UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
EVERYWARE
GLOBAL, INC.
(Name of Issuer)
COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
300439106
(CUSIP Number)
Daniel Collin
Monomoy Capital Partners, L.P.
142 West 57th Street, 17th Floor
New York, New York 10019
(212) 699-4000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 1, 2015
(Date of Event Which Requires Filing of This Statement)
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), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
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)
Monomoy Capital Partners, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
WC |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
10,832,936* |
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8 |
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Shared voting power
16,014 |
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9 |
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Sole dispositive power
10,832,936* |
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10 |
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Shared dispositive power
16,014 |
11 |
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Aggregate amount beneficially owned by each reporting person
10,848,950* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 43.6% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 2,736,355 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) MCP
Supplemental Fund, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
WC |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
336,773* |
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8 |
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Shared voting power
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9 |
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Sole dispositive power
336,773* |
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10 |
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Shared dispositive power
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11 |
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Aggregate amount beneficially owned by each reporting person
336,773* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 1.5% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 85,067 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Executive Co-Investment Fund, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
WC |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
56,084* |
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8 |
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Shared voting power
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9 |
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Sole dispositive power
56,084* |
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10 |
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Shared dispositive power
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11 |
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Aggregate amount beneficially owned by each reporting person
56,084* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 0.3% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 14,167 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Capital Partners II, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
6,149,037* |
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8 |
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Shared voting power
16,014 |
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9 |
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Sole dispositive power
6,149,037* |
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10 |
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Shared dispositive power
16,014 |
11 |
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Aggregate amount beneficially owned by each reporting person
6,165,051* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 26.0% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 1,553,221 shares of common stock that may be issued upon exercise of warrants issued by the issuer to the reporting person. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) MCP
Supplemental Fund II, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
194,754* |
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8 |
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Shared voting power
16,014 |
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9 |
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Sole dispositive power
194,754* |
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10 |
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Shared dispositive power
16,014 |
11 |
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Aggregate amount beneficially owned by each reporting person
210,768* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 1.0% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 49,194 shares of common stock that may be issued upon exercise of warrants issued by the issuer to the reporting person. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy General Partner, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
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8 |
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Shared voting power
11,241,807* |
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9 |
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Sole dispositive power
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10 |
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Shared dispositive power
11,241,807* |
11 |
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Aggregate amount beneficially owned by each reporting person
11,241,807* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 45.0% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 2,835,589 shares of common stock that may be issued upon exercise of warrants issued by the issuer. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy General Partner II, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
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8 |
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Shared voting power
6,359,805* |
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9 |
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Sole dispositive power
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10 |
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Shared dispositive power
6,359,805* |
11 |
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Aggregate amount beneficially owned by each reporting person
6,359,805* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 26.8% |
14 |
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Type of reporting person (see
instructions) PN |
* |
Includes 1,602,415 shares of common stock that may be issued upon exercise of warrants issued by the issuer. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Ultimate GP, LLC |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
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8 |
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Shared voting power
17,585,598* |
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9 |
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Sole dispositive power
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10 |
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Shared dispositive power
17,585,598* |
11 |
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Aggregate amount beneficially owned by each reporting person
17,585,598* |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) 66.2% |
14 |
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Type of reporting person (see
instructions) OO |
* |
Includes 4,438,004 shares of common stock that may be issued upon exercise of warrants issued by the issuer. |
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1 |
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Names of
reporting persons / I.R.S. Identification Nos. of Above Persons (entities only)
Monomoy Capital Management, L.P. |
2 |
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Check the appropriate box if a member
of a group (see instructions)
(a) ¨ (b) x |
3 |
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SEC use only
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4 |
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Source of funds (see instructions)
Not applicable. |
5 |
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Check box if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 |
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Citizenship or place of
organization Delaware |
Number of
shares beneficially
owned by each
reporting person
with |
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7 |
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Sole voting power
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8 |
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Shared voting power
16,014 |
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9 |
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Sole dispositive power
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10 |
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Shared dispositive power
16,014 |
11 |
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Aggregate amount beneficially owned by each reporting person
16,014 |
12 |
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ¨ |
13 |
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Percent of class represented by amount
in Row (11) * |
14 |
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Type of reporting person (see
instructions) PN |
The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the
Commission) on May 31, 2013, by the persons named therein, as amended and supplemented by the Amendment No. 1 to Schedule 13D filed with the Commission on September 17, 2013, Amendment No. 2 to Schedule 13D
filed with the Commission on October 15, 2013, Amendment No. 3 to Schedule 13D filed with the Commission on November 15, 2013, and Amendment No. 4 to Schedule 13D filed with the Commission on July 31, 2014 (as amended, the
Statement), is hereby amended and supplemented by this Amendment No. 5 to Schedule 13D (the Amendment). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in
the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.
