0000909518-12-000054.txt : 20120213 0000909518-12-000054.hdr.sgml : 20120213 20120213160532 ACCESSION NUMBER: 0000909518-12-000054 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 GROUP MEMBERS: BRENNEMAN GREG D. GROUP MEMBERS: CCMP CAPITAL ASSOCIATES GP LLC GROUP MEMBERS: CCMP CAPITAL ASSOCIATES L.P. GROUP MEMBERS: CCMP CAPITAL INVESTORS (CAYMAN) II L.P. GROUP MEMBERS: CCMP CAPITAL INVESTORS II L.P GROUP MEMBERS: CCMP CAPITAL LLC GROUP MEMBERS: CCMP GENERAC CO-INVEST L.P. GROUP MEMBERS: MURRAY STEPHEN P. GROUP MEMBERS: ZANNINO RICHARD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Francesca's Holdings CORP CENTRAL INDEX KEY: 0001399935 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 208874704 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86663 FILM NUMBER: 12599100 BUSINESS ADDRESS: STREET 1: 3480 WEST 12TH STREET CITY: Houston STATE: TX ZIP: 77008 BUSINESS PHONE: 713-864-1358 MAIL ADDRESS: STREET 1: 3480 WEST 12TH STREET CITY: Houston STATE: TX ZIP: 77008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CCMP Capital Associates, L.P. CENTRAL INDEX KEY: 0001372941 IRS NUMBER: 204033783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 600-9600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 SC 13G 1 mm02-0912fhc_sc13g.htm mm02-0912fhc_sc13g.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_____________
SCHEDULE 13G
 
(RULE 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
____________________
___________
(Amendment No. __)*
 
FRANCESCA’S HOLDINGS CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.01 per share
  
351793 104
(Title of class of securities)
  
(CUSIP number)
 
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b) 
o Rule 13d-1(c) 
x 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).
Continued on Following Pages
Page 1

 
 
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 2
 


1
NAME OF REPORTING PERSON               CCMP Capital Investors II, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
23,567,273*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
23,567,273*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
23,567,273*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               54.1%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               PN
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 14,691,254 in each case, and the percent of class was 33.7%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.
 
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 3
 


1
NAME OF REPORTING PERSON               CCMP Capital Investors (Cayman), L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Cayman Islands
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
3,141,273*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
3,141,273*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,141,273*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)              7.2%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               FI
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 1,958,192 in each case, and the percent of class was 4.5%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 4
 


1
NAME OF REPORTING PERSON               CCMP Capital Associates, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               PN
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.
 

 
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 5
 


1
NAME OF REPORTING PERSON               CCMP Capital Associates GP, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               OO
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.
 
 
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 6
 
 
 
1
NAME OF REPORTING PERSON               CCMP Capital, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         Delaware
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               OO
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.
 
 
 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 7
 
 

1
NAME OF REPORTING PERSON               Stephen Murray
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.



 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 8
 


1
NAME OF REPORTING PERSON               Greg D. Brenneman
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.

 
 
 
 
 
 
CUSIP No.
351793 104
13G
Page 9
 


1
NAME OF REPORTING PERSON               Richard Zannino
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
 
(a) [  ]
 (b) [X]
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION         United States
 
NUMBER OF
SHARES
5
SOLE VOTING POWER
0*
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
26,708,546*
EACH
 REPORTING
7
SOLE DISPOSITIVE POWER
0*
PERSON WITH
 
8
SHARED DISPOSITIVE POWER
26,708,546*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
26,708,546*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
     [  ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)               61.3%*
 
12
TYPE OF REPORTING PERSON (See Instructions)               IN
 


* As of December 31, 2011.  As of February 13, 2012, the shared voting power, shared dispositive power and aggregate amount beneficially owned was 16,649,446 in each case, and the percent of class was 38.2%. See Item 4 on page 11 for additional information, including beneficial ownership as of February 13, 2012.



 
 
 

 

 
ITEM 1.
NAME OF ISSUER; ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
(a) – (b)   This statement on Schedule 13G (this “Schedule 13G”) is being filed with respect to shares of common stock, par value $0.01 per share (“Common Stock”), of Francesca’s Holdings Corporation, a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 3480 W. 12th Street, Houston, Texas 77008.
 
ITEM 2.          NAME OF PERSON FILING; ADDRESS OR PRINCIPAL BUSINESS OFFICE; CITIZENSHIP; TITLE OF CLASS OF SECURITIES; CUSIP NO.
 
(a)       This Schedule 13G is being filed by:

           (i) CCMP Capital Investors II, L.P. (“CCMP Capital Investors”);
 
                                   (ii) CCMP Capital Investors (Cayman) II, L.P. (“CCMP Cayman” and together with CCMP Capital Investors, the “CCMP Capital Funds”);
 
                                  (iii) CCMP Capital Associates, L.P. (“CCMP Capital Associates”);
 
                                  (iv) CCMP Capital Associates GP, LLC (“CCMP Capital Associates GP”);
 
                                  (v) CCMP Capital, LLC (“CCMP Capital”); and
 
    (vi) Stephen Murray, Greg D. Brenneman and Richard Zannino (Messrs. Murray, Brenneman and Zannino, together with the CCMP Capital Funds, CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital, the “Reporting Persons”), each in his capacity as a member of a CCMP Capital investment committee that makes voting and disposition decisions with respect to the Issuer’s Common Stock beneficially owned by CCMP Capital.
 
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2012, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which each have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)        The principal business office of each of the Reporting Persons other than CCMP Cayman is:
 
c/o CCMP Capital, LLC
245 Park Avenue
New York, NY 10167

The principal business office for CCMP Cayman is:

c/o Walkers Corporate Services Limited
Walker House
87 Mary Street
George Town KY 1-9005
Grand Cayman, Cayman Islands

(c)        Citizenship of the Reporting Persons:
 
(i) CCMP Capital Investors, CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital: Delaware;
 
(ii) CCMP Cayman: Cayman Islands; and
 
(iii) Messrs. Murray, Brenneman and Zannino: United States.
 
 
 
 
Page 10 of 15
 
 
 
 
                   (d)  
Title of Class of Securities:
 
Common Stock, par value $0.01 per share
 
                   (e)  
CUSIP Number:
 
351793 104
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c), CHECK THE APPROPRIATE BOX.

Not applicable.

ITEM 4.         OWNERSHIP

(a) Amount beneficially owned:

As of December 31, 2011, the Reporting Persons as a group beneficially own 26,708,546 shares of the Issuer’s Common Stock, which constitutes 61.3% of the Issuer's total Common Stock outstanding.  The percentage ownership of the Reporting Persons is based on 43,538,592 shares of Common Stock outstanding as of November 30, 2011, as reported by the Issuer in its Form 10-Q for the period ended October 29, 2011 filed with the Securities and Exchange Commission on December 7, 2011.

As of February 13, 2012, the Reporting Persons as a group beneficially own 16,649,445 shares of the Issuer’s Common Stock, which constitutes 38.2% of the Issuer's total Common Stock outstanding.  The percentage ownership of the Reporting Persons is based on 43,538,592 shares of Common Stock outstanding as of January 12, 2012, as reported by the Issuer in its Final Prospectus filed with the Securities and Exchange Commission on January 27, 2012.

The general partner of each of the CCMP Capital Funds is CCMP Capital Associates.  The general partner of CCMP Capital Associates is CCMP Capital Associates GP.  CCMP Capital Associates GP is wholly owned by CCMP Capital.  CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds.  Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Brenneman and Zannino.

