SEC Filing | The Carlyle Group

Names of Reporting Persons

The Carlyle Group Inc.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

View:

Download DOC

Download PDF

Download XLS

SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Complete Solaria, Inc.

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

20460L104

(CUSIP Number)

July 28, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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. 20460L104		Schedule 13G		Page 1 of 25


CUSIP No. 20460L104		Schedule 13G		Page 2 of 25


CUSIP No. 20460L104		Schedule 13G		Page 3 of 25


CUSIP No. 20460L104		Schedule 13G		Page 4 of 25


CUSIP No. 20460L104		Schedule 13G		Page 5 of 25


CUSIP No. 20460L104		Schedule 13G		Page 6 of 25


CUSIP No. 20460L104		Schedule 13G		Page 7 of 25


CUSIP No. 20460L104		Schedule 13G		Page 8 of 25


CUSIP No. 20460L104		Schedule 13G		Page 9 of 25


CUSIP No. 20460L104		Schedule 13G		Page 10 of 25


CUSIP No. 20460L104		Schedule 13G		Page 11 of 25


CUSIP No. 20460L104		Schedule 13G		Page 12 of 25


CUSIP No. 20460L104		Schedule 13G		Page 13 of 25


CUSIP No. 20460L104		Schedule 13G		Page 14 of 25


CUSIP No. 20460L104		Schedule 13G		Page 15 of 25


CUSIP No. 20460L104		Schedule 13G		Page 16 of 25


CUSIP No. 20460L104		Schedule 13G		Page 17 of 25

ITEM 1.

(a) Name of Issuer:

Complete Solaria, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

45700 Northport Loop East, Fremont, CA 94538.

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

The Carlyle Group Inc.

Carlyle Holdings I GP Inc.

Carlyle Holdings I GP Sub L.L.C.

Carlyle Holdings I L.P.

CG Subsidiary Holdings L.L.C.

TC Group, L.L.C.

TC Group Sub L.P.

CRSEF Lux GP S.à r.l.

Carlyle Holdings II GP L.L.C.

Carlyle Holdings II L.L.C.

TC Group Cayman Investment Holdings, L.P.

TC Group Cayman Investment Holdings Sub L.P.

CRSEF GP, L.L.C.

CRSEF Managing GP, L.P.

Carlyle CRSEF Solis Aggregator, S.C.Sp.

CRSEF Solis Holdings, L.L.C.

(b)

Address or Principal Business Office:

The principal business office address for each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The principal business office address for CRSEF Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is c/o The Carlyle Group, 2, avenue Charles de Gaulle, L-1653 Luxembourg, Luxembourg. The principal business office address for each of the remaining Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.


CUSIP No. 20460L104		Schedule 13G		Page 18 of 25

(c)

Citizenship of each Reporting Person is:

Each of TC Group Cayman Investment Holdings, L.P. and TC Group Cayman Investment Holdings Sub L.P. is organized under the laws of the Cayman Islands. Each of CRSEF Lux GP S.à r.l. and Carlyle CRSEF Solis Aggregator, S.C.Sp. is organized under the laws of Luxembourg. CRSEF Managing GP, L.P. is organized under the laws of Ontario, Canada. Each of the remaining Reporting Persons is organized under the laws of the State of Delaware.

(d)

Title of Class of Securities:

Common stock, par value $0.0001 per share (“Common Stock”).

(e)

CUSIP Number:

20460L104

ITEM 3.

Not applicable.


CUSIP No. 20460L104		Schedule 13G		Page 19 of 25

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date of this filing, based upon 48,036,432 shares of Common Stock outstanding, which includes (i) 45,290,553 shares of Common Stock outstanding as of August 23, 2023, as reported in Amendment No. 1 to the Issuer’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on August 24, 2023; and (ii) 2,745,879 shares of Common Stock issuable upon exercise of a warrant (the “Warrant”) held of record by CRSEF Solis Holdings, L.L.C.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
The Carlyle Group Inc.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle Holdings I GP Inc.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle Holdings I GP Sub L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle Holdings I L.P.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
CG Subsidiary Holdings L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
TC Group, L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
TC Group Sub L.P.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
CRSEF Lux GP S.à r.l.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle Holdings II GP L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle Holdings II L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
TC Group Cayman Investment Holdings, L.P.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
TC Group Cayman Investment Holdings Sub L.P.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
CRSEF GP, L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
CRSEF Managing GP, L.P.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
Carlyle CRSEF Solis Aggregator, S.C.Sp.		2,745,879		5.7	%		0		2,745,879		0		2,745,879
CRSEF Solis Holdings, L.L.C.		2,745,879		5.7	%		0		2,745,879		0		2,745,879

The amounts reported in the table above include 2,745,879 shares of Common Stock issuable upon exercise of the Warrant held of record by CRSEF Solis Holdings, L.L.C.

The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities managed by CRSEF Lux GP S.à r.l., is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the sole shareholder of CRSEF Lux GP S.à r.l., which is a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.


CUSIP No. 20460L104		Schedule 13G		Page 20 of 25

The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities managed by CRSEF Managing GP, L.P., is the managing member of CG Subsidiary Holdings L.L.C., 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 member of CRSEF GP, L.L.C., which is the general partner of CRSEF Managing GP, L.P., which is also a general partner of Carlyle CRSEF Solis Aggregator, S.C.Sp.

Carlyle CRSEF Solis Aggregator, S.C.Sp. is the managing member of CRSEF Solis Holdings, L.L.C. Accordingly, each of the entities named above may be deemed to share beneficial ownership of the securities held of record by CRSEF Solis Holdings, L.L.C. Each of them disclaims any such beneficial ownership of such securities.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and were not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 20460L104		Schedule 13G		Page 21 of 25

SIGNATURE

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: September 22, 2023


The Carlyle Group Inc.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		General Counsel

Carlyle Holdings I GP Inc.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director and General Counsel

Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director and General Counsel

Carlyle Holdings I L.P.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

TC Group, L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director


CUSIP No. 20460L104		Schedule 13G		Page 22 of 25


TC Group Sub L.P.

By: TC Group, L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

CRSEF Lux GP S.à r.l.

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager

Carlyle Holdings II GP L.L.C.

By: The Carlyle Group Inc., its sole member

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		General Counsel

Carlyle Holdings II L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

TC Group Cayman Investment Holdings, L.P.

By: CG Subsidiary Holdings L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

TC Group Cayman Investment Holdings Sub L.P.

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

By: CG Subsidiary Holdings L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director


CUSIP No. 20460L104		Schedule 13G		Page 23 of 25


CRSEF GP, L.L.C.

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

CRSEF Managing GP, L.P.

By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

Carlyle CRSEF Solis Aggregator, S.C.Sp.

By: CRSEF Managing GP, L.P., its general partner

By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

And by: CRSEF Lux GP S.à r.l., its general partner

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager


CUSIP No. 20460L104		Schedule 13G		Page 24 of 25


CRSEF Solis Holdings, L.L.C.

By: Carlyle CRSEF Solis Aggregator, S.C.Sp., its managing member

By: CRSEF Managing GP, L.P., its general partner

By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

And by: CRSEF Lux GP S.à r.l., its general partner

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager


CUSIP No. 20460L104		Schedule 13G		Page 25 of 25

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

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 13G. 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 September 22, 2023.


The Carlyle Group Inc.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		General Counsel

Carlyle Holdings I GP Inc.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director and General Counsel

Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director and General Counsel

Carlyle Holdings I L.P.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

CG Subsidiary Holdings L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director


TC Group, L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

TC Group Sub L.P.
By: TC Group, L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

CRSEF Lux GP S.à r.l.

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager

Carlyle Holdings II GP L.L.C.
By: The Carlyle Group Inc., its sole member

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		General Counsel

Carlyle Holdings II L.L.C.

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

TC Group Cayman Investment Holdings, L.P.
By: CG Subsidiary Holdings L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director


TC Group Cayman Investment Holdings Sub L.P.
By: TC Group Cayman Investment Holdings, L.P., its general partner
By: CG Subsidiary Holdings L.L.C., its general partner

By:		/s/ Jeffrey W. Ferguson
Name:		Jeffrey W. Ferguson
Title:		Managing Director

CRSEF GP, L.L.C.

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

CRSEF Managing GP, L.P.
By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

Carlyle CRSEF Solis Aggregator, S.C.Sp.

By: CRSEF Managing GP, L.P., its general partner
By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

And by: CRSEF Lux GP S.à r.l., its general partner

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager


CRSEF Solis Holdings, L.L.C.
By: Carlyle CRSEF Solis Aggregator, S.C.Sp., its managing member

By: CRSEF Managing GP, L.P., its general partner
By: CRSEF GP, L.L.C., its general partner

By:		/s/ Sanket Patel
Name:		Sanket Patel
Title:		Authorized Person

And by: CRSEF Lux GP S.à r.l., its general partner

By:		/s/ William Cagney
Name:		William Cagney
Title:		Manager

By:		/s/ Estelle Beyl Vodouhe
Name:		Estelle Beyl Vodouhe
Title:		Manager