Item 4. |
Purpose of Transaction. |
Item 4 of the Statement is hereby amended and supplemented by adding the
following:
Restructuring Support Agreement
On March 31, 2015, the Issuer and certain of its subsidiaries entered into a Restructuring Support Agreement (the RSA) with holders of
approximately $163.1 million of its term loan indebtedness, representing approximately 65.6% of such term loans (the Consenting Term Lenders) and certain holders of the Issuers preferred stock or common stock (the Consenting
Equity Holders), including Monomoy Capital Partners, L.P., MCP Supplemental Fund, L.P., Monomoy Executive Co-Investment Fund, L.P., Monomoy Capital Partners II, L.P., and MCP Supplemental Fund II, L.P (the Monomoy Consenting
Holders).
The RSA contemplates that a restructuring of the Issuer will be accomplished through a pre-packaged plan (the Plan) under
Chapter 11 of the U.S. Bankruptcy Code (the Bankruptcy Code). The RSA sets forth the material terms of the Plan to restructure the Issuer (the Restructuring). The discussion below regarding the expected effect of the RSA
and the Plan on the Reporting Persons as holders of the Issuers preferred stock, common stock and warrants does not purport to be complete and is qualified in its entirety by reference to the RSA, a copy of which is attached as Exhibit 18 to
this Statement, and the Plan attached thereto as Exhibit B.
Existing Term Loans
Under the Plan, all $248.6 million of term loans (the Term Loans) outstanding under the Term Loan Agreement, dated May 21, 2013 (as amended,
restated, modified or supplemented from time to time, the Term Loan Agreement, and the related facility, the Term Loan Facility), by and between the Issuers subsidiaries, Anchor Hocking LLC and Oneida Ltd. (together,
the Borrowers), the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent (the Term Loan Agent), would be cancelled. In exchange for the cancellation of 100% of the outstanding
principal amount, payment-in-kind interest, and accrued but unpaid cash interest of the Term Loans, holders of the Term Loans will receive shares, on a pro rata basis, of new common stock issued by the Issuer (New Common Stock) equal to
96% of the total outstanding New Common Stock of the Issuer upon the consummation of the Restructuring, subject to dilution by the Management Incentive Plan (as defined below).
Existing Preferred Stock
In exchange for the
cancellation of all shares of the Issuers currently outstanding preferred stock (the Existing Preferred Stock), holders of the Existing Preferred Stock will receive shares, on a pro rata basis, equal to 2.5% of the total
outstanding New Common Stock of the Issuer upon the consummation of the Restructuring, subject to dilution by the Management Incentive Plan (defined below).
