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. 1)*
The Bank of N.T. Butterfield & Son Limited
(Name of Issuer)
Common Shares
(Title of Class of Securities)
G0772R208
(CUSIP Number)
December 31, 2017
(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. G0772R208 |
Schedule 13G | Page 1 of 17 |
| 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 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 2 of 17 |
| 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 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of reporting person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 3 of 17 |
| 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 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
OO (Limited Liability Company) | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 4 of 17 |
| 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 | Citizenship or Place of Organization
Québec | |||||
| Number of Shares Beneficially owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
OO (Québec société en commandite) | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 5 of 17 |
| 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 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 6 of 17 |
| 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 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 7 of 17 |
| 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 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
OO (Cayman Islands Exempted Company) | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 8 of 17 |
| 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 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 9 of 17 |
| 1 | Names of Reporting Persons
Carlyle Global Financial Services Partners, L.P. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 10 of 17 |
| 1 | Names of Reporting Persons
CGFSP Coinvestment, L.P. | |||||
| 2 |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 |
SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
0 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
0 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
0% | |||||
| 12 | Type of Reporting Person
PN | |||||
| CUSIP No. G0772R208 |
Schedule 13G | Page 11 of 17 |
| ITEM 1. | (a) Name of Issuer: |
The Bank of N.T. Butterfield & Son Limited (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
65 Front Street, Hamilton, HM 12, Bermuda
| 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:
Carlyle Group Management L.L.C.
The Carlyle Group L.P.
Carlyle Holdings II GP L.L.C.
Carlyle Holdings II L.P.
TC Group Cayman Investment Holdings, L.P.
TC Group Cayman Investment Holdings Sub L.P.
Carlyle Financial Services, Ltd.
TCG Financial Services L.P.
Carlyle Global Financial Services Partners, L.P.
CGFSP Coinvestment, L.P.
| (b) | Address or Principal Business Office: |
The business address of each of Carlyle Group Management L.L.C., The Carlyle Group L.P., Carlyle Holdings II GP L.L.C., and Carlyle Holdings II L.P. is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, D.C. 20004-2505. The address for each other Reporting Person is c/o Walkers, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
| (c) | Citizenship of each Reporting Person is: |
Each of Carlyle Group Management L.L.C., The Carlyle Group L.P., and Carlyle Holdings II GP L.L.C., is organized in the state of Delaware. Carlyle Holdings II L.P. is a Québec société en commandite. Each of the other Reporting Persons is organized in the Cayman Islands.
| (d) | Title of Class of Securities: |
Common shares, BM$0.01 par value per share (“Common Shares”).
| CUSIP No. G0772R208 |
Schedule 13G | Page 12 of 17 |
| (e) | CUSIP Number: |
G0772R208
| ITEM 3. |
Not applicable.
| ITEM 4. | Ownership. |
| (a) | Amount beneficially owned: |
This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of December 31, 2017, the Reporting Persons do not beneficially own any Common Shares.
| (b) | Percent of Class: |
See Item 4(a) hereof.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: 0 |
| (ii) | shared power to vote or to direct the vote: 0 |
| (iii) | sole power to dispose or to direct the disposition of: 0 |
| (iv) | shared power to dispose or to direct the disposition of: 0 |
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
| 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.
| CUSIP No. G0772R208 |
Schedule 13G | Page 13 of 17 |
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. G0772R208 |
Schedule 13G | Page 14 of 17 |
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: February 13, 2018
| CARLYLE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| THE CARLYLE GROUP L.P. | ||
| By: Carlyle Group Management L.L.C., its general partner | ||
| By: | /s/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| 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/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| CARLYLE HOLDINGS II L.P. | ||
| By: | /s/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| CUSIP No. G0772R208 |
Schedule 13G | Page 15 of 17 |
| TC GROUP CAYMAN INVESTMENT HOLDINGS, L.P. | ||
| By: Carlyle Holdings II L.P., its general partner | ||
| By: | /s/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| 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/ Jeffrey W. Ferguson | |
| Name: | Jeffrey W. Ferguson | |
| Title: | General Counsel | |
| CARLYLE FINANCIAL SERVICES, LTD. | ||
| By: | /s/ David Pearson | |
| Name: | David Pearson | |
| Title: | Authorized Person | |
| TCG FINANCIAL SERVICES, L.P. | ||
| By: Carlyle Financial Services, Ltd., its general partner | ||
| By: | /s/ David Pearson | |
| Name: | David Pearson | |
| Title: | Authorized Person | |
| CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. | ||
| By: TCG Financial Services, L.P., its general partner | ||
| By: Carlyle Financial Services, Ltd., its general partner | ||
| By: | /s/ David Pearson | |
| Name: | David Pearson | |
| Title: | Authorized Person | |
| CUSIP No. G0772R208 |
Schedule 13G | Page 16 of 17 |
| CGFSP COINVESTMENT, L.P. | ||
| By: TCG Financial Services, L.P., its general partner | ||
| By: Carlyle Financial Services, Ltd., its general partner | ||
| By: | /s/ David Pearson | |
| Name: | David Pearson | |
| Title: | Authorized Person | |
| CUSIP No. G0772R208 |
Schedule 13G | Page 17 of 17 |
LIST OF EXHIBITS
|
Exhibit No. |
Description | |
| 99 | Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 10, 2017). | |