UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CCC Intelligent Solutions Holdings Inc. |
(Name of Issuer) |
|
Common Stock, par value $0.0001 per share |
(Title of Class of Securities) |
|
12510Q100 |
(CUSIP Number) |
|
|
Allan Kahn
Oak Hill Capital Management, LLC
65 East 55th
Street, 32nd Floor,
New York, NY 10022
With a copy to:
Brian Lavin, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Telephone: (212) 373-3650 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
|
January 16, 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 §§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 Rule 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. 12510Q100 |
SCHEDULE 13D |
Page
2 of 14 |
1 |
NAME OF REPORTING PERSON
OH Cypress Aggregator, 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
3 of 14 |
1 |
NAME OF REPORTING PERSON
Oak Hill Capital Partners IV (Onshore), 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
4 of 14 |
1 |
NAME OF REPORTING PERSON
Oak Hill Capital Partners IV (Onshore Tax Exempt), 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
5 of 14 |
1 |
NAME OF REPORTING PERSON
Oak Hill Capital Partners IV (Offshore), 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
6 of 14 |
1 |
NAME OF REPORTING PERSON
Oak Hill Capital Partners IV (Offshore 892), 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
7 of 14 |
1 |
NAME OF REPORTING PERSON
Oak Hill Capital Partners IV (Management), 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
8 of 14 |
1 |
NAME OF REPORTING PERSON
OHCP GenPar IV, 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 BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
PN |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
9 of 14 |
1 |
NAME OF REPORTING PERSON
OHCP MGP IV, Ltd. |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX 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
53,082,833 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
53,082,833 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,082,833 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
10 of 14 |
Introductory Statement
This Amendment No.1 to the Statement on
Schedule 13D (as so amended, this “Schedule 13D”) is being filed jointly pursuant to Rule 13d-1 of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, by (1) OH Cypress Aggregator, L.P., (2) Oak Hill Capital Partners
IV (Onshore), L.P., (3) Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P., (4) Oak Hill Capital Partners IV (Offshore), L.P.,
(5) Oak Hill Capital Partners IV (Offshore 892), L.P., (6) Oak Hill Capital Partners IV (Management), L.P., (7) OHCP GenPar IV,
L.P., and (8) OHCP MGP Partners IV, Ltd. (collectively, the “Reporting Persons”). The agreement among the
Reporting Persons relating to the joint filing of this Schedule 13D, in accordance with Rule 13d-1(k) of the Securities Exchange Act
of 1934, as amended, was previously filed.
This Schedule 13D relates to shares of Common
Stock, par value $0.0001 per share (the “Common Stock”), of CCC Intelligent Solutions Holdings Inc., a Delaware corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 222 Merchandise Mart Plaza, Suite 900,
Chicago, IL 60654.
| Item 2. | Identity and Background. |
Item 2 is hereby restated as follows:
(a) –
(c) This statement is being filed jointly by the Reporting Persons.
The shares of Common Stock reported in this
Schedule 13D are beneficially owned by OH Cypress Aggregator, L.P (“OH Cypress”). OH Cypress is beneficially owned
by Oak Hill Capital Partners IV (Onshore), L.P., Oak Hill Capital Partners IV (Onshore Tax Exempt), L.P., Oak Hill Capital Partners IV
(Offshore), L.P., Oak Hill Capital Partners IV (Offshore 892), L.P., Oak Hill Capital Partners IV (Management), L.P. (together, including
OH Cypress, the “Oak Hill Fund IV Entities”) and certain of their co-investors. The general partner of each of the
Oak Hill Fund IV Entities is OHCP GenPar IV, L.P. (“Oak Hill GP”). The general partner of Oak Hill GP is OHCP MGP IV,
Ltd. (“Oak Hill UGP”).
Tyler Wolfram, Brian Cherry, and Steven Puccinelli
serve as the directors of Oak Hill UGP and can be deemed to exercise voting and investment control over the shares held by the Oak Hill
Fund IV Entities. Each of these directors is a citizen of the United States. Tyler Wolfram, Brian Cherry, Steven Puccinelli, John Monsky,
Allan Kahn and Christopher Taylor officers of Oak Hill UGP. Each of these directors and officers is a citizen of the United States.
Tyler Wolfram, Brian Cherry, Steven Puccinelli,
John Monsky, Allan Kahn and Christopher Taylor are referred to as the “Related Persons.” Each of the Related Persons
expressly disclaims beneficial ownership of the shares of Common Stock referred to herein.
The Reporting Persons are principally engaged
in the business of investments in securities and the Related Persons are partners or employees of Oak Hill Capital Management, LLC or
an affiliate.
The business address of each of the Reporting
Persons and the Related Persons is c/o Oak Hill Capital Management, LLC, 65 East 55th Street, 32nd Floor, New York, New York 10022.
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
11 of 14 |
(d) During the past five years, none of the
Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Related Persons, has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the
Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Related Persons, 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.
(f) The citizenship of each of the Reporting
Persons and Related Persons is set forth above in this Item 2.
| Item 4. | Purpose of Transaction. |
Item
4 is hereby amended and supplemented by adding the following:
On
January 16, 2024, Steven Puccinelli resigned from the Issuer’s board of directors and OH Cyprus waived its right to nominate a
director previously provided in the Shareholder Rights Agreement.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby restated as follows:
The
information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference in their
entirety into this Item 5.
(a) – (b) Each of the Reporting
Persons may be deemed to beneficially own 53,082,833 shares of the Issuer’s Common Stock held by OH Cypress, which represents
8.8% of the Common Stock outstanding. The calculations of beneficial ownership and voting power described herein are based on
602,568,628 shares of Common Stock of the Issuer on November 30, 2023, as reported in the Issuer’s prospectus
supplement filed on January 5, 2024.
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
12 of 14 |
(c) The Reporting Persons have not effected any transaction with respect to the Common Stock during
the past 60 days.
(d) Other than the Reporting Persons, no other
person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities
of the Issuer referred to in this Item 5.
(e) Not applicable.
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
13 of 14 |
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.
Dated: January 18, 2024
|
OH CYPRESS AGGREGATOR, L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
|
|
|
|
|
|
|
|
|
OAK HILL CAPITAL PARTNERS IV (Onshore), L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
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|
|
|
|
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OAK HILL CAPITAL PARTNERS IV (Onshore Tax Exempt), L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
|
|
|
|
|
|
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OAK HILL CAPITAL PARTNERS IV (Offshore), L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
|
|
|
|
|
|
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OAK HILL CAPITAL PARTNERS IV (Offshore 892), L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
CUSIP
No. 12510Q100 |
SCHEDULE 13D |
Page
14 of 14 |
|
OAK HILL CAPITAL PARTNERS IV (Management), L.P. |
|
|
By: |
OHCP GENPAR IV, L.P., its general partner |
|
|
By: |
OHCP MGP IV, LTD., its general partner |
|
|
|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
|
|
|
|
|
|
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|
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OHCP GENPAR IV, L.P. |
|
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By: |
OHCP MGP IV, LTD., its general partner |
|
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|
|
|
|
By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
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OHCP MGP IV, LTD. |
|
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|
|
|
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By: |
/s/ Allan Kahn |
|
|
Name: |
Allan Kahn |
|
|
Title: |
Assistant Secretary |
|
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