Filing Details
- Accession Number:
- 0001193125-18-306420
- Form Type:
- 13G Filing
- Publication Date:
- 2018-10-24 16:32:12
- Filed By:
- Advent International Corp/ma
- Company:
- Waitr Holdings Inc. (NASDAQ:ASAP)
- Filing Date:
- 2018-10-24
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Advent International Corporation | 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | 8.6% |
| Sunley House Capital Management | 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | 8.6% |
| Sunley House Capital GP | 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | 8.6% |
| Sunley House Capital Master Limited Partnership | 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | 8.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be included in statements filed pursuant to Rules 13d-1(b),
(c) and (d) and Amendments thereto filed pursuant to Rule 13d-2
(Amendment No. 1) *
Landcadia Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
51476W107
(CUSIP Number)
October 22, 2018
(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)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 51476W107 | 13G/A | Page 2 of 11 |
| 1. | 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
2,000,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,000,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| |||||
| 8.6%* | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA, CO | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 is based on 23,278,841 shares of common stock of the Issuer outstanding as of August 8, 2018, as disclosed in the Issuers Quarterly Report on Form 10-Q, for the period ended June 30, 2018, filed on August 9, 2018. |
| CUSIP No. 51476W107 | 13G/A | Page 3 of 11 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sunley House Capital Management 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
2,000,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,000,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| |||||
| 8.6%* | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA, OO | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 is based on 23,278,841 shares of common stock of the Issuer outstanding as of August 8, 2018, as disclosed in the Issuers Quarterly Report on Form 10-Q, for the period ended June 30, 2018, filed on August 9, 2018. |
| CUSIP No. 51476W107 | 13G/A | Page 4 of 11 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sunley House Capital 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
2,000,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,000,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| |||||
| 8.6%* | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 is based on 23,278,841 shares of common stock of the Issuer outstanding as of August 8, 2018, as disclosed in the Issuers Quarterly Report on Form 10-Q, for the period ended June 30, 2018, filed on August 9, 2018. |
| CUSIP No. 51476W107 | 13G/A | Page 5 of 11 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sunley House Capital Master 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
2,000,000 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,000,000 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
| |||||
| 8.6%* | ||||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | The percentage of shares beneficially owned as set forth in row 11 is based on 23,278,841 shares of common stock of the Issuer outstanding as of August 8, 2018, as disclosed in the Issuers Quarterly Report on Form 10-Q, for the period ended June 30, 2018, filed on August 9, 2018. |
| CUSIP No. 51476W107 | 13G/A | Page 6 of 11 |
| Item 1. |
| (a) | Name of Issuer |
Landcadia Holdings, Inc. (the Issuer)
| (b) | Address of Issuers Principal Executive Offices |
1510 West Loop
South Houston, TX 77027
| Item 2. |
| (a) | Name of Person Filing |
This statement relates to shares of common stock of the Issuer (Common Stock) held directly by Sunley House Capital Master Limited Partnership, a Cayman Islands exempted limited partnership (Sunley House Master Fund). The general partner of Sunley House Master Fund is Sunley House Capital GP LLC, a Delaware limited liability company (Sunley House GP), and Sunley House Capital Management LLC, a Delaware limited liability company (Sunley House Manager) acts as the investment manager to the Sunley House Master Fund. Advent International Corporation (Advent and, together with Sunley House Master Fund, Sunley House GP and Sunley House Manager, the Reporting Persons) is the sole member of both Sunley House GP and Sunley House Manager. Investors invest in one or more of the following feeder funds: Sunley House Capital Fund LP, Sunley House Capital Limited Partnership, Sunley House Capital Fund Ltd. and Sunley House Capital Ltd. (collectively, the Sunley House Feeder Funds), which are the limited partners of the Sunley House Master Fund. None of the Sunley House Feeder Funds owns shares of Common Stock directly and none has investment authority over the shares of Common Stock held directly by the Sunley House Master Fund.
| (b) | Address of Principal Business Office |
The address of the principal business office of each Reporting Person is 800 Boylston Street, Boston, MA 02199.
| (c) | Citizenship |
Advent International Corporation Delaware
Sunley House Capital Management LLC Delaware
Sunley House Capital GP LLC Delaware
Sunley House Capital Master Limited Partnership Cayman Islands
| (d) | Title of Class of Securities |
Common stock, par value $0.0001 per share
| (e) | CUSIP Number |
51476W107
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act. | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act. | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act. | ||
| (e) | ☒ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); * | ||
| CUSIP No. 51476W107 | 13G/A | Page 7 of 11 |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| * | Relates only to Advent International Corporation and Sunley House Capital Management LLC |
| Item 4. | Ownership |
For each of the Reporting Persons:
| (a) | Amount beneficially owned: 2,000,000 shares of Common Stock |
| (b) | Percent of class: 8.6% |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,000,000 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 2,000,000 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| 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
| 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
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 51476W107 | 13G/A | Page 8 of 11 |
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.
| October 24, 2018 |
| Date |
| Advent International Corporation |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital Management LLC |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital GP LLC |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital Master Fund Limited Partnership |
| By: Sunley House Capital GP LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| CUSIP No. 51476W107 | 13G/A | Page 9 of 11 |
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 | |
| CUSIP No. 51476W107 | 13G/A | Page 10 of 11 |
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.
| October 24, 2018 |
| Date |
| Advent International Corporation |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital Management LLC |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital GP LLC |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| Sunley House Capital Master Fund Limited Partnership |
| By: Sunley House Capital GP LLC, General Partner |
| By: Advent International Corporation, Manager |
| By: Eileen Sivolella, Authorized Signatory |
| /s/ Eileen Sivolella |
| Signature |
| CUSIP No. 51476W107 | 13G/A | Page 11 of 11 |
Exhibit 2
MEMBERS OF A GROUP
Advent International Corporation
Sunley House Capital Management LLC
Sunley House Capital GP LLC
Sunley House Capital Master Fund Limited Partnership