UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Amendment No. 2
 
Under the Securities Exchange Act of 1934


 
CCC INTELLIGENT SOLUTIONS HOLDINGS, INC.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
12510Q 100
(CUSIP Number)
 
Copy to:
Amanda McGrady Morrison
General Counsel and Chief Legal Officer
Advent International
Prudential Tower
800 Boylston Street
Boston, MA 02199-8069
 
November 13, 2023
(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 § 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(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. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
ADVENT INTERNATIONAL, 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)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
285,753,649
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
285,753,649
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
285,753,649
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
47.4%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
ADVENT INTERNATIONAL GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
285,753,649
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
285,753,649
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
285,753,649
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
47.4%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
ADVENT INTERNATIONAL GPE VIII, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
76,144,190
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
76,144,190
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
76,144,190
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
12.6%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
CYPRESS INVESTOR 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)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
209,609,459
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
209,609,459
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
209,609,459
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.8%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
Advent International GPE VIII-C Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
LUXEMBOURG
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
6,629,447
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,629,447
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,629,447
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.1%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
GPE VIII CCC Co-Investment (Delaware) Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
69,514,743
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
69,514,743
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
69,514,743
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.5%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
Cypress Investment GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
209,609,459
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
209,609,459
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
209,609,459
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
34.8%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
GPE VIII GP S.à.r.l
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
LUXEMBOURG
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
6,629,447
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
6,629,447
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
6,629,447
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
1.1%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
GPE VIII GP Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
 
69,514,743
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
69,514,743
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
69,514,743
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
11.5%*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
*
Calculation based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023.


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
Advent Global Opportunities Management LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
Advent Global Opportunities GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 


CUSIP No. 12510Q 100
13D

1
NAMES OF REPORTING PERSONS
 
 
Advent Global Opportunities Master Limited Partnership
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
N/A
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.0%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


Explanatory Statement
 
This Amendment No. 2 (this “Amendment”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on August 9, 2021, as amended from time to time (the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D.
 
Item 2.
Identity and Background
 
Item 2 of the Schedule 13D is hereby amended and restated as follows:
 
This Statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):

  1.
ADVENT INTERNATIONAL, L.P. (“Advent”), a Delaware limited partnership;
 

2.
Advent International GP, LLC (“Advent GP LLC”), a Delaware limited liability company;


3.
Advent International GPE VIII, LLC (“Advent VIII GP”), a Delaware limited liability company;


4.
Cypress Investor Holdings, L.P., a Delaware limited partnership (“Cypress Investor”);
 

5.
GPE VIII CCC Co-Investment (Delaware) Limited Partnership, a Delaware limited partnership (“GPE VIII CCC Co-Investment”);
 

6.
Advent International GPE VIII-C Limited Partnership, a limited partnership organized under the laws of Luxembourg (“Advent International VIII-C”);
 

7.
Cypress Investment GP, LLC, a Delaware limited liability company (“Cypress GP”);
 

8.
GPE VIII GP S.à.r.l, a corporation organized under the laws of Luxembourg (“Advent GP Luxembourg”);
 

 9.
GPE VIII GP Limited Partnership, a limited partnership organized under the laws of the Cayman Islands (“Advent GP Cayman”);
 

10.
Advent Global Opportunities Master Limited Partnership, a limited partnership organized under the laws of the Cayman Islands (“AGO Master Fund”);
 

