Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* 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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CUSIP No. 097488100
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13G/A
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Page
2
of 29
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|
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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) ☒
|
|
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
18,839,342
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
18,839,342
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,839,342
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
51.8%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
CO, IA
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CUSIP No. 097488100
|
|
13G/A
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Page
3
of 29
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1.
|
|
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) ☒
|
|
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
18,839,342
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
18,839,342
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,839,342
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
51.8%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
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CUSIP No. 097488100
|
|
13G/A
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Page
4
of 29
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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) ☒
|
|
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
18,839,342
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
18,839,342
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,839,342
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
51.8%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
5
of 29
|
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|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
18,839,342
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
18,839,342
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,839,342
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
51.8%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
6
of 29
|
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|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
16,561,665
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
16,561,665
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,561,665
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
45.5%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
7
of 29
|
|
|
|
|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
1,868,863
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
1,868,863
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,868,863
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
5.1%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
8
of 29
|
|
|
|
|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
316,500
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
316,500
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
316,500
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.9%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
9
of 29
|
|
|
|
|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
11,304
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
11,304
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,304
|
|
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
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
10
of 29
|
|
|
|
|
|
|
|
|
|
1.
|
|
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) ☒
|
|
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
24,492
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
24,492
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,492
|
|
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
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
11
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
30,142
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
30,142
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,142
|
|
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
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
12
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
26,376
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
26,376
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,376
|
|
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
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
13
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
8,622,766
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
8,622,766
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,622,766
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
23.7%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
14
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
4,858,667
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
4,858,667
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,858,667
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
13.4%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
15
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
437,073
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
437,073
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,073
|
|
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.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
16
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
442,725
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
442,725
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
442,725
|
|
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.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
17
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
340,992
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
340,992
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,992
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.9%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
18
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
1,085,146
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
1,085,146
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,085,146
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.0%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
19
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
1,622,067
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
1,622,067
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,622,067
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.5%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
20
of 29
|
|
|
|
|
|
|
|
|
|
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) ☒
|
|
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
1,021,092
|
|
|
6.
|
|
SHARED VOTING POWER
0
|
|
|
7.
|
|
SOLE DISPOSITIVE POWER
1,021,092
|
|
|
8.
|
|
SHARED DISPOSITIVE POWER
0
|
|
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,021,092
|
|
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES (see instructions)
☐
|
|
11.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
2.8%
|
|
12.
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
21
of 29
|
Item 1.
Bojangles’, Inc.
|
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
9432 Southern Pine
Boulevard Charlotte, North Carolina 28273 (704) 527-2675
Item 2.
|
|
(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
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
22
of 29
|
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 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
Item 3.
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
|
|
|
18,839,342
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
51.8
|
%
|
|
Advent International LLC
|
|
|
18,839,342
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
51.8
|
%
|
|
Advent-Bojangles’ Acquisition Limited Partnership
|
|
|
18,839,342
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
51.8
|
%
|
|
Advent-Bojangles’ GP LLC
|
|
|
18,839,342
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
18,839,342
|
|
|
|
—
|
|
|
|
51.8
|
%
|
|
GPE VI GP Limited Partnership
|
|
|
16,561,665
|
|
|
|
16,561,665
|
|
|
|
—
|
|
|
|
16,561,665
|
|
|
|
—
|
|
|
|
45.5
|
%
|
|
GPE VI GP (Delaware) Limited Partnership
|
|
|
1,868,863
|
|
|
|
1,868,863
|
|
|
|
—
|
|
|
|
1,868,863
|
|
|
|
—
|
|
|
|
5.1
|
%
|
|
Advent Partners GPE VI 2008 Limited Partnership
|
|
|
316,500
|
|
|
|
316,500
|
|
|
|
—
|
|
|
|
316,500
|
|
|
|
—
|
|
|
|
0.9
|
%
|
|
Advent Partners GPE VI 2009 Limited Partnership
|
|
|
11,304
|
|
|
|
11,304
|
|
|
|
—
|
|
|
|
11,304
|
|
|
|
—
|
|
|
|
0.0
|
%
|
|
Advent Partners GPE VI 2010 Limited Partnership
|
|
|
24,492
|
|
|
|
24,492
|
|
|
|
—
|
|
|
|
24,492
|
|
|
|
—
|
|
|
|
0.1
|
%
|
|
Advent Partners GPE VI-A 2010 Limited Partnership
|
|
|
30,142
|
|
|
|
30,142
|
|
|
|
—
|
|
|
|
30,142
|
|
|
|
—
|
|
|
|
0.1
|
%
|
|
Advent Partners GPE VI-A Limited Partnership
|
|
|
26,376
|
|
|
|
26,376
|
|
|
|
—
|
|
|
|
26,376
|
|
|
|
—
|
|
|
|
0.1
|
%
|
|
Advent International GPE VI Limited Partnership
|
|
|
8,622,766
|
|
|
|
8,622,766
|
|
|
|
—
|
|
|
|
8,622,766
|
|
|
|
—
|
|
|
|
23.7
|
%
|
|
Advent International GPE VI-A Limited Partnership
|
|
|
4,858,667
|
|
|
|
4,858,667
|
|
|
|
—
|
|
|
|
4,858,667
|
|
|
|
—
|
|
|
|
13.4
|
%
|
|
Advent International GPE VI-B Limited Partnership
|
|
|
437,073
|
|
|
|
437,073
|
|
|
|
—
|
|
|
|
437,073
|
|
|
|
—
|
|
|
|
1.2
|
%
|
|
Advent International GPE VI-C Limited Partnership
|
|
|
442,725
|
|
|
|
442,725
|
|
|
|
—
|
|
|
|
442,725
|
|
|
|
—
|
|
|
|
1.2
|
%
|
|
Advent International GPE VI-D Limited Partnership
|
|
|
340,992
|
|
|
|
340,992
|
|
|
|
—
|
|
|
|
340,992
|
|
|
|
—
|
|
|
|
0.9
|
%
|
|
Advent International GPE VI-E Limited Partnership
|
|
|
1,085,146
|
|
|
|
1,085,146
|
|
|
|
—
|
|
|
|
1,085,146
|
|
|
|
—
|
|
|
|
3.0
|
%
|
|
Advent International GPE VI-F Limited Partnership
|
|
|
1,622,067
|
|
|
|
1,622,067
|
|
|
|
—
|
|
|
|
1,622,067
|
|
|
|
—
|
|
|
|
4.5
|
%
|
|
Advent International GPE VI-G Limited Partnership
|
|
|
1,021,092
|
|
|
|
1,021,092
|
|
|
|
—
|
|
|
|
1,021,092
|
|
|
|
—
|
|
|
|
2.8
|
%
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable.
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
23
of 29
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable.
|
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
|
|
|
|
|
|
|
CUSIP No. 097488100
|
|
13G/A
|
|
Page
24
of 29
|
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 13, 2017
|
|
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
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CUSIP No. 097488100
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13G/A
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Page
25
of 29
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GPE VI GP (Delaware) Limited Partnership
By:
Advent International LLC, General Partner
By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent International LLC
By: Advent
International Corporation, Manager
By: Richard Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent International Corporation
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent-Bojangles’ Acquisition Limited Partnership
By: Advent-Bojangles’ GP LLC, General Partner
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent-Bojangles’ GP LLC
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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CUSIP No. 097488100
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13G/A
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Page
26
of 29
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EXHIBIT INDEX
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Exhibit 1.
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Exhibit 2.
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List of Members of a Group
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CUSIP No. 097488100
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13G/A
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Page 27 of 29
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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.
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February 13, 2017
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Date
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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
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/s/ Richard Terranova
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Signature
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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
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/s/ Richard Terranova
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Signature
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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
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/s/ Richard Terranova
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Signature
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GPE VI GP Limited Partnership
By: Advent
International LLC, General Partner
By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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CUSIP No. 097488100
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13G/A
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Page 28 of 29
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GPE VI GP (Delaware) Limited Partnership
By:
Advent International LLC, General Partner
By: Advent International Corporation, Manager
By: Richard Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent International LLC
By: Advent
International Corporation, Manager
By: Richard Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent International Corporation
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent-Bojangles’ Acquisition Limited Partnership
By: Advent-Bojangles’ GP LLC, General Partner
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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Advent-Bojangles’ GP LLC
By: Richard
Terranova, Authorized Signatory
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/s/ Richard Terranova
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Signature
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CUSIP No. 097488100
|
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13G/A
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Page 29 of 29
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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