Existing Common Stock
In exchange for the cancellation
of all (a) shares of the Issuers current outstanding common stock and (b) outstanding vested options or unexercised warrants to acquire shares of the Issuers current outstanding stock that are in each case in the
money (clauses (a) and (b), collectively, Existing Common Stock), holders of Existing Common Stock, including the Monomoy Consenting Holders, will receive shares, on a pro rata basis, equal to 1.5% of the total outstanding New
Common Stock of the Issuer upon the consummation of the Restructuring, subject to dilution by the Management Incentive Plan (defined below). Unless, in the opinion of a majority of the Consenting Term Lenders, distribution of common stock
would not require the Issuer to file reports under Section 13(a) of the Securities Exchange Act of 1934, as amended, distributions to holders of the Issuers common stock other than the
Monomoy Consenting Holders and certain other holders specified in the Plan will be made either (i) in the form of cash; (ii) to a trust that would liquidate the shares of common stock to be received and distribute the proceeds to the
holders; or (iii) by some other mechanism acceptable to the debtors and the Consenting Term Lenders.
Existing Unvested or Out-of-the-Money
Options and Out-of-the-Money Warrants
All (a) outstanding options and unexercised warrants to acquire shares of the Issuers current
outstanding common stock that are out of the money, and (b) unvested options to acquire shares of the Issuers current outstanding stock, whether or not in the money will be cancelled. Holders of such interests will
not receive any recovery on account of those interests.
Management Incentive Plan
Upon the consummation of the Restructuring, all existing management equity-based compensation plans will be cancelled. The reorganized Issuer may implement a
management incentive plan (the Management Incentive Plan) pursuant to which certain officers and employees of the reorganized Issuer will be eligible to receive, in the aggregate, shares and/or options to acquire shares of New Common
Stock up to 10% of the total outstanding New Common Stock of the Issuer (on a fully diluted basis) at the discretion of the reorganized Issuers Board of Directors.
Releases and Waivers
The Plan also contemplates
customary mutual releases and/or waivers, including standard carve-outs among the Issuer, each of the Consenting Term Lenders, the Term Loan Agent, the parties to the RSA and each of their respective directors, officers, shareholders, funds,
affiliates, members, employees, partners, managers, agents, representatives, principals, consultants, and professional advisors (each in their capacity as such).
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Statement is hereby amended and restated in its
entirety as follows:
(a) and (b)
The information contained
on the cover pages of this Schedule 13D is incorporated herein by reference.
In the aggregate, the Reporting Persons beneficially own, as of the date
hereof, an aggregate of 17,585,598 shares of Common Stock, including 4,438,004 shares of Common Stock that may be issued upon exercise of warrants.
MCP
is the direct beneficial owner of 10,848,950 shares of Common Stock, including 2,736,355 shares of Common Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.
MCP Supplemental Fund is the direct beneficial owner of 336,773 shares of Common Stock, including 85,067 shares of Common Stock that may be issued upon
exercise of warrants.
Co-Investment Fund is the direct beneficial owner of 56,084 shares of Common Stock, including 14,167 shares of Common Stock that
may be issued upon exercise of warrants.
MCP II is the direct beneficial owner of 6,165,051 shares of Common Stock, including 1,553,221 shares of Common
Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.
MCP Supplemental Fund II is the
direct beneficial owner of 210,768 shares of Common Stock, including 49,194 shares of Common Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.
Monomoy GP is the general partner of MCP, MCP Supplemental Fund and Co-Investment Fund. As such, Monomoy GP may
be deemed to be the beneficial owner of the shares of Common Stock held directly by MCP, MCP Supplemental Fund, Co-Investment Fund and MCM.
Monomoy GP II
is the general partner of MCP II and MCP Supplemental Fund II. As such, Monomoy GP II may be deemed to be the beneficial owner of the shares of Common Stock held directly by MCP II, MCP Supplemental Fund II and MCM.
Ultimate GP is the general partner of MCP II and MCP Supplemental Fund II. As such, Ultimate GP may be deemed to be the beneficial owner of the shares of
Common Stock held by MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II. Stephen Presser, Daniel Collin and Justin Hillenbrand, who are members of Ultimate GP, are the sole members of the limited partner committee of
each of Monomoy GP and Monomoy GP II that have the power, acting as a committee, to vote or dispose of the shares held directly by MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II.