11.
Advent Global Opportunities GP LLC, a Delaware limited liability company (“AGO GP LLC”);
 

12.
Advent Global Opportunities Management LLC, a Delaware limited liability company (“AGO Manager”).
 
Cypress Investor is beneficially owned by Advent International GPE VIII Limited Partnership (“Advent International VIII”), Advent International GPE VIII-A Limited Partnership (“Advent International VIII-A”), Advent International GPE VIII-B-1 Limited Partnership (“Advent International VIII-B-1”), Advent International GPE VIII-B-2 Limited Partnership (“Advent International VIII-B-2”), Advent International GPE VIII-B-3 Limited Partnership (“Advent International VIII-B-3”), Advent International GPE VIII-B Limited Partnership (“Advent International VIII-B”), Advent International GPE VIII-D Limited Partnership (“Advent International VIII-D”), Advent International GPE VIII-E Limited Partnership (“Advent International VIII-E”), Advent International GPE VIII-F Limited Partnership (“Advent International VIII-F”), Advent International GPE VIII-G Limited Partnership (“Advent International VIII-G”), Advent International GPE VIII-H Limited Partnership (“Advent International VIII-H”), Advent International GPE VIII-I Limited Partnership (“Advent International VIII-I”), Advent International GPE VIII-J Limited Partnership (“Advent International VIII-J” and together with Advent International VIII, Advent International VIII-B-1, Advent International VIII-B-2, Advent International VIII-B-3, Advent International VIII-B, Advent International VIII-D, Advent International VIII-F, Advent International VIII-H and Advent International VIII-I, the “Advent Luxembourg Funds”), Advent International GPE VIII-K Limited Partnership (“Advent International VIII-K”), Advent International GPE VIII-L Limited Partnership (“Advent International VIII-L” and together with Advent International VIII-A, Advent International VIII-E, Advent International VIII-G and Advent International VIII-K, the “Advent Cayman Funds”), Advent Partners GPE VIII Limited Partnership (“Advent Partners VIII”), Advent Partners GPE VIII-A Limited Partnership (“Advent Partners VIII-A”), Advent Partners GPE VIII Cayman Limited Partnership (“Advent Partners VIII Cayman”), Advent Partners GPE VIII-A Cayman Limited Partnership (“Advent Partners VIII-A Cayman”) and Advent Partners GPE VIII-B Cayman Limited Partnership (“Advent Partners VIII-B Cayman” and together with Advent Partners VIII, Advent Partners VIII-A, Advent Partners VIII Cayman and Advent Partners VIII-A Cayman, the “Advent Partners Funds”).


Advent is the manager of Advent VIII GP, which in turn is the general partner of each of Advent GP Cayman and AP GPE VIII GP Limited Partnership (“Advent Partners GP”). Advent VIII GP is also the manager of Advent GP Luxembourg, which is the general partner of each of the Advent Luxembourg Funds and Advent International VIII-C. Advent Partners GP is the general partner of each of the Advent Partners Funds. Advent GP Cayman is the general partner of each of the Advent Cayman Funds and GPE VIII CCC Co-Investment.
 
Cypress GP is the general partner of Cypress Investor. Advent is the managing member of Cypress GP. Advent GP LLC is the general partner of Advent. Advent Global Opportunities GP LP (“AGO GP LP”) is the general partner of AGO Master Fund. AGO GP LLC is the general partner of AGO GP LP. AGO Manager acts as investment manager to AGO Master Fund. Advent is the sole member of both AGO GP LLC and AGO Manager. Investors in the AGO Master Fund invest in one or more of the following feeder funds: Advent Global Opportunities Fund LP, Advent Global Opportunities Limited Partnership, Advent Global Opportunities Fund Ltd. and Advent Global Opportunities Ltd. (collectively, the “AGO Feeder Funds”), which are the limited partners of the AGO Master Fund. The various AGO entities referenced in this Item 2 were previously branded as Sunley House.
 
The address of the principal business and the principal office of the Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069.
 
During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been 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. A joint filing agreement among the Reporting Persons is attached as Exhibit 99.1 to this Statement and incorporated herein by reference.

Item 4.
Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended to include the following:
 
On November 13, 2023, Cypress Investor, GPE VIII CCC Co-Investment, Advent International VIII-C and AGO Master Fund (collectively, the “Advent Funds”) sold 50,888,780 shares, 1,609,497 shares, 16,876,723 shares and 500,000 shares of Common Stock, respectively, for $10.10625 per share, net of underwriting discounts and commissions (the “November 2023 Offering”), pursuant to that certain Underwriting Agreement by and among the Advent Funds, the Issuer and the underwriters (the “November 2023 Underwriting Agreement”), including pursuant to the underwriters’ exercise of their over-allotment option. In connection with the November 2023 Offering, the Advent Funds entered into customary “lock-up” agreements with the underwriters, dated November 8, 2023 (the “November 2023 Lock-up Agreements”), pursuant to which the Advent Funds generally agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, shares of Common Stock, for 45 days after the date of the final prospectus relating to the November 2023 Offering without prior written consent from the underwriters.
 
