manager") does not serve as adviser
to all of the owners of, or have formal investment discretion with respect to,
the securities in the indicated row, but may be deemed to be part of a group of
affiliated persons exercising investment discretion with respect to such
securities. The filing of this report shall not be deemed an admission, for
purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules thereunder, or for any
other purpose, that the Reporting Manager or any other manager with respect to
the securities listed herein exercises investment discretion or is a member of,
or is otherwise affiliated with, such a group with respect to such securities.
Reference is made, where relevant, to reports filed under Sections 13(d), 13(g)
and 16(a) of the Exchange Act for additional information with respect to such
beneficial ownership and/or pecuniary interest of the Reporting Manager, any
other manager with which it may share or be deemed to share investment
discretion, and related entities. The filing of this report shall not be deemed
an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the
Exchange Act, as amended, and the rules thereunder, or for any other purpose,
that the Reporting Manager or any other person is the beneficial owner of any
securities.
[ 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-
-------------------- ------------------------------
FORM 13F SUMMARY PAGE
Report Summary:
Number of Other Included Managers: 1
------------------------------
Form 13F Information Table Entry Total: 25
------------------------------
Form 13F Information Table Value Total: $7,575,347
------------------------------
(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.
------- ----------------------- -------------------------------------
FORM 13-F INFORMATION TABLE
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COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
NAME OF ISSUER CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE
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BankUnited Inc Com 06652K103 $166,424 7,568,158 SH -- Shared-Defined 1 7,568,158
Booz Allen Hamilton Cl A 099502106 $13,800 800,000 SH -- Shared-Defined 1 800,000
Hldg Cor
Boston Private Finl Com 101119105 $61,583 7,756,022 SH -- Shared-Defined 1 7,756,022
Hldgs In
Central Pac Finl Corp Com 154760409 $122,263 9,463,095 SH -- Shared-Defined 1 9,463,095
Charter Cl A 16117M305 $133,306 2,341,169 SH -- Shared-Defined 1 2,341,169
Communications Inc D
China Recycling Com 168913101 $14,959 12,465,938 SH -- Shared-Defined 1 12,465,938
Energy Corp
Cobalt Intl Energy Com 19075F106 $697,124 44,917,790 SH -- Shared-Defined 1 44,917,790
Inc
Concord Med Svcs Sponsored ADR 206277105 $28,179 8,724,233 SH -- Shared-Defined 1 8,724,233
Hldgs Ltd
Dana Hldg Corp Com 235825205 $15,039 1,237,800 SH -- Shared-Defined 1 1,237,800
F N B United Corp Com 302519103 $63,108 4,930,313 SH -- Shared-Defined 1 4,930,313
Freescale SHS Old G3727Q101 $2,481,132 196,136,895 SH -- Shared-Other** 1 196,136,895
Semiconductor Hldg
Hampton Roads Com 409321502 $21,566 7,870,693 SH -- Shared-Defined 1 7,870,693
Bankshares Inc
Hertz Global Com 42805T105 $69,145 5,899,719 SH -- Shared-Defined 1 5,899,719
Holdings Inc
Kinder Morgan Inc Del Com 49456B101 $1,648,599 51,246,481 SH -- Shared-Defined 1 51,246,481
Lear Corp Com 521865204 $24,663 619,680 SH -- Shared-Defined 1 619,680
Lyondellbasell SHS - A - N53745100 $71,667 2,205,825 SH -- Shared-Defined 1 2,205,825
Industries N
Nielsen Holdings N V Com N63218106 $1,635,781 55,095,354 SH -- Shared-Defined 1 55,095,354
Niska Gas Storage Unit Ltd Liabi 654678101 $151,061 16,992,245 SH -- Shared-Defined 1 16,992,245
Partners L
RTI Intl Metals Inc Com 74973W107 $47,154 2,031,615 SH -- Shared-Defined 1 2,031,615
Solutia Inc Com 834376501 $50,461 2,920,180 SH -- Shared-Defined 1 2,920,180
Superior Energy Svcs Com 868157108 $26,021 914,934 SH -- Shared-Defined 1 914,934
Inc
TRW Automotive Hldgs Com 87264S106 $6,559 201,200 SH -- Shared-Defined 1 201,200
Corp
Weatherford Reg Shs H27013103 $14,640 1,000,000 SH -- Shared-Defined 1 1,000,000
International Lt
Willbros Group Inc Com 969203108 $7,487 2,040,107 SH -- Shared-Defined 1 2,040,107
YRC Worldwide Inc Com 984249300 $3,626 363,643 SH -- Shared-Defined 1 363,643
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LIST OF EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
99 Power of Attorney
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.
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