UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
The Container Store Group, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
210751103
(CUSIP Number)
Jennifer Bellah Maguire
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7986
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 2016
(Date of Event Which Requires Filing of Statement on Schedule 13D)
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), checking the following box. ¨
| * | 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. 210751103 | Schedule 13D/A | Page 2 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors V, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 3 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green Equity Investors Side V, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 4 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
TCS Co-Invest, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 5 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
GEI Capital V, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 6 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Green V Holdings, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
OO (Limited Liability Company) | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 7 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Leonard Green & Partners, L.P. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 8 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
LGP Management, Inc. | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 9 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Jonathan D. Sokoloff | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 10 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
Timothy J. Flynn | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 11 of 19 Pages |
| (1) | Name of Reporting Persons: I.R.S. Identification No. of Above Persons (entities only):
J. Kristofer Galashan | |||||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions): (a) x (b) ¨
| |||||
| (3) | SEC Use Only:
| |||||
| (4) | Source of Funds (See Instructions):
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:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
(7) | Sole Voting Power
0 | ||||
| (8) | Shared Voting Power
31,757,873 shares of Common Stock | |||||
| (9) | Sole Dispositive Power
0 | |||||
| (10) | Shared Dispositive Power
31,757,873 shares of Common Stock | |||||
| (11) |
Aggregate Amount Beneficially Owned by Each Reporting Person:
31,757,873 shares of Common Stock | |||||
| (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):
66.2% beneficial ownership of the voting stock based on 47,986,975 shares of Common Stock outstanding as reported in Form 10-K filed by the Issuer on May 10, 2016. | |||||
| (14) | Type of Reporting Person (See Instructions):
IN | |||||
| CUSIP No. 210751103 | Schedule 13D/A | Page 12 of 19 Pages |
| ITEM 1. | SECURITY AND ISSUER |
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of The Container Store Group, Inc., a Delaware corporation (the “Issuer”).
The address of the Issuer’s principal executive offices is 500 Freeport Parkway, Coppell, Texas 75019.
| ITEM 2. | IDENTITY AND BACKGROUND |
The disclosure provided in Item 2 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
| (a) | The names of the directors and executive officers of LGPM are set forth on Schedule 1, which is incorporated herein by reference. |
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
The disclosure provided in Item 3 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
In addition to and not in lieu of the foregoing, as of the date of this statement, Jonathan D. Sokoloff, Timothy J. Flynn and J. Kristofer Galashan each held options convertible into 10,132 shares of Common Stock, one third of which vested and became exercisable on August 2, 2015.
| ITEM 4. | PURPOSE OF TRANSACTION |
The disclosure provided in Item 4 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
On May 6, 2016, the Investors entered into a termination of voting agreement (the “Termination Agreement”), pursuant to which the Investors agreed to terminate the Voting Agreement; provided that each Investor agreed to vote all shares of Common Stock owned or held of record by such Investor at the annual meeting of the Issuer’s stockholders to be held in 2016 (the “2016 Annual Meeting”), in favor of, or to take all actions by written consent in lieu of any such 2016 Annual Meeting as are necessary, to cause the election of William A. “Kip” Tindell, III as a member of the Board of Directors of the Issuer to the extent such person is nominated for election as a Director by the Nominating and Corporate Governance Committee of the Board of Directors of the Issuer. The Termination Agreement is filed as Exhibit 7.9.
Except as disclosed in this Item 4, none of the Investors, nor any of the other Reporting Persons, has any current plans or proposals which relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve
| CUSIP No. 210751103 | Schedule 13D/A | Page 13 of 19 Pages |
the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans or proposals in the future depending on market conditions and/or other factors.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER |
(a) and (b)
|
|
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting Power |
Aggregate Owned |
Percentage Owned | ||||
| GEI V |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| GEI Side V |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| Co-Invest |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| Jonathan D. Sokoloff |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| Timothy J. Flynn |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| J. Kristofer Galashan |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| Other |
0 | 31,757,873 | 31,757,873 | 66.2% | ||||
| (c) | Other than the shares reported herein, none of the Reporting Persons has effected any transactions involving the Common Stock in the 60 days prior to filing this Amendment. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
The disclosure provided in Item 6 of the Schedule 13D amended hereby is updated to include the following additional disclosure:
Pursuant to the Termination Agreement, the Investors agreed to terminate the Voting Agreement; provided that each Investor agreed to vote all shares of Common Stock owned or held of record by such Investor at the 2016 Annual Meeting in favor of, or to take all actions by written consent in lieu of any such 2016 Annual Meeting as are necessary, to cause the election
| CUSIP No. 210751103 | Schedule 13D/A | Page 14 of 19 Pages |
of William A. “Kip” Tindell, III as a member of the Board of Directors of the Issuer to the extent such person is nominated for election as a Director by the Nominating and Corporate Governance Committee of the Board of Directors of the Issuer. Immediately following such actions by the Investors at the 2016 Annual Meeting in the immediately preceding sentence, the Reporting Persons shall no longer be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, with the Separately Filing Group Members. For further information, see the Termination Agreement filed herewith as Exhibit 7.9.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement filed herewith as Exhibit 7.9 and incorporated herein by reference.