The foregoing descriptions of the November 2023 Underwriting Agreement and the November 2023 Lock-up Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the November 2023 Underwriting Agreement, a copy of which is attached as Exhibit 99.2, and a form of the November 2023 Lock-up Agreement attached as Exhibit A to the November 2023 Underwriting Agreement, both of which are incorporated by reference herein.


Item 5.
Interest in Securities of the Issuer
 
Item 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
 
The information set forth or incorporated by reference in Items 2 and 6 of this Statement is incorporated by reference in this Item 5.
 
(a) and (b) The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. As of November 13, 2023, the Reporting Persons beneficially owned in the aggregate 285,753,649 shares of Common Stock, which represents approximately 47.4% of the outstanding shares (based on 602,379,578 shares of Common Stock of the Issuer outstanding as of November 13, 2023, as reported in the Issuer’s prospectus supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on November 9, 2023, the “Outstanding Shares”). The shares beneficially owned by the Reporting Persons were directly held as follows: 209,609,459 shares held directly by Cypress Investor, 6,629,447 shares directly held by Advent International VIII-C, 69,514,743 shares held directly by GPE VIII CCC Co-Investment and 0 shares held directly by AGO Master Fund. Cypress GP, as general partner of Cypress Investor, may be deemed to beneficially own the 209,609,459 shares held directly by Cypress Investor. Advent GP Luxembourg, as general partner of Advent International VIII-C, may be deemed to beneficially own the 6,629,447 shares held directly by Advent International VIII-C. Advent GP Cayman, as general partner of GPE VIII CCC Co-Investment, may be deemed to beneficially own the 69,514,743 shares held directly by GPE VIII CCC Co-Investment. Advent VIII GP, as manager of Advent GP Luxembourg and general partner of Advent GP Cayman, may be deemed to beneficially own the 76,144,190 shares held directly by Advent International VIII-C and GPE VIII CCC Co-Investment.  Advent GP LLC, as general partner of Advent, and Advent, as manager of Advent VIII GP and managing member of Cypress GP, may each be deemed to beneficially own the 285,753,649 shares held directly by Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment.  The Advent Luxembourg Funds, the Advent Cayman Funds and the Advent Partners Funds have ownership interests in Cypress Investor, but none of the Advent Luxembourg Funds, the Advent Cayman Funds or the Advent Partners Funds has voting or dispositive power over any shares.  The foregoing excludes the contingent right of Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment to receive an aggregate of up to 9,919,012 Earnout Shares (as defined and described in Item 6 of this Statement).
 
In connection with the November 2023 Offering, AGO Master Fund, AGO GP LP, as general partner of AGO Master Fund, AGO GP LLC, as general partner of AGO GP LP, and AGO Manager, as investment manager to AGO Master Fund, no longer may be deemed to beneficially own any shares of Common Stock of the Issuer.
 
As a result of the Transaction Agreements (as previously defined and described in Item 6 of this Statement), the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of Exchange Act. This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock covered by the Transaction Agreements.
 
(c) Except pursuant to the November 2023 Offering, none of the Reporting Persons effected transactions in Common Stock during the past 60 days.

Item 7.
Material to Be Filed as Exhibits

Exhibit No.

Description



Joint Filing Agreement, dated as of November 15, 2023, by and among the Reporting Persons (filed herewith).



99.2
 
Underwriting Agreement, dated as of November 8, 2023, by and among the Advent Funds, the Issuer and the Underwriters (filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K on November 13, 2023 and incorporated herein by reference).


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: November 15, 2023

CYPRESS INVESTOR HOLDINGS, L.P.



By: CYPRESS INVESTMENT GP, LLC, GENERAL PARTNER

 
By: ADVENT INTERNATIONAL, L.P., MANAGING MEMBER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance



CYPRESS INVESTMENT GP, LLC



By: ADVENT INTERNATIONAL, L.P., MANAGING MEMBER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance


ADVENT INTERNATIONAL VIII-C LIMITED PARTNERSHIP



By: GPE VIII GP S.A.R.L.