MCM is the beneficial owner of 16,014 shares of Common Stock.
Ultimate GP is the general partner of MCM. As such, Ultimate GP may be deemed to be the beneficial owner of 12,319 shares of Common Stock awarded to Daniel
Collin and 3,695 shares of Common Stock awarded to Stephen Presser as non-employee directors as part of the Issuers director compensation program (the Director Awards). The proceeds of any disposition of the Director Awards
will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of MCP, MCP II and MCP Supplemental Fund II. Monomoy GP is the general partner of MCP. Monomoy General Partner II, L.P. Monomoy GP II is the
general partner of MCP II and MCP Supplemental Fund II. Ultimate GP is the general partner of Monomoy GP and Monomoy GP II. As such, MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP may be deemed to have an
indirect pecuniary interest in the Director Awards due to a partial offset of the management fee related to the issuance of such shares. Each of MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP expressly disclaim
beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein.
To the knowledge of the Reporting Persons,
none of the Covered Persons directly owns any shares of Common Stock, except that Mr. Collin and Mr. Presser hold the Director Awards for the benefit of MCM.
All percentages calculated in this Schedule 13D are based upon an aggregate of 22,144,417 shares of Common Stock outstanding on at March 9, 2015, as
reported in an amendment to the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on March 24, 2015.
(c) |
Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days. |
(d) |
To the knowledge of the Reporting Persons, no other persons have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The
information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Item 7. |
Material to be filed as Exhibits. |
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Exhibit 1 |
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Joint Filing Agreement among the Reporting Persons dated as of April 2, 2015. |
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Exhibit 2 |
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Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to
Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on January 31, 2013). |
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Exhibit 3 |
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Amendment No. 1 to Business Combination Agreement and Plan of Merger, dated as of May 8, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference
to Exhibit 2.1 to the Issuers Current Report on Form 8-K filed on May 9, 2013). |
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Exhibit 4 |
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Registration Rights Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, the Issuer and certain other stockholders of the Issuer (incorporated by
reference to Exhibit 10.5 to the Issuers Current Report on Form 8-K filed on May 28, 2013). |
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Exhibit 5 |
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Lockup Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.6 to the Issuers Current Report
on Form 8-K filed on May 28, 2013). |
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Exhibit 6 |
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Governance Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, Clinton Magnolia Master Fund, Ltd. and the Company (incorporated by reference to Exhibit
10.7 to the Issuers Current Report on Form 8-K filed on May 28, 2013). |
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Exhibit 7 |
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Letter Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.9 to the Issuers Current Report
on Form 8-K filed on May 28, 2013) |
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Exhibit 8 |
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Third Amended and Restated Certificate of Incorporation of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on May 28, 2013). |
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Exhibit 9 |
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Amended and Restated Bylaws of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.2 to the Issuers Current Report on Form 8-K filed on May 28, 2013). |
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Exhibit 10 |
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Powers of Attorney for the Reporting Persons, dated May 15, 2013 (previously filed in connection with the Reporting Persons Form 3s on May 23, 2013 and November 12, 2013). |
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Exhibit 11 |
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Underwriting Agreement, dated September 13, 2013, by and among the Issuer, Oppenheimer & Co. Inc., as representative of the several underwriters, the Monomoy Funds and Daniel Collin, as attorney-in-fact for the other
shareholders party thereto (previously filed with this Statement). |
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Exhibit 12 |
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Form of Director Other Stock-Based Award Agreement pursuant to the EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan (previously filed with this Statement). |
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Exhibit 13 |
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Certificate of Designation for Series A Senior Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuers Current Report on Form 8-K filed on July 31, 2014). |
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Exhibit 14 |
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Warrant Agreement, dated July 30, 2014 by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Issuers Current Report on Form 8-K filed
on July 31, 2014). |
|
|
Exhibit 15 |
|
Form of Sponsor Warrant (incorporated by reference to Exhibit 4.3 to the Issuers Current Report on Form 8-K filed on July 31, 2014). |
|
|
Exhibit 16 |
|
Securities Purchase Agreement, dated as of July 30, 2014, among the Company and the MCP Funds (incorporated by reference to Exhibit 10.1 to the Issuers Current Report on Form 8-K filed on July 31,
2014). |
|
|
|
|
|
Exhibit 17 |
|
First Amendment to the Amended and Restated Registration Rights Agreement, dated as of July 30, 2014, by and among the Company, the MCP Funds, Clinton Magnolia Master Fund, Ltd. and Clinton Spotlight Master Fund, L.P.
