UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
P.F. Changs China Bistro, Inc. |
(Name of Issuer)
Common Stock, par value $0.001 per share |
(Title of Class of Securities)
69333Y108 |
(CUSIP Number)
Richard L. Federico Chief Executive Officer P.F. Changs China Bistro, Inc. 7676 East Pinnacle Peak Road Scottsdale, Arizona 85255 (480) 888-3000 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With a Copy to: Michael E. Lubowitz, Esq. Douglas P. Warner, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8000
July 2, 2012 |
(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 §§ 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 Rule 13d-7 for other parties to whom copies are to be sent.
* | 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).
SCHEDULE 13D
CUSIP No. 69333Y108 | Page 2 of 10 Pages |
(1) |
Names of reporting persons I.R.S. Identification Nos. of above persons (entities only)
CENTERBRIDGE CAPITAL PARTNERS II, L.P. I.R.S. Identification No. 27-3060225 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
SC, AF, WC, OO (See Item 3) | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
100 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
100 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
100 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
100.0% | |||||
(14) |
Type of reporting person (see instructions)
PN |
SCHEDULE 13D
CUSIP No. 69333Y108 | Page 3 of 10 Pages |
(1) |
Names of reporting persons I.R.S. Identification Nos. of above persons (entities only)
WOK HOLDINGS INC. I.R.S. Identification No. 45-5418669 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO (See Item 3) | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
100 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
100 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
100 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
100.0% | |||||
(14) |
Type of reporting person (see instructions)
CO |
SCHEDULE 13D
CUSIP No. 69333Y108 | Page 4 of 10 Pages |
(1) |
Names of reporting persons I.R.S. Identification Nos. of above persons (entities only)
WOK PARENT LLC I.R.S. Identification No. 45-5418669 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
OO (See Item 3) | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
100 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
100 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
100 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
100.0% | |||||
(14) |
Type of reporting person (see instructions)
OO |
SCHEDULE 13D
CUSIP No. 69333Y108 | Page 5 of 10 Pages |
(1) |
Names of reporting persons I.R.S. Identification Nos. of above persons (entities only)
CENTERBRIDGE ASSOCIATES II, L.P. I.R.S. Identification No. 27-3060145 | |||||
(2) | Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
| |||||
(3) | SEC use only
| |||||
(4) | Source of funds (see instructions)
SC, AF, WC, OO (See Item 3) | |||||
(5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
| |||||
(6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power
0 | ||||
(8) | Shared voting power
100 | |||||
(9) | Sole dispositive power
0 | |||||
(10) | Shared dispositive power
100 | |||||
(11) |
Aggregate amount beneficially owned by each reporting person
100 | |||||
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
| |||||
(13) |
Percent of class represented by amount in Row (11)
100.0% | |||||
(14) |
Type of reporting person (see instructions)
PN |
Item 1. | Security and Issuer |
This statement on Schedule 13D (this Statement) relates to the common stock, par value $0.001 per share (the Shares), of P.F. Changs China Bistro, Inc., a Delaware corporation (P.F. Changs), as the surviving corporation in the Merger (as defined below), with its principal executive offices located at 7676 E. Pinnacle Peak Road, Scottsdale, Arizona, USA. P.F. Changs telephone number at such address is (480) 888-3000.
Item 2. | Identity and Background |
This Statement is filed by (i) Centerbridge Capital Partners II, L.P. (Centerbridge Capital Partners II), (ii) Wok Parent LLC (Parent), (iii) Wok Holdings Inc. (Wok Holdings) and (iv) Centerbridge Associates II, L.P. (Centerbridge Associates II) (collectively, the Reporting Persons).
Centerbridge Capital Partners II, a Delaware limited partnership, is a private equity fund principally engaged in the business of making investments in securities. Its business address is 375 Park Avenue, 12th Floor, New York, New York 10152.
Parent is a Delaware limited liability company and to date has engaged in no activities, other than those incident to its formation, the Offer (as defined below) and the Merger and arranging the related financing. Parents business address is 375 Park Avenue, 12th Floor, New York, New York 10152.
Wok Holdings is a Delaware corporation and a direct wholly-owned subsidiary of Parent. To date, Wok Holdings has engaged in no activities, other than those incident to its formation, the Offer and the Merger and arranging the related financing. Wok Holdings business address is 375 Park Avenue, 12th Floor, New York, New York 10152.
Centerbridge Associates II, a Delaware limited partnership, is a private partnership whose principal business is acting as the general partner of Centerbridge Capital Partners II. Centerbridge Associates IIs business address is 375 Park Avenue, 12th Floor, New York, New York 10152.
The name, residence or business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of Centerbridge Capital Partners II, Parent, Wok Holdings and Centerbridge Associates II are set forth on Schedules I-IV attached hereto (collectively, the Scheduled Persons, and each a Scheduled Person), and are incorporated herein by reference.
During the last five years, none of the Reporting Persons, nor, to the best of their knowledge, any of the Scheduled Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings 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.
