MSD Partners SC 13G Hayward / MSD Partners ownership change

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.

(Amendment No. )*

Hayward Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

421298100

(CUSIP Number)

December 31, 2021

(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 purposes 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.

421298100

1	NAMES OF REPORTING PERSONS

	MSD Partners, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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
		71,583,085

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		71,583,085

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,583,085

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.8%¹

12	TYPE OF REPORTING PERSON*
	PN

1	The percentages used herein and in the rest of this Schedule 13G are calculated based upon 232,077,812 shares of the Issuer’s common stock outstanding as of October 25, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 27, 2021.

CUSIP NO.

421298100

1	NAMES OF REPORTING PERSONS

	MSD Aqua Partners, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(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
		71,583,085

	7	SOLE DISPOSITIVE POWER
		-0-

	8	SHARED DISPOSITIVE POWER
		71,583,085

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	71,583,085

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	30.8%¹

12	TYPE OF REPORTING PERSON*
	PN

CUSIP NO.

421298100

Item 1(a)	Name of Issuer:

	The name of the issuer is Hayward Holdings, Inc. (the “Company”)

Item 1(b)	Address of Issuer's Principal Executive Offices:

	The Company's principal executive office is located at 400 Connell Drive, Suite 6100, Berkeley Heights, NJ.

Item 2(a)	Name of Person Filing:

	This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. (“MSD Partners”) and MSD Aqua Partners, LLC (“MSD Aqua Partners”). MSD Aqua Partners is the direct owner of the securities covered by this statement. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Aqua Partners. MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Each of John Phelan, Marc R. Lisker and Brendan Rogers is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP. The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2022, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. MSD Aqua Partners and certain affiliates of CCMP Capital Advisors, LP ("CCMP") and Alberta Investment Management Corporation ("AIMCo") are parties to a Stockholders' Agreement ("Stockholders' Agreement") with the Issuer, which contains, among other things, certain provisions relating to the timing and manner of disposition of shares of the Issuer. By virtue of the Stockholders’ Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Stockholders and/or certain of their affiliates. Based in part on information provided by the Issuer, as of December 31, 2021 such a “group” would be deemed to beneficially own an aggregate of 179,852,865 shares of Common Stock, which represents 77.5% of the Common Stock of the Issuer, as of that date. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders’ Agreement. Certain entities affiliated with CCMP and AIMCo are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

Item 2(b)	Address of Principal Business Office or, if none, Residence:

	The address of the principal business office of MSD Partners and MSD Aqua Partners is 645 Fifth Avenue, 21st Floor, New York, New York 10022.

Item 2(c)	Citizenship:

	MSD Partners is organized as a limited partnership under the laws of the State of Delaware. MSD Aqua Partners is a limited liability company organized under the laws of the State of Delaware.

Item 2(d)	Title of Class of Securities:

	Common Stock

Item 2(e)	CUSIP No.:

	421298100

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

	Not applicable.

Item 4

Ownership:


A.	MSD Partners, L.P.

	(a)		Amount beneficially owned: 71,583,085

	(b)		Percent of class: 30.8%

	(c)		Number of shares as to which such person has:

			(i)		Sole power to vote or direct the vote: -0-

			(ii)		Shared power to vote or direct the vote: 71,583,085

			(iii)		Sole power to dispose or direct the disposition: -0-

			(iv)		Shared power to dispose or direct the disposition: 71,583,085

B.		MSD Aqua Partners, LLC

		(a)		Amount beneficially owned: 71,583,085

		(b)		Percent of class: 30.8%

		(c)		Number of shares as to which such person has:

				(i)		Sole power to vote or direct the vote: -0-

				(ii)		Shared power to vote or direct the vote: 71,583,085

				(iii)		Sole power to dispose or direct the disposition: -0-

				(iv)		Shared power to dispose or direct the disposition: 71,583,085

C.		MSD Partners (GP), LLC

		(a)		Amount beneficially owned: 71,583,085

		(b)		Percent of class: 30.8%

		(c)		Number of shares as to which such person has:

				(i)			Sole power to vote or direct the vote: -0-

				(ii)			Shared power to vote or direct the vote: 71,583,085

				(iii)			Sole power to dispose or direct the disposition: -0-

				(iv)			Shared power to dispose or direct the disposition: 71,583,085

D.	John C. Phelan

	(a)	Amount beneficially owned: 71,583,085

	(b)	Percent of class: 30.8%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 71,583,085

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 71,583,085

E.	Marc R. Lisker

	(a)	Amount beneficially owned: 71,583,085

	(b)	Percent of class: 30.8%

	(c)	Number of shares as to which such person has:

		(i)		Sole power to vote or direct the vote: -0-

		(ii)		Shared power to vote or direct the vote: 71,583,085

		(iii)		Sole power to dispose or direct the disposition: -0-

		(iv)		Shared power to dispose or direct the disposition: 71,583,085

F.	Brendan Rogers

	(a)	Amount beneficially owned: 71,583,085

	(b)	Percent of class: 30.8%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or direct the vote: -0-

		(ii)	Shared power to vote or direct the vote: 71,583,085

		(iii)	Sole power to dispose or direct the disposition: -0-

		(iv)	Shared power to dispose or direct the disposition: 71,583,085

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 each of the Reporting Persons 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 or Control Person:

	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 are 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 are not held in connection with or as participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete and correct.

Date: February 14, 2022

	MSD Partners, L.P.

	By:	MSD Partners (GP), LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

	MSD Aqua Partners, LLC

	By:	MSD Partners, L.P.
	Its:	Manager

	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

EXHIBIT INDEX

Exhibit		Description of Exhibit

99.1		Joint Filing Agreement dated February 14, 2022

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G 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.

Date: February 14, 2022

	MSD Partners, L.P.

	By:	MSD Partners (GP), LLC
	Its:	General Partner

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

	MSD Aqua Partners, LLC

	By:	MSD Partners, L.P.
	Its:	Manager

	By:	MSD Partners (GP), LLC
	Its:	General Partner
	Title:	Manager

	By:	/s/ Marc R. Lisker
	Name:	Marc R. Lisker
	Title:	Manager

MSD Partners SC 13GHayward / MSD Partners ownership change