SC 13D/A

0001193125-16-751581.txt : 20161028 0001193125-16-751581.hdr.sgml : 20161028 20161028160602 ACCESSION NUMBER: 0001193125-16-751581 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161028 DATE AS OF CHANGE: 20161028 GROUP MEMBERS: CARLYLE FINANCIAL SERVICES HARBOR, L.P. GROUP MEMBERS: CARLYLE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: CARLYLE GROUP, L.P. GROUP MEMBERS: CARLYLE HOLDINGS II GP L.L.C. GROUP MEMBERS: CARLYLE HOLDINGS II L.P. GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P. GROUP MEMBERS: TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. GROUP MEMBERS: TCG FINANCIAL SERVICES, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CommunityOne Bancorp CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37059 FILM NUMBER: 161958645 BUSINESS ADDRESS: STREET 1: 1017 E. MOREHEAD STREET STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28204 BUSINESS PHONE: 9808196213 MAIL ADDRESS: STREET 1: 1017 E. MOREHEAD STREET STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28204 FORMER COMPANY: FORMER CONFORMED NAME: FNB United Corp. DATE OF NAME CHANGE: 20060428 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Carlyle Financial Services, Ltd. CENTRAL INDEX KEY: 0001502382 IRS NUMBER: 980565203 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d268395dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

CommunityOne Bancorp

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

20416Q108

(CUSIP Number)

Jeffrey W. Ferguson

The Carlyle Group

1001 Pennsylvania Avenue NW

Suite 220 South

Washington, DC 20004

(202) 729-5626

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 26, 2016

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 20416Q108		13D		Page 1 of 12


1	Names of Reporting Persons Carlyle Group Management L.L.C.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person OO (Delaware limited liability company)


CUSIP No. 20416Q108		13D		Page 2 of 12


1	Names of Reporting Persons The Carlyle Group, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN


CUSIP No. 20416Q108		13D		Page 3 of 12


1	Names of Reporting Persons Carlyle Holdings II GP L.L.C.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person OO (Delaware limited liability company)


CUSIP No. 20416Q108		13D		Page 4 of 12


1	Names of Reporting Persons Carlyle Holdings II L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Québec
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN (Québec société en commandite)


CUSIP No. 20416Q108		13D		Page 5 of 12


1	Names of Reporting Persons TC Group Cayman Investment Holdings, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN (Cayman Islands exempt limited partnership)


CUSIP No. 20416Q108		13D		Page 6 of 12


1	Names of Reporting Persons TC Group Cayman Investment Holdings Sub L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN (Cayman Islands exempt limited partnership)


CUSIP No. 20416Q108		13D		Page 7 of 12


1	Names of Reporting Persons Carlyle Financial Services, Ltd.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person OO (Cayman Islands exempt company)


CUSIP No. 20416Q108		13D		Page 8 of 12


1	Names of Reporting Persons TCG Financial Services, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN (Cayman Islands exempt limited partnership)


CUSIP No. 20416Q108		13D		Page 9 of 12


1	Names of Reporting Persons Carlyle Financial Services Harbor, L.P.
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3	SEC Use Only
4	Source of Funds OO
5	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 0
		9	Sole Dispositive Power 0
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13	Percent of Class Represented by Amount in Row (11) 0%
14	Type of Reporting Person PN


CUSIP No. 20416Q108		13D		Page 10 of 12

Explanatory Note

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on October 31, 2011 (as amended to date, the “Schedule 13D”), relating to the common stock, no par value (the “Common Stock”) of CommunityOne Bancorp, formerly known as FNB United Corp. (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

ITEM 4.

Purpose of the Transaction.

Item 4 is hereby amended and supplemented by the following:

On October 26, 2016, the Issuer completed the previously disclosed Merger with Capital Bank Financial Corp. (“CBF”). In connection with the consummation of the Merger, each outstanding share of Common Stock was converted into the right to receive, at the election of the holder, $14.25 in cash or 0.43 of a share of CBF Class A common stock. Consequently, Carlyle Financial Services Harbor, L.P. disposed of 5,772,376 shares of Common Stock in the Merger, in exchange for $23,775,053.67 in cash and 1,764,699 shares of common stock of CBF.

Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub 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.

ITEM 5.

Interest in Securities of the Issuer

Item 5 of the Statement is amended and restated in its entirety by inserting the following information:

(a)-(b) As of the date hereof and after giving effect to the Merger described in Item 4 above, none of the Reporting Persons beneficially owns any shares of Common Stock of the Issuer, and none of the Reporting Persons has or shares the power to vote or to direct the vote, or the power to dispose or direct the disposition of, any shares of Common Stock of the Issuer.

(c) Except as set forth in Item 4 above, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the Related Persons has effected any transactions in the Common Stock of the Issuer in the past sixty days.

(d) None.

(e) On October 26, 2016, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.


CUSIP No. 20416Q108		13D		Page 11 of 12

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: October 28, 2016


				CARLYLE GROUP MANAGEMENT L.L.C.

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman

				THE CARLYLE GROUP L.P.

				By:		Carlyle Group Management L.L.C., its general partner

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman

				CARLYLE HOLDINGS II GP L.L.C.

				By:		The Carlyle Group L.P., its managing member
				By:		Carlyle Group Management L.L.C., its general partner

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman

				CARLYLE HOLDINGS II L.P.

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman

				TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

				By:		Carlyle Holdings II L.P., its general partner

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman


CUSIP No. 20416Q108		13D		Page 12 of 12


				TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

				By:		TC Group Cayman Investment Holdings, L.P., its general partner
				By:		Carlyle Holdings II L.P., its general partner

				By:		/s/ Daniel D’Aniello
				Name:		Daniel D’Aniello
				Title:		Chairman

				CARLYLE FINANCIAL SERVICES, LTD.

				By:		/s/ Ann Siebecker
				Name:		Ann Siebecker
				Title:		Authorized Person

				TCG FINANCIAL SERVICES, L.P.

				By:		Carlyle Financial Services, Ltd., its general partner

				By:		/s/ Ann Siebecker
				Name:		Ann Siebecker
				Title:		Authorized Person

				CARLYLE FINANCIAL SERVICES HARBOR, L.P.

				By:		TCG Financial Services, L.P., its general partner
				By:		Carlyle Financial Services, Ltd., its general partner

				By:		/s/ Ann Siebecker
				Name:		Ann Siebecker
				Title:		Authorized Person