Item 3. | Source and Amount of Funds or Other Consideration |
As more fully described in Item 4 hereof, Parent, Wok Acquisition Corp. (Purchaser) and P.F. Changs entered into an Agreement and Plan of Merger, dated as of May 1, 2012, a copy of which is referred to in Exhibit 1 and is incorporated herein by reference, as amended by Amendment No. 1 dated as of June 22, 2012, a copy of which is referred to in Exhibit 2 and is incorporated herein by reference (as so amended, the Merger Agreement). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the Offer) to purchase all of the outstanding Shares, at a price of $51.50 per share (the Offer Price), net to the sellers in cash, without interest thereon and less any required withholding taxes, on May 15, 2012.
The Offer expired at 5:00 p.m., New York City time, on June 29, 2012 (the Expiration Time). Based upon information provided by the depositary for the Offer, as of the Expiration Time, an aggregate of 17,819,727 Shares were validly tendered and not withdrawn, representing approximately 83.7% of the total outstanding Shares. All Shares that were validly tendered and not withdrawn were accepted for purchase by Purchaser and were promptly paid for in accordance with the terms of the Offer at the Offer Price.
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Subsequent to the expiration of the Offer, on July 2, 2012, Purchaser exercised its option (the Top-Up Option) to purchase additional Shares directly from P.F. Changs in accordance with the Merger Agreement. Purchaser purchased 17,000,000 Shares (the Top-Up Shares) at the Offer Price and paid the purchase price by delivery of cash equal to the aggregate par value of the Top-Up Shares and a promissory note to P.F. Changs having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash.
The Top-Up Shares, when combined with the Shares purchased in the Offer, were sufficient to give Purchaser aggregate ownership of more than 90% of the outstanding Shares as of July 2, 2012. On July 2, 2012, pursuant to the Merger Agreement, Purchaser merged with and into P.F. Changs in a short-form merger (the Merger) in accordance with Section 253 of the Delaware General Corporation Law (the DGCL), with P.F. Changs surviving as a wholly-owned subsidiary of Parent, and each outstanding share of common stock of Purchaser, par value $0.001 per share, was converted into and became one share of common stock of P.F. Changs, par value $0.001 per share. Shares not tendered in the Offer (other than Shares held by P.F. Changs, Parent, Purchaser, or any subsidiary of P.F. Changs or Parent, or by stockholders who properly exercise their appraisal rights in accordance with Delaware law) were cancelled in the Merger and converted into the right to receive the Offer Price.
The Reporting Persons estimate that the total amount of funds required to consummate the Offer and the Merger, including the acquisition of all outstanding Shares pursuant to the Offer and the Merger, was approximately $1.1 billion. Purchaser obtained the funds used to acquire the Shares in the Offer and the Merger pursuant to (i) equity contributions from Centerbridge Capital Partners II and Centerbridge Capital Partners SBS II, L.P.; (ii) debt financing of (1) a $305.0 million senior secured term loan facility and (2) a $75.0 million senior secured revolving loan facility with certain lenders, Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Barclays Bank PLC as joint lead arrangers and joint bookrunners; (iii) the issuance of $300 million aggregate principal amount of 10.25% senior notes due 2020; and (iv) available cash from P.F. Changs balance sheet.
Item 4. | Purpose of Transaction |
The purpose of the transactions described in this Statement was for Parent, through Purchaser, to acquire control of, and the entire equity interest in, P.F. Changs. The Offer, as the first step in the acquisition of P.F. Changs, was intended to facilitate the acquisition of all outstanding Shares. The purpose of the Merger was to acquire all of the outstanding Shares not tendered and purchased pursuant to the Offer.
On May 15, 2012, Purchaser commenced the Offer upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related letter of transmittal (the Letter of Transmittal), copies of which are attached hereto as Exhibit 3 and Exhibit 4, respectively. The Offer expired at 5:00 p.m., New York City time, on June 29, 2012. All Shares validly tendered and not properly withdrawn were accepted for purchase by Purchaser on July 2, 2012. Following such acceptance on July 2, 2012, Purchaser exercised the Top-Up Option to purchase Shares directly from P.F. Changs in accordance with the Merger Agreement and acquired the Top-Up Shares at the Offer Price. The Top-Up Shares were paid for by delivery of cash equal to the aggregate par value of the Top-Up Shares and a promissory note to P.F. Changs having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash. The Top-Up Shares, when combined with the Shares purchased in the Offer, were sufficient to give Purchaser aggregate ownership of more than 90% of the outstanding Shares as of July 2, 2012.
Section 253 of the DGCL provides that if a corporation owns at least 90% of the outstanding shares of each class of stock of a subsidiary corporation entitled to vote on a merger, the corporation holding such stock can effect a short-form merger with that subsidiary without any other action by the other stockholders of the subsidiary. Pursuant to the Merger Agreement, at 8:12 a.m., New York City time, on July 2, 2012 (the Effective Time), Purchaser was merged with and into P.F. Changs, with P.F. Changs surviving the Merger as a wholly-owned subsidiary of Parent. Purchaser and Parent effected the Merger without prior notice to, or any action by, any other stockholder of P.F. Changs as permitted under the DGCL. At the Effective Time, in accordance with the Merger Agreement, (i) each Share not tendered in the Offer (other than Shares held by P.F. Changs, Parent, Purchaser, or any subsidiary of P.F. Changs or Parent, or by stockholders who properly exercise their appraisal rights in accordance with Delaware law) was cancelled and converted into the right to receive the Offer Price, without
7
interest thereon and less any applicable withholding taxes and (ii) each outstanding share of common stock of Purchaser, par value $0.001 per share, was converted into and became one share of common stock of P.F. Changs, par value $0.001 per share. Following consummation of the Merger, Purchaser ceased to exist and Parent now holds 100 shares of common stock of P.F. Changs, par value $0.001 per share.