Other than the matters disclosed above in response to Items 4 and 5 and this Item 6, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
| CUSIP No. 210751103 | Schedule 13D/A | Page 15 of 19 Pages |
| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
| 7.1 | Voting Agreement (incorporated by reference to Exhibit 4.4 to The Container Store Group, Inc.’s Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on October 21, 2013). |
| 7.2 | Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 4.3 to The Container Store Group, Inc.’s Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on October 21, 2013). |
| 7.3 | Lock-up Agreement, dated as of October 21, 2013 (incorporated by reference to Exhibit 7.3 to Green Equity Investors V, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013). |
| 7.4 | Joint Filing Agreement, dated as of November 15, 2013 (incorporated by reference to Exhibit 7.4 to Green Equity Investors V, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013). |
| 7.5 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by the Investors, Capital, Holdings, LGP, and LGPM, collectively, on November 1, 2013). |
| 7.6 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by Timothy J. Flynn on November 1, 2013). |
| 7.7 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by Jonathan D. Sokoloff on November 4, 2013). |
| 7.8 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by J. Kristofer Galashan on November 4, 2013). |
| 7.9 | Termination of Voting Agreement, dated as of May 6, 2016. |
| CUSIP No. 210751103 | Schedule 13D/A | Page 16 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment is true, complete and correct.
Dated as of May 10, 2016
| Green Equity Investors V, L.P. | ||
| By: | GEI Capital V, LLC, its General Partner | |
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Manager | ||
| Green Equity Investors Side V, L.P. | ||
| By: | GEI Capital V, LLC, its General Partner | |
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Manager | ||
| TCS Co-invest, LLC | ||
| By: | Leonard Green & Partners, L.P., its Manager | |
| By: | LGP Management, Inc., its General Partner | |
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Executive Vice President | ||
| and Managing Partner | ||
| GEI Capital V, LLC | ||
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Manager | ||
| Green V Holdings, LLC | ||
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Manager | ||
| CUSIP No. 210751103 | Schedule 13D/A | Page 17 of 19 Pages |
| Leonard Green & Partners, L.P. | ||
| By: | LGP Management, Inc., its General Partner | |
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Executive Vice President | ||
| and Managing Partner | ||
| LGP Management, Inc. | ||
| By: | /S/ CODY L. FRANKLIN | |
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| Executive Vice President, | ||
| and Managing Partner | ||
| /S/ CODY L. FRANKLIN | ||
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Jonathan D. Sokoloff | ||
| /S/ CODY L. FRANKLIN | ||
| Cody L. Franklin, as Attorney-in-Fact for | ||
| Timothy J. Flynn | ||
| /S/ CODY L. FRANKLIN | ||
| Cody L. Franklin, as Attorney-in-Fact for | ||
| J. Kristofer Galashan | ||
| CUSIP No. 210751103 | Schedule 13D/A | Page 18 of 19 Pages |
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION | |
| 7.1 | Voting Agreement (incorporated by reference to Exhibit 4.4 to The Container Store Group, Inc.’s Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on October 21, 2013). | |
| 7.2 | Amended and Restated Stockholders Agreement (incorporated by reference to Exhibit 4.3 to The Container Store Group, Inc.’s Amendment No. 1 to Form S-1, filed with the Securities and Exchange Commission on October 21, 2013). | |
| 7.3 | Lock-up Agreement, dated as of October 21, 2013 (incorporated by reference to Exhibit 7.3 to Green Equity Investors V, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013). | |
| 7.4 | Joint Filing Agreement, dated as of November 15, 2013 (incorporated by reference to Exhibit 7.4 to Green Equity Investors V, L.P.’s Schedule 13D, filed with the Securities and Exchange Commission on November 18, 2013). | |
| 7.5 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by the Investors, Capital, Holdings, LGP, and LGPM, collectively, on November 1, 2013). | |
| 7.6 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by Timothy J. Flynn on November 1, 2013). | |
| 7.7 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by Jonathan D. Sokoloff on November 4, 2013). | |
| 7.8 | Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed with the Securities and Exchange Commission by J. Kristofer Galashan on November 4, 2013). | |
| 7.9 | Termination of Voting Agreement, dated as of May 6, 2016. | |
| CUSIP No. 210751103 | Schedule 13D/A | Page 19 of 19 Pages |
SCHEDULE 1
Directors and Executive Officers of LGPM
| Name |
Position with LGPM | |
| John G. Danhakl | Director, Executive Vice President and Managing Partner | |
| Jonathan D. Sokoloff | Director, Executive Vice President and Managing Partner | |
| Jonathan A. Seiffer | Senior Vice President | |
| John M. Baumer | Senior Vice President | |
| Timothy J. Flynn | Senior Vice President | |
| James D. Halper | Senior Vice President | |
| Todd M. Purdy | Senior Vice President | |
| Michael S. Solomon | Senior Vice President | |
| W. Christian McCollum | Senior Vice President | |
| Usama N. Cortas | Senior Vice President | |
| J. Kristofer Galashan | Senior Vice President | |
| Alyse M. Wagner | Senior Vice President | |
| Cody L. Franklin | Chief Financial Officer and Assistant Secretary | |
| Adrian Maizey | Chief Operating Officer and Secretary | |
| Andrew C. Goldberg | General Counsel | |
| Lily W. Chang | Vice President – Portfolio Services | |
| Lance J.T. Schumacher | Vice President – Tax | |
| Reginald E. Holden | Vice President – Procurement | |
| Michael J. Kirton | Vice President | |
| Adam T. Levyn | Vice President | |
| Jeffrey Suer | Vice President | |
| John J. Yoon | Vice President |
Exhibit 7.9
Execution Version
TERMINATION OF VOTING AGREEMENT
May 6, 2016
WHEREAS, the undersigned are parties to that certain Voting Agreement; dated as of November 6, 2013 (the “Voting Agreement”) that sets forth their agreement with respect to the voting for members of the board of directors of The Container Store Group, Inc., a corporation organized under the laws of Delaware (the “Company”);
WHEREAS, capitalized terms used herein without definition shall have the meanings set forth in the Voting Agreement;
WHEREAS, the undersigned desire to terminate the Voting Agreement;
NOW, THEREFORE, the parties agree that the Voting Agreement is hereby terminated and shall be of no further force or effect; provided that each LGP Stockholder hereby agrees to vote all Shares owned or held of record by such LGP Stockholder at the annual meeting of the Company’s stockholders to be held in 2016 (the “2016 Annual Meeting”), in favor of, or to take all actions by written consent in lieu of any such 2016 Annual Meeting as are necessary, to cause the election of William A. “Kip” Tindell, III as a member of the Board of Directors to the extent such person is nominated for election as a Director by the Nominating and Corporate Governance Committee of the Board of Directors.
This termination agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and all of which shall be considered to be but one agreement and shall become a binding agreement when each party shall have executed one counterpart and delivered it to the other party hereto.
IN WITNESS WHEREOF, each of the undersigned has signed this termination agreement as of the date first above written:
| By: |
| |||
| Name: | William A. “Kip” Tindell, III | |||
| By: |
| |||
| Name: | Sharon Tindell | |||
| By: |
| |||
| Name: | Melissa Reiff | |||
[Signature Page to Termination of Voting Agreement]
IN WITNESS WHEREOF, each of the undersigned has signed this termination agreement as of the date first above written:
| GREEN EQUITY INVESTORS V, L.P. | ||
| By: | GEI Capital V, LLC, | |
| By: |
| |
| Name: | Tim Flynn | |
| Title: | Partner | |
| GREEN EQUITY INVESTORS SIDE V, L.P. | ||
| By: | GEI Capital V, LLC, | |
| By: |
| |
| Name: | Tim Flynn | |
| Title: | Partner | |
| TCS CO-INVEST LLC | ||
| By: |
| |
| Name: | Tim Flynn | |
| Title: | Partner | |
[Signature Page to Termination of Voting Agreement]