SEC Filing | The Carlyle Group

NUMBER OF

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BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

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SHARED DISPOSITIVE POWER

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SC 13D/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and

Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Sequential Brands Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

81734P107

(CUSIP Number)

Jeffrey Ferguson

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, D.C. 20004-2505

(202) 729-5626

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

May 26, 2020

(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 § 240.13d-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. 81734P107		13D		Page 1 of 15 Pages


1		NAMES OF REPORTING PERSONS The Carlyle Group Inc.
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


CUSIP No. 81734P107		13D		Page 2 of 15 Pages


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


CUSIP No. 81734P107		13D		Page 3 of 15 Pages


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


CUSIP No. 81734P107		13D		Page 4 of 15 Pages


1		NAMES OF REPORTING PERSONS Carlyle Holdings II 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


CUSIP No. 81734P107		13D		Page 5 of 15 Pages


1		NAMES OF REPORTING PERSONS CG Subsidiary Holdings 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


CUSIP No. 81734P107		13D		Page 6 of 15 Pages


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


CUSIP No. 81734P107		13D		Page 7 of 15 Pages


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


CUSIP No. 81734P107		13D		Page 8 of 15 Pages


1		NAMES OF REPORTING PERSONS Carlyle Equity Opportunity 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


CUSIP No. 81734P107		13D		Page 9 of 15 Pages


1		NAMES OF REPORTING PERSONS Carlyle Equity Opportunity GP, 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


CUSIP No. 81734P107		13D		Page 10 of 15 Pages


1		NAMES OF REPORTING PERSONS Carlyle Galaxy 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 Delaware


CUSIP No. 81734P107		13D		Page 11 of 15 Pages

Explanatory Note

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission on December 8, 2015 (the “Schedule 13D”), relating to the common stock, par value $.01 per share (the “Common Stock”), of Sequential Brands Group, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

Item 2.

Identity and Background

Item 2 is hereby amended and restated in its entirety as follows:

This statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

Carlyle Group Management L.L.C.,

The Carlyle Group Inc.,

Carlyle Holdings II GP L.L.C.,

Carlyle Holdings II L.L.C.,

CG Subsidiary Holdings L.L.C.,

TC Group Cayman Investment Holdings, L.P.,

TC Group Cayman Investment Holdings Sub L.P.,

Carlyle Equity Opportunity GP, L.L.C.,

Carlyle Equity Opportunity GP, L.P., and

Carlyle Galaxy Holdings, L.P. (“Carlyle Galaxy”)

Each of Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., Carlyle Equity Opportunity GP, L.L.C., Carlyle Equity Opportunity GP, L.P., and Carlyle Galaxy is organized in the state of Delaware. TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. are organized under the laws of the Cayman Islands.

The address of the principal business and principal office of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

The address of the principal business and principal office of each of the other Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.

The Reporting Persons are principally engaged in the business of investments in securities.

The directors of The Carlyle Group Inc. are Kewsong Lee, Glenn A. Youngkin, Peter J. Clare, Daniel A. D’Aniello, David M. Rubenstein, William E. Conway, Jr., Lawton W. Fitt, James H. Hance, Jr., Janet Hill, Dr. Thomas S. Robertson, William J. Shaw and Anthony Welters (collectively, the “Directors”).


CUSIP No. 81734P107		13D		Page 12 of 15 Pages

The executive officers of The Carlyle Group Inc. are Kewsong Lee, Co-Chief Executive Officer, Glenn A. Youngkin, Co-Chief Executive Officer, Peter J. Clare, Chief Investment Officer for Corporate Private Equity, Daniel A. D’Aniello, Chairman Emeritus, David M. Rubenstein, Co-Executive Chairman, William E. Conway, Jr., Co-Executive Chairman, Curtis L. Buser, Chief Financial Officer, Christopher Finn, Chief Operating Officer, and Jeffrey W. Ferguson, General Counsel (collectively, the “Executive Officers,” and, together with the Directors, the “Related Persons”).

Each of the Related Persons is a citizen of the United States. The business address of each of the Related Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South, Washington, DC 20004-2505.

The present principal occupation of each of the Directors who are not also Executive Officers is as follows: Lawton W. Fitt is an independent investment banking professional; James H. Hance, Jr. is an Operating Executive of The Carlyle Group; Janet Hill is a Principal at Hill Family Advisors; Dr. Thomas S. Robertson is the Joshua J. Harris Professor of Marketing at the Wharton School of the University of Pennsylvania; William J. Shaw was the Vice Chairman of Marriott International, Inc. until his retirement in March 2011; and Anthony Welters is Executive Chairman of the Black Ivy Group, LLC.