At the Effective Time, the certificate of incorporation and bylaws of P.F. Changs were amended and restated in their entirety pursuant to the provisions of the Merger Agreement and, as so amended, became the certificate of incorporation and bylaws of P.F. Changs. A Form 25 was filed with the Securities and Exchange Commission on July 2, 2012 to delist the Shares from the NASDAQ Global Select Market.
All information contained in the sections of the Offer to Purchase entitled The Merger Agreement; Other Agreements; Purpose of the Offer; Plans for P.F. Changs; and Certain Effects of the Offer is incorporated herein by reference. Except as set forth in this Statement (including any information incorporated by reference) and in connection with the transaction described above, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
(a) and (b) Immediately before the Merger, Purchaser was the direct record owner of, and had the power to vote and to dispose or direct the disposition of, 34,819,727 Shares, representing more than 90% of the issued and outstanding Shares. Upon consummation of the Merger and as of July 2, 2012, Purchaser ceased to exist and Wok Holdings became the sole stockholder and beneficial owner of 100 shares of common stock of P.F. Changs, representing 100% of the issued and outstanding shares of the common stock of P.F. Changs. Parent is the sole stockholder of Wok Holdings. Centerbridge Capital Partners II, together with certain of its affiliates and certain members of management of P.F. Changs, beneficially own, indirectly, 100% of Parent. Centerbridge Associates II is the general partner of Centerbridge Capital Partners II and therefore may also be deemed to beneficially own 100% of P.F. Changs.
(c) On July 2, 2012, Purchaser accepted an aggregate of 17,819,727 Shares for purchase in connection with the Offer, which Shares represented the number of Shares validly tendered and not withdrawn as of the Expiration Time. Following such acceptance, Purchaser exercised the Top-Up Option to purchase Shares directly from P.F. Changs in accordance with the Merger Agreement and acquired 17,000,000 additional Shares at the Offer Price, paid by delivery of cash equal to the aggregate par value of the Top-Up Shares and a promissory note to P.F. Changs having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash. Following such purchase of Shares pursuant to the exercise of the Top-Up Option, together with Shares previously owned by Purchaser, Purchaser owned, in the aggregate, 34,819,727 Shares, representing more than 90% of the outstanding Shares.
Pursuant to the Merger Agreement, at the Effective Time, (i) all Shares outstanding prior to such time were cancelled and ceased to exist and (other than Shares held by P.F. Changs, Parent, Purchaser, or any subsidiary of P.F. Changs or Parent, or by stockholders who properly exercise their appraisal rights in accordance with Delaware law) converted in the Merger into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes, and (ii) each outstanding share of common stock of Purchaser, par value $0.001 per share, was converted into and became one share of common stock of P.F. Changs, par value $0.001 per share. As a result, all of the Shares owned by Purchaser were cancelled and ceased to exist, and each share of common stock of Purchaser was converted into one share of common stock of P.F. Changs, par value $0.001 per share. Immediately prior to the Merger, Wok Holdings held 100 shares of common stock of Purchaser, which shares represented all of the issued and outstanding capital stock of Purchaser. Upon consummation of the Merger and as of July 2, 2012, Purchasers separate corporate existence ceased, and Wok Holdings became the beneficial owner of 100 shares of common stock of P.F. Changs, par value $0.001 per share, and the sole stockholder of P.F. Changs.
(d) Not applicable.
(e) Not applicable.
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information set forth under Items 3, 4 and 5 of this Statement is incorporated herein by reference. All information contained in the section of the Offer to Purchase entitled Background of the Offer; Past Contacts or Negotiations with P.F. Changs is incorporated herein by reference. Except as disclosed in this Statement or as set forth in or contemplated in the Merger Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any third person with respect to the Shares, including but not limited to transfer or voting of any of the Shares, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. | Material to Be Filed as Exhibits |
1. | Agreement and Plan of Merger, dated as of May 1, 2012, among Wok Parent LLC, Wok Acquisition Corp. and P.F. Changs China Bistro, Inc. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO filed by Wok Acquisition Corp., Wok Parent LLC, Wok Holdings Inc. and Centerbridge Capital Partners II, L.P. with the Securities and Exchange Commission on May 15, 2012, as amended). |
2. | Amendment No. 1 to Agreement and Plan of Merger, dated as of June 22, 2012, among Wok Parent LLC, Wok Acquisition Corp. and P.F. Changs China Bistro, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by P.F. Changs China Bistro, Inc. on June 22, 2012). |
3. | Offer to Purchase, dated May 15, