SC 13D/A

 

 

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)

 




Reporting
Persons

 

Number of

Shares With

Sole Voting and

Dispositive

Power

 

Number of

Shares With

Shared Voting
and Dispositive

Power

 

Aggregate
Number of
Shares
Beneficially

Owned

 

Percentage
of Class
Beneficially

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
Reporting Persons

  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