 
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER, and

 
 /s/ Justin Nuccio

Name: Justin Nuccio
Title:   Manager


By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance



GPE VIII GP S.A.R.L.



By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER, and



 /s/ Justin Nuccio

Name: Justin Nuccio

Title:   Manager



By: ADVENT INTERNATIONAL, L.P., MANAGER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance


GPE VIII CCC CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP



By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

 
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

 
By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance



GPE VIII GP LIMITED PARTNERSHIP



By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER



By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford

Title:   Vice President of Finance



ADVENT INTERNATIONAL GPE VIII, LLC
 


By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford

Title:   Vice President of Finance



ADVENT GLOBAL OPPORTUNITIES MASTER FUND LIMITED PARTNERSHIP
 
   
By: ADVENT GLOBAL OPPORTUNITIES GP LP, GENERAL PARTNER
 
   
By: ADVENT GLOBAL OPPORTUNITIES GP LLC, GENERAL PARTNER
 


By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford

Title:   Vice President of Finance


ADVENT GLOBAL OPPORTUNITIES GP LLC
 


By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford

Title:   Vice President of Finance


ADVENT GLOBAL OPPORTUNITIES MANAGEMENT LLC



By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance



ADVENT INTERNATIONAL, L.P.



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance


ADVENT INTERNATIONAL GP, LLC



/s/ Neil Crawford

Name: Neil Crawford

Title:   Vice President of Finance





Exhibit 99.1
 
Joint Filing Agreement
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of Common Stock, $0.0001 par value per share, of CCC Intelligent Solutions Holdings, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 15th day of November, 2023.
 
CYPRESS INVESTOR HOLDINGS, L.P.



By: CYPRESS INVESTMENT GP, LLC, GENERAL PARTNER
 


By: ADVENT INTERNATIONAL, L.P., MANAGING MEMBER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford  
Title:   Vice President of Finance



CYPRESS INVESTMENT GP, LLC
 


By: ADVENT INTERNATIONAL, L.P., MANAGING MEMBER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 

ADVENT INTERNATIONAL VIII-C LIMITED PARTNERSHIP
 
   
By: GPE VIII GP S.A.R.L.
 

 
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER, and
 
   
 /s/ Justin Nuccio
 
Name: Justin Nuccio

Title:   Manager

   
By: ADVENT INTERNATIONAL, L.P., MANAGER
 

 
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
 
   
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 


GPE VIII GP S.A.R.L.
 

 
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER, and
 

 
 /s/ Justin Nuccio
 
Name: Justin Nuccio
 
Title:   Manager
 

 
By: ADVENT INTERNATIONAL, L.P., MANAGER
 
   
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 
 
GPE VIII CCC CO-INVESTMENT (DELAWARE) LIMITED PARTNERSHIP
 

 
By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER
 

 
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
 

 
By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 
   
GPE VIII GP LIMITED PARTNERSHIP
 
   
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER
 
   
By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 


ADVENT INTERNATIONAL GPE VIII, LLC
 


By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 
   
ADVENT GLOBAL OPPORTUNITIES MASTER FUND LIMITED PARTNERSHIP
 
   
By: ADVENT GLOBAL OPPORTUNITIES GP LP, GENERAL PARTNER
 
   
By: ADVENT GLOBAL OPPORTUNITIES GP LLC, GENERAL PARTNER
 
   
By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 

ADVENT GLOBAL OPPORTUNITIES GP LLC
 

 
By: ADVENT INTERNATIONAL, L.P., MANAGER



By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER



/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 

ADVENT GLOBAL OPPORTUNITIES MANAGEMENT LLC
 

 
By: ADVENT INTERNATIONAL, L.P., MANAGER
 

 
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
 

 
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 


ADVENT INTERNATIONAL, L.P.
 
   
By: ADVENT INTERNATIONAL GP, LLC, GENERAL PARTNER
 
   
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance
 

ADVENT INTERNATIONAL GP, LLC
 

 
/s/ Neil Crawford
 
Name: Neil Crawford
 
Title:   Vice President of Finance