During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

This Amendment No. 1 is being filed on behalf of the Reporting Persons to report that, as of May 28, 2020, the Reporting Persons do not beneficially own any shares of Common Stock.

(c) Except as set forth in the table below none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock during the past 60 days.


CUSIP No. 81734P107		13D		Page 13 of 15 Pages

From May 22, 2020 through May 28, 2020, Carlyle Galaxy disposed of 6,369,820 shares of Common Stock, respectively, in a series of transactions at prices ranging from $0.173 to $0.2125 per share in open market transactions on the Nasdaq Capital Market. Details by date, listing the number of shares of Common Stock disposed of and the weighted average price per share are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission or the Issuer, full information regarding the number of shares sold at each separate price for this transaction.


Date	Equity Shares Disposed Of		Weighted Average Price per Share
May 22, 2020		86,826	$	0.1781
May 26, 2020		654,178	$	0.1878
May 27, 2020		2,354,588	$	0.1957
May 28, 2020		3,274,228	$	0.1957

(d) None.

(e) As of May 28, 2020, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

Item 7.

Materials to be Filed as Exhibits


Exhibit Number		Description

24		Power of Attorney.

99		Joint Filing Agreement.


CUSIP No. 81734P107		13D		Page 14 of 15 Pages

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: May 29, 2020


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

THE CARLYLE GROUP INC.
By: Carlyle Group Management L.L.C., its general partner

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS II GP L.L.C.
By: The Carlyle Group Inc., its sole member
By: Carlyle Group Management L.L.C., its general partner

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS II L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CG SUBSIDIARY HOLDINGS L.L.C.
By:		Carlyle Holdings II L.L.C., its managing member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CUSIP No. 81734P107		13D		Page 15 of 15 Pages


TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE EQUITY OPPORTUNITY GP, L.L.C.

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person

CARLYLE EQUITY OPPORTUNITY GP, L.P.

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person

CARLYLE GALAXY HOLDINGS, L.P.
By: Carlyle Equity Opportunity GP, L.P., its general partner

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person

EX-24

Exhibit 24

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 Jeffrey Ferguson, Jeremy Anderson, Joanne Cosiol, Anne Frederick, Kevin Gasque, Erica Herberg, Norma Kuntz, Joshua Lefkowitz, David Lobe, Karen McMonagle, Aditya Narain, Michelle Reing, Ryan Toteja and Catherine Ziobro, 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 Chairman, 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) Carlyle Group Management L.L.C., The Carlyle Group Inc., Carlyle Holdings II GP L.L.C., Carlyle Holdings II L.L.C., CG Subsidiary Holdings L.L.C., TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P., Carlyle Equity Opportunity GP, L.L.C., Carlyle Equity Opportunity GP, L.P., and Carlyle Galaxy Holdings, L.P. and (ii) the subsidiaries and affiliates of the foregoing in clause (i), including without limitation investment funds sponsored directly or indirectly by one or more of the Carlyle Companies.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1^st day of January, 2020.


By:		/s/ Curtis L. Buser
Name:		Curtis L. Buser
Title:		Chief Financial Officer

EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 29^th day of May, 2020.


CARLYLE GROUP MANAGEMENT L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

THE CARLYLE GROUP INC.
By: Carlyle Group Management L.L.C., its general partner

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS II GP L.L.C.
By: The Carlyle Group Inc., its sole member
By: Carlyle Group Management L.L.C., its general partner

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE HOLDINGS II L.L.C.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer


CG SUBSIDIARY HOLDINGS L.L.C.
By: Carlyle Holdings II L.L.C., its managing member

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

TC GROUP CAYMAN INVESTMENT HOLDINGS SUB L.P.

By:		/s/ Anne Frederick, attorney-in-fact
Name:		Curtis L. Buser
Title:		Chief Financial Officer

CARLYLE EQUITY OPPORTUNITY GP, L.L.C.

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person

CARLYLE EQUITY OPPORTUNITY GP, L.P.

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person

CARLYLE GALAXY HOLDINGS, L.P.
By: Carlyle Equity Opportunity GP, L.P., its general partner

By:		/s/ Jeremy Anderson
Name:		Jeremy Anderson
Title:		Authorized Person