UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
BOJANGLES’, INC.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
097488100
(CUSIP Number)
Richard
Terranova, Advent International 75 State Street, Boston MA 02109
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2015
(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)
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 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).
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International Corporation |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
25,456,231 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
25,456,231 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,456,231 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 70.8% |
| 12. |
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TYPE OF REPORTING PERSON (see
instructions) CO, IA |
2
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International 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 Massachusetts |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
25,456,231 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
25,456,231 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,456,231 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 70.8% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) OO |
3
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-Bojangles’ Acquisition Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
25,456,231 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
25,456,231 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,456,231 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 70.8% |
| 12. |
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TYPE OF REPORTING PERSON (see
instructions) PN |
4
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-Bojangles’ 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
25,456,231 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
25,456,231 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,456,231 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 70.8% |
| 12. |
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TYPE OF REPORTING PERSON (see
instructions) OO |
5
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VI GP Limited Partnership |
| 2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) x |
| 3. |
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SEC USE ONLY
|
| 4. |
|
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
23,254,267 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
23,254,267 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,254,267 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 64.7% |
| 12. |
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TYPE OF REPORTING PERSON (see
instructions) PN |
6
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VI GP (Delaware) Limited Partnership |
| 2. |
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ¨ (b) x |
| 3. |
|
SEC USE ONLY
|
| 4. |
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CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
1,649,564 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
1,649,564 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,649,564 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 4.6% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
7
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2008 Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
427,664 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
427,664 |
| |
8. |
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SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
427,664 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.2% |
| 12. |
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TYPE OF REPORTING PERSON (see
instructions) PN |
8
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2009 Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
15,274 |
| |
6. |
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SHARED VOTING POWER
0 |
| |
7. |
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SOLE DISPOSITIVE POWER
15,274 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,274 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.0% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
9
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| 1. |
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NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2010 Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
33,094 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
33,094 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,094 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.1% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
10
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| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI-A 2010 Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
40,729 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
40,729 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,729 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.1% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
11
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| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI-A Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
35,639 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
35,639 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,639 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 0.1% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
12
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|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
11,651,315 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
11,651,315 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,651,315 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 32.4% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
13
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|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-A Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
6,565,163 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
6,565,163 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,565,163 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 18.3% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
14
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|
|
|
|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-B Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
590,584 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
590,584 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,584 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.6% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
15
|
|
|
|
|
|
|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-C Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
598,222 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
598,222 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,222 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.7% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
16
|
|
|
|
|
|
|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-D Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
460,758 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
460,758 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
460,758 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 1.3% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
17
|
|
|
|
|
|
|
| G 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-E Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
1,466,279 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
1,466,279 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,466,279 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 4.1% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
18
|
|
|
|
|
|
|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-F Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
2,191,782 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
2,191,782 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,191,782 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 6.1% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
19
|
|
|
|
|
|
|
| 1. |
|
NAMES OF
REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-G Limited Partnership |
| 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 BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH |
|
5. |
|
SOLE VOTING POWER
1,379,728 |
| |
6. |
|
SHARED VOTING POWER
0 |
| |
7. |
|
SOLE DISPOSITIVE POWER
1,379,728 |
| |
8. |
|
SHARED DISPOSITIVE POWER
0 |
| 9. |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,379,728 |
| 10. |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
| 11. |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9) 3.8% |
| 12. |
|
TYPE OF REPORTING PERSON (see
instructions) PN |
20
Bojangles’, Inc.
| |
(b) |
Address of Issuer’s Principal Executive Offices |
9432 Southern Pine Boulevard
Charlotte, North Carolina 28273 (704) 527-2675
| |
(a) |
Name of Person Filing |
| |
(b) |
Address of Principal Business Office |
This statement is being filed on behalf of the following Reporting Persons:
Advent International Corporation, a Delaware corporation;
Advent International LLC, a Massachusetts LLC;
Advent-Bojangles’ Acquisition Limited Partnership, a Delaware limited partnership;
Advent-Bojangles’ GP LLC, a Delaware LLC;
GPE VI GP Limited Partnership, a Cayman Islands limited partnership
GPE VI GP (Delaware) Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2008 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2009 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2010 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI-A 2010 Limited Partnership, a Delaware Islands limited partnership;
Advent Partners GPE VI-A Limited Partnership, a Delaware limited partnership;
Advent International GPE VI Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-A Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-B Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-C Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-D Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-E Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-F Limited Partnership, a Cayman Islands limited partnership; and
Advent International GPE VI-G Limited Partnership, a Cayman Islands limited partnership.
Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of GPE VI GP Limited
Partnership, GPE VI GP (Delaware) Limited Partnership, Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A 2010 Limited
Partnership, and Advent Partners GPE VI-A Limited Partnership. GPE VI GP Limited Partnership is the general partner of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International
GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G
21
Limited Partnership. GPE VI GP (Delaware) Limited Partnership is the general partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and
Advent International GPE VI-E Limited Partnership. Advent-Bojangles’ GP LLC is a general partner of Advent-Bojangles’ Acquisition Limited Partnership. Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited
Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A 2010 Limited Partnership, Advent Partners GPE VI-A Limited Partnership, Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited
Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-G Limited Partnership Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E
Limited Partnership are members of Advent-Bojangles’ GP LLC.
The principal business address of each Reporting Person is c/o Advent
International Corporation, 75 State Street, Boston, MA 02109.
| |
(d) |
Title of Class of Securities |
Common stock, par value $0.01 per share
097488100
Not Applicable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Number of
Shares
Beneficially
Owned |
|
|
Sole Voting
Power |
|
|
Shared
Voting
Power |
|
|
Sole
Dispositive
Power |
|
|
Shared
Dispositive
Power |
|
|
Percentage
of Common
Stock
Outstanding |
|
| Advent International Corporation |
|
|
25,456,231 |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
70.8 |
% |
| Advent International LLC |
|
|
25,456,231 |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
70.8 |
% |
| Advent-Bojangles’ Acquisition Limited Partnership |
|
|
25,456,231 |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
25,456,231 |
|
|
|
— |
|
|
|
70.8 |
% |
| Advent-Bojangles’ GP LLC |
|
|
25,456,251 |
|
|
|
25,456,251 |
|
|
|
— |
|
|
|
25,456,251 |
|
|
|
— |
|
|
|
70.8 |
% |
| GPE VI GP Limited Partnership |
|
|
23,254,267 |
|
|
|
23,254,267 |
|
|
|
— |
|
|
|
23,254,267 |
|
|
|
— |
|
|
|
64.7 |
% |
| GPE VI GP (Delaware) Limited Partnership |
|
|
1,649,564 |
|
|
|
1,649,564 |
|
|
|
— |
|
|
|
1,649,564 |
|
|
|
— |
|
|
|
4.6 |
% |
| Advent Partners GPE VI 2008 Limited Partnership |
|
|
427,664 |
|
|
|
427,664 |
|
|
|
— |
|
|
|
427,664 |
|
|
|
— |
|
|
|
1.2 |
% |
| Advent Partners GPE VI 2009 Limited Partnership |
|
|
15,274 |
|
|
|
15,274 |
|
|
|
— |
|
|
|
15,274 |
|
|
|
— |
|
|
|
0.0 |
% |
| Advent Partners GPE VI 2010 Limited Partnership |
|
|
33,094 |
|
|
|
33,094 |
|
|
|
— |
|
|
|
33,094 |
|
|
|
— |
|
|
|
0.1 |
% |
| Advent Partners GPE VI-A 2010 Limited Partnership |
|
|
40,729 |
|
|
|
40,729 |
|
|
|
— |
|
|
|
40,729 |
|
|
|
— |
|
|
|
0.1 |
% |
| Advent Partners GPE VI-A Limited Partnership |
|
|
35,639 |
|
|
|
35,639 |
|
|
|
— |
|
|
|
35,639 |
|
|
|
— |
|
|
|
0.1 |
% |
| Advent International GPE VI Limited Partnership |
|
|
11,651,315 |
|
|
|
11,651,315 |
|
|
|
— |
|
|
|
11,651,315 |
|
|
|
— |
|
|
|
32.4 |
% |
| Advent International GPE VI-A Limited Partnership |
|
|
6,565,163 |
|
|
|
6,565,163 |
|
|
|
— |
|
|
|
6,565,163 |
|
|
|
— |
|
|
|
18.3 |
% |
| Advent International GPE VI-B Limited Partnership |
|
|
590,584 |
|
|
|
590,584 |
|
|
|
— |
|
|
|
590,584 |
|
|
|
— |
|
|
|
1.6 |
% |
| Advent International GPE VI-C Limited Partnership |
|
|
598,222 |
|
|
|
598,222 |
|
|
|
— |
|
|
|
598,222 |
|
|
|
— |
|
|
|
1.7 |
% |
| Advent International GPE VI-D Limited Partnership |
|
|
460,758 |
|
|
|
460,758 |
|
|
|
— |
|
|
|
460,758 |
|
|
|
— |
|
|
|
1.3 |
% |
| Advent International GPE VI-E Limited Partnership |
|
|
1,466,279 |
|
|
|
1,466,279 |
|
|
|
— |
|
|
|
1,466,279 |
|
|
|
— |
|
|
|
4.1 |
% |
| Advent International GPE VI-F Limited Partnership |
|
|
2,191,782 |
|
|
|
2,191,782 |
|
|
|
— |
|
|
|
2,191,782 |
|
|
|
— |
|
|
|
6.1 |
% |
| Advent International GPE VI-G Limited Partnership |
|
|
1,379,728 |
|
|
|
1,379,728 |
|
|
|
— |
|
|
|
1,379,728 |
|
|
|
— |
|
|
|
3.8 |
% |
| Item 5. |
Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
22
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable.
| Item 8. |
Identification and Classification of Members of the Group |
See Exhibit 2.
| Item 9. |
Notice of Dissolution of Group |
Not Applicable
Not Applicable
23
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
|
|
| February 12, 2016 |
| Date |
|
| Advent International GPE VI Limited Partnership
Advent International GPE VI-A Limited Partnership Advent
International GPE VI-B Limited Partnership Advent International GPE VI-F Limited Partnership
Advent International GPE VI-G Limited Partnership By: GPE VI GP
Limited Partnership, General Partner By: Advent International LLC, General Partner
By: Advent International Corporation, Manager By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International GPE VI-C Limited Partnership
Advent International GPE VI-D Limited Partnership Advent
International GPE VI-E Limited Partnership By: GPE VI GP (Delaware) Limited Partnership, General Partner
By: Advent International LLC, General Partner By: Advent
International Corporation, Manager By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent Partners GPE VI 2008 Limited Partnership
Advent Partners GPE VI 2009 Limited Partnership Advent Partners
GPE VI 2010 Limited Partnership Advent Partners GPE VI-A Limited Partnership
Advent Partners GPE VI-A 2010 Limited Partnership By: Advent
International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| GPE VI GP Limited Partnership By: Advent
International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
24
|
| GPE VI GP (Delaware) Limited Partnership By:
Advent International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International LLC By: Advent
International Corporation, Manager By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International Corporation By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent-Bojangles’ Acquisition Limited Partnership
By: Advent-Bojangles’ GP LLC, General Partner By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent-Bojangles’ GP LLC By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
25
EXHIBIT INDEX
|
|
|
|
|
| Exhibit 1. |
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
|
|
| Exhibit 2. |
|
List of Members of a Group |
26
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing 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, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except
to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
|
|
| February 12, 2016 |
| Date |
|
| Advent International GPE VI Limited Partnership
Advent International GPE VI-A Limited Partnership Advent
International GPE VI-B Limited Partnership Advent International GPE VI-F Limited Partnership
Advent International GPE VI-G Limited Partnership By: GPE VI GP
Limited Partnership, General Partner By: Advent International LLC, General Partner
By: Advent International Corporation, Manager By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International GPE VI-C Limited Partnership
Advent International GPE VI-D Limited Partnership Advent
International GPE VI-E Limited Partnership By: GPE VI GP (Delaware) Limited Partnership, General Partner
By: Advent International LLC, General Partner By: Advent
International Corporation, Manager By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent Partners GPE VI 2008 Limited Partnership
Advent Partners GPE VI 2009 Limited Partnership Advent Partners
GPE VI 2010 Limited Partnership Advent Partners GPE VI-A Limited Partnership
Advent Partners GPE VI-A 2010 Limited Partnership By: Advent
International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| GPE VI GP Limited Partnership By: Advent
International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
27
|
| GPE VI GP (Delaware) Limited Partnership By:
Advent International LLC, General Partner By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International LLC By: Advent
International Corporation, Manager By: Richard Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent International Corporation By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent-Bojangles’ Acquisition Limited Partnership
By: Advent-Bojangles’ GP LLC, General Partner By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
|
| Advent-Bojangles’ GP LLC By: Richard
Terranova, Authorized Signatory |
|
| /s/ Richard Terranova |
| Signature |
28
Exhibit 2
MEMBERS OF A GROUP
Advent International
Corporation
Advent International LLC
Advent-Bojangles’
Acquisition Limited Partnership
Advent-Bojangles’ GP LLC
GPE VI GP Limited Partnership
GPE VI GP (Delaware) Limited
Partnership
Advent Partners GPE VI 2008 Limited Partnership
Advent Partners GPE VI 2009 Limited Partnership
Advent Partners
GPE VI 2010 Limited Partnership
Advent Partners GPE VI-A 2010 Limited Partnership
Advent Partners GPE VI-A Limited Partnership
Advent
International GPE VI Limited Partnership
Advent International GPE VI-A Limited Partnership
Advent International GPE VI-B Limited Partnership
Advent
International GPE VI-C Limited Partnership
Advent International GPE VI-D Limited Partnership
Advent International GPE VI-E Limited Partnership
Advent
International GPE VI-F Limited Partnership
Advent International GPE VI-G Limited Partnership
29
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