(incorporated by reference to Exhibit 10.2 to the Issuers Current Report on Form 8-K filed on July 31, 2014). |
|
|
Exhibit 18 |
|
Restructuring Support Agreement, dated as of March 31, 2015 among the Issuer, certain of its subsidiaries, the Consenting Lenders and the Consenting Equity Holders. (incorporated by reference to Exhibit 10.1 to the
Issuers Current Report on Form 8-K filed on April 1, 2015). |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: April 2, 2015
|
|
|
MONOMOY CAPITAL PARTNERS, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MCP SUPPLEMENTAL FUND, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY CAPITAL PARTNERS II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MCP SUPPLEMENTAL FUND II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY GENERAL PARTNER, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY GENERAL PARTNER II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY ULTIMATE GP, LLC |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY CAPITAL MANAGEMENT, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
ANNEX A
Monomoy Capital Partners, L.P.
There are no executive
officers or directors appointed at Monomoy Capital Partners, L.P. The general partner of Monomoy Capital Partners, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and
principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund, L.P. The general partner of MCP Supplemental Fund, L.P. is Monomoy
General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Executive Co-Investment Fund, L.P.
There are no
executive officers or directors appointed at Monomoy Executive Co-Investment Fund, L.P. The general partner of Monomoy Executive Co-Investment Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is
Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Capital Partners II, L.P.
There are no executive
officers or directors appointed at Monomoy Capital Partners II, L.P. The general partner of Monomoy Capital Partners II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC.
The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
MCP Supplemental Fund
II, L.P.
There are no executive officers or directors appointed at MCP Supplemental Fund II, L.P. The general partner of MCP Supplemental Fund II,
L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth
below.
Monomoy General Partner, L.P.
There are no
executive officers or directors appointed at Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy
Ultimate GP, LLC is set forth below.
Monomoy General Partner II, L.P.
There are no executive officers or directors appointed at Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy
Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.
Monomoy Ultimate GP, LLC
The following table sets forth the names and principal occupations of the executive officers Monomoy Ultimate GP, LLC.
|
|
|
Name |
|
Principal Occupation |
Daniel Collin |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
Justin Hillenbrand |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
Stephen Presser |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
Monomoy Capital Management, L.P.
The general partner of Monomoy Capital Management, L.P. is Monomoy Ultimate GP, LLC. The following table sets forth the names and principal occupations of the
executive officers Monomoy Capital Management, L.P.
|
|
|
Name |
|
Principal Occupation |
Daniel Collin |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
|
|
Justin Hillenbrand |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
Stephen Presser |
|
Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC |
EXHIBIT 1
SCHEDULE 13D JOINT FILING AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing
agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Date: April 2, 2015
|
|
|
MONOMOY CAPITAL PARTNERS, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MCP SUPPLEMENTAL FUND, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY CAPITAL PARTNERS II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY SUPPLEMENTAL FUND II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY GENERAL PARTNER, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY GENERAL PARTNER II, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY ULTIMATE GP, LLC |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
|
MONOMOY CAPITAL MANAGEMENT, L.P. |
|
|
By: |
|
/s/ Andrea Cipriani, under power of attorney |
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