UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
QuidelOrtho
Corporation
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
219798105
(CUSIP
Number)
Jeffrey
Ferguson
The
Carlyle Group
1001
Pennsylvania Avenue, NW
Suite
220 South
Washington,
D.C. 20004
(202)
729-5626
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
November
19, 2024
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b)
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. 219798105 |
13D |
Page
1 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
CO |
| CUSIP
No. 219798105 |
13D |
Page
2 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
3 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
4 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
5 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
6 of 12 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 (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
7 of 12 pages |
| 1 |
Names
of Reporting Persons
TC
Group VI Cayman, L.L.C. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Source
of Funds (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
| CUSIP
No. 219798105 |
13D |
Page
8 of 12 pages |
| 1 |
Names
of Reporting Persons
TC
Group VI Cayman, L.P. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Source
of Funds (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
9 of 12 pages |
| 1 |
Names
of Reporting Persons
Carlyle
Partners VI Cayman Holdings, L.P. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐
|
| 3 |
SEC
Use Only
|
|
| 4 |
Source
of Funds (See Instructions)
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)
0.0% |
| 14 |
Type
of Reporting Person
PN |
| CUSIP
No. 219798105 |
13D |
Page
10 of 12 pages |
Explanatory
Note
This
Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) amends and supplements the statement on Schedule 13D filed with
the United States Securities and Exchange Commission (the “SEC”) on June 6, 2022 (the “Schedule 13D”), relating
to the common stock, par value $0.001 per share (the “Common Stock”), of QuidelOrtho Corporation, a Delaware corporation
(the “Issuer”), whose principal executive office is located at 9975 Summers Ridge Road, San Diego, California 92121. Capitalized
terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended and supplemented as follows:
Underwriting
Agreement
On
November 19, 2024, the Issuer, Carlyle Partners VI Cayman Holdings, L.P. (“Carlyle Partners VI Cayman”) and Goldman Sachs
& Co. LLC, as underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”),
pursuant to which the Underwriter agreed to purchase from Carlyle Partners VI Cayman, subject to and upon the terms and conditions set
forth therein, 8,260,183 shares of Common Stock at a price of $35.314 per share (the “Secondary Offering”). On November 21,
2024, the Secondary Offering closed.
The
above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such agreement, which is filed as an exhibit hereto and incorporated herein by reference.
Termination
of Principal Stockholders Agreement
Upon
consummation of the Secondary Offering and in accordance with the terms of the Principal Stockholders Agreement, dated as of December
22, 2021, by and among Coronado Topco, Inc., Quidel Corporation, Ortho Clinical Diagnostics Holdings plc and Carlyle Partners VI Cayman
(the “Principal Stockholders Agreement”), (i) each of James R. Prutow and Robert R. Schmidt, who served as the designees
of Carlyle Partners VI Cayman to the Issuer’s board of directors (the “Board”), resigned as members of Board; and (ii)
the Principal Stockholders Agreement terminated pursuant to its terms (other than with respect to certain surviving rights to indemnification).
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 to Schedule 13D is being filed on behalf of the Reporting Persons to report that, as of November 21, 2024, the Reporting Persons
do not beneficially own any shares of Common Stock.
| CUSIP
No. 219798105 |
13D |
Page
11 of 12 pages |
| (c) | During
the past 60 days, none of the Reporting Persons or the Related Persons have effected any
transactions in the Common Stock, other than as described in Item 4 above. |
| (e) | As
of November 21, 2024, the Reporting Persons ceased to be the beneficial owners of more than
five percent of the outstanding Common Stock. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item
6 of the Schedule 13D is hereby amended and supplemented as follows:
Item
4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of this agreement
is attached as an exhibit hereto and incorporated herein by reference.
Except
as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships
(legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements,
understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
| CUSIP
No. 219798105 |
13D |
Page
12 of 12 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:
November 21, 2024
| |
The
Carlyle Group Inc. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings II GP L.L.C. |
| |
By:
|
The
Carlyle Group Inc., its sole member |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Chief
Financial Officer |
| |
|
|
| |
Carlyle
Holdings II L.L.C. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
CG
Subsidiary Holdings L.L.C. |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group Cayman Investment Holdings, L.P. |
| |
By: |
CG
Subsidiary Holdings L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
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/
Anne Frederick, attorney-in-fact |
| |
Name: |
John
C. Redett |
| |
Title:
|
Managing
Director |
| |
|
|
| |
TC
Group VI Cayman, L.L.C. |
| |
|
|
| |
By: |
/s/
Robert Rosen |
| |
Name: |
Robert
Rosen |
| |
Title:
|
Vice
President |
| |
|
|
| |
TC
Group VI Cayman, L.P. |
| |
By:
|
TC
Group VI Cayman, L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Robert Rosen |
| |
Name: |
Robert
Rosen |
| |
Title:
|
Vice
President |
| |
|
|
| |
Carlyle
Partners VI Cayman Holdings, L.P. |
| |
By:
|
TC
Group VI Cayman, L.P., its general partner |
| |
By:
|
TC
Group VI Cayman, L.L.C., its general partner |
| |
|
|
| |
By: |
/s/
Robert Rosen |
| |
Name: |
Robert
Rosen |
| |
Title:
|
Vice
President |
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