Page 5 of 12 – SEC Filing
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Class A common stock, $0.001 par value per share (the Common Stock) of Floor & Decor Holdings, Inc., a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 2233 Lake Park Drive, Smyrna, Georgia, 30080.
Item 2. Identity and Background
(a) This statement is being filed jointly by (i) FS Equity Partners VI, L.P. (FS Equity VI), (ii) FS Affiliates VI, L.P. (FS Affiliates VI), and (iii) FS Capital Partners VI, LLC (FS Capital) (collectively, Reporting Persons). The Reporting Persons have entered into a joint filing agreement, dated as of May 12, 2017, a copy of which is attached hereto as Exhibit 99.1.
(b) The address of the principal office of each of the Reporting Persons is c/o Freeman Spogli & Co., 11100 Santa Monica Boulevard, Suite 1900, Los Angeles, California 90025. Schedule A sets forth with respect to each executive officer and director of FS Capital Partners, such persons name, business address and principal employment, the names and address of any business corporation or other organization in which such employment is conducted and such persons citizenship.
(c) The Reporting Persons are either holding companies without operations, or are principally engaged in the business of investment management and investing in securities. FS Capital Partners is the general partner of each of FS Equity VI and FS Affiliates VI.
Each of the Reporting Persons (other than each of FS Equity VI and FS Affiliates VI, with respect to the shares held directly by it), and the directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock, as defined in Rule 13d-3.
(d) During the last five years, none of the Reporting Persons or the persons listed on Schedule A have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or the persons listed on Schedule A have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the Reporting Persons is organized in the State of Delaware.
Item 3. Source and Amount of Funds or Other Consideration
Each of FS Equity VI and FS Affiliates VI acquired the shares of Common Stock that it holds directly and that are reported on this Schedule 13D prior to the Issuers initial public offering (the IPO). The acquisition of the Issuers Common Stock held by FS Equity VI and FS Affiliates VI was financed with cash on hand from contributions of partners of FS Equity VI and FS Affiliates VI.
Item 4. Purpose of Transaction
In connection with the IPO, FS Equity VI and FS Affiliates VI entered into the Investor Rights Agreement (as defined below) with ACOF and the Issuer. Pursuant to the terms of the Investor Rights Agreement, FS Equity VI and FS Affiliates VI are entitled to nominate an aggregate of two members of the Issuers board of directors (the Board). FS Equity VI and FS Affiliates VI have nominated Brad J. Brutocao and John M. Roth to the Board.
By virtue of their board representation, the Reporting Persons have influence over the Issuers corporate activities, which may relate to, among other things, the Issuers capitalization, management, business, operations, corporate governance, strategy, future plans and the other transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Persons review on a continuing basis their investment in the Issuer. Based on such review, one or more of the Reporting Persons, individually or in the aggregate, from time to time, may acquire, or cause to be acquired, through open market purchases, privately negotiated agreements or otherwise, additional securities or assets of the Issuer or its subsidiaries, dispose of, or cause to be disposed, securities of the Issuer or its subsidiaries (subject to the lock-up agreement described below), enter into or unwind hedging or other derivative transactions with respect to securities of the Issuer or its subsidiaries,
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