Each of CCMP Capital Associates, CCMP Capital Associates GP and CCMP Capital is deemed to beneficially own 23,567,273 shares of the Issuer’s Common Stock held by CCMP Capital Investors as of December 31, 2011 (14,691,254 shares as of February 13, 2012) and 3,141,273 shares of the Issuer's Common Stock held by CCMP Cayman as of December 31, 2011 (1,958,192 shares as of February 13, 2012).  As a consequence of being members of the CCMP Capital investment committee that makes voting and disposition decisions with respect to the reported securities, Messrs. Murray, Brenneman and Zannino may be deemed, pursuant to Ruled 13d-3 under the Exchange Act, to beneficially own all 26,708,546 shares of the Issuer's Common Stock held by the CCMP Capital Funds as of December 31, 2011 (16,649,446 shares as of February 13, 2012). Each of Messrs. Murray, Brenneman and Zannino disclaims any beneficial ownership of any securities held by the CCMP Capital Funds.

(b)        Percent of Class:

            The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(c)        Number of Shares as to which such Person has:

            (i)           Sole power to vote or to direct the vote:  The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.
 
 
 
 
Page 11 of 15
 
 
 

 
            (ii)           Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  See also Item 4(a) above.

            (iii)           Sole power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

            (iv)           Shared power to dispose or to direct the disposition of:  The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.  See also Item 4(a) above.

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


CCMP Capital ultimately exercises voting and dispositive power of the securities held by the CCMP Capital Funds.  Voting and disposition decisions at CCMP Capital with respect to such securities are made by an investment committee, the members of which are Messrs. Murray, Brenneman and Zannino.


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

 Not applicable.


 
 
Page 12 of 15
 
 

 
SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date:           February 13, 2012
 

 
CCMP Capital, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Investors II, L.P.
  
     
 
By: CCMP Capital Associates, L.P., its general partner
  
     
 
By: CCMP Capital Associates GP, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Investors (Cayman) II, L.P.
  
     
 
By: CCMP Capital Associates, L.P., its general partner
  
     
 
By: CCMP Capital Associates GP, LLC, its general partner
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Associates, L.P.,
  
     
 
By: CCMP Capital Associates GP, LLC, its general partner
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Associates GP, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
 
 
 
 
 
Page 13 of 15
 
 
 
 
/s/ Stephen Murray
  
 
Stephen Murray
  
     
     
     
 
/s/ Richard Zannino
  
 
Richard Zannino
  
     
     
     
 
/s/ Greg D. Brenneman
  
 
Greg D. Brenneman
  


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 14 of 15
 
 
 
 
EXHIBIT INDEX
 
Exhibit A                 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 15 of 15
 EX-99.A 2 mm02-0912fhc_sc13gexa.htm JOINT FILING AGREEMENT mm02-0912fhc_sc13gexa.htm
 
 
EXHIBITA
 
JOINT FILING AGREEMENT
 
The undersigned acknowledge and agree that each of the undersigned is individually eligible to use the Schedule 13G to which this Exhibit is attached, such Schedule 13G is filed on behalf of each of the undersigned and all subsequent amendments to such Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is accurate.
 
Dated this 13th day of February, 2012.

 
CCMP Capital, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Investors II, L.P.
  
     
 
By: CCMP Capital Associates, L.P., its general partner
  
     
 
By: CCMP Capital Associates GP, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Investors (Cayman) II, L.P.
  
     
 
By: CCMP Capital Associates, L.P., its general partner
  
     
 
By: CCMP Capital Associates GP, LLC, its general partner
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Associates, L.P.,
  
     
 
By: CCMP Capital Associates GP, LLC, its general partner
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
     
 
CCMP Capital Associates GP, LLC
  
     
 
/s/ Marc Unger
  
 
Marc Unger
  
 
Chief Operating Officer & Chief Financial Officer
  
     
 
 
 
 
 
 
 
 
/s/ Stephen Murray
  
 
Stephen Murray
  
     
     
     
 
/s/ Richard Zannino
  
 
Richard Zannino
  
     
     
     
 
/s/ Greg D. Brenneman
  
 
Greg D. Brenneman