0001123292-21-000611.txt : 20210414 0001123292-21-000611.hdr.sgml : 20210414 20210414163141 ACCESSION NUMBER: 0001123292-21-000611 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210413 FILED AS OF DATE: 20210414 DATE AS OF CHANGE: 20210414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD Partners, L.P. CENTRAL INDEX KEY: 0001514334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40208 FILM NUMBER: 21826068 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: MSDC Management, L.P. DATE OF NAME CHANGE: 20110302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD Aqua Partners, LLC CENTRAL INDEX KEY: 0001851085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40208 FILM NUMBER: 21826067 BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hayward Holdings, Inc. CENTRAL INDEX KEY: 0001834622 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 822060643 BUSINESS ADDRESS: STREET 1: 400 CONNELL DRIVE, SUITE 6100 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 BUSINESS PHONE: 908-354-5400 MAIL ADDRESS: STREET 1: 400 CONNELL DRIVE, SUITE 6100 CITY: BERKELEY HEIGHTS STATE: NJ ZIP: 07922 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2021-04-13 0001834622 Hayward Holdings, Inc. HAYW 0001514334 MSD Partners, L.P. 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 1 0 1 0 0001851085 MSD Aqua Partners, LLC 645 FIFTH AVENUE, 21ST FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2021-04-13 4 S 0 1120044 16.065 D 71538085 I See Footnotes Represents price net of underwriting discounts. This statement is jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD Aqua Partners, LLC ("MSD Aqua Partners"). MSD Aqua Partners is the record and direct beneficial owner of the shares of the issuer's common stock reported herein. MSD Partners is the manager of MSD Aqua Partners and may be deemed to beneficially own securities owned by MSD Aqua Partners. MSD Partners (GP), LLC ("MSD GP", and together with MSD Partners and MSD Aqua Partners, the "MSD Parties") is the general partner of MSD Partners and may be deemed to beneficially own securities owned by MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of MSD GP and may be deemed to beneficially own securities owned by MSD GP. Each of Messrs. Phelan, Lisker and Rogers disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein In connection with the consummation of the initial public offering of the issuer's common stock, MSD Aqua Partners will enter into an Amended and Restated Stockholders' Agreement ("Stockholders' Agreement") with the issuer and certain affiliates of CCMP Capital Advisors, LP ("CCMP") and Alberta Investment Management Corporation ("AIMCo") pursuant to which MSD Aqua Partners and CCMP have agreed to coordinate with respect to the with respect to the timing and manner of disposition of shares of the issuer's common stock held by them, and AIMCo has also agreed to certain restrictions on the transfer of its shares of common stock. [cont.] By virtue of the Stockholders' Agreement, the MSD Parties, CCMP and AIMCo may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Act"). In addition, each reporting person and each of Messrs. Phelan, Lisker and Rogers may be deemed to be a member of a group for the purposes of Section 13(d) of the Act. Each reporting person and each of Messrs. Phelan, Lisker and Rogers disclaims any pecuniary interest in any shares of the issuer's common stock held by the group with CCMP and AIMCo except as reported in this Form 4. MSD PARTNERS, L.P. By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2021-04-14 MSD AQUA PARTNERS, LLC By: MSD Partners, L.P. Its: Manager By: MSD Partners (GP), LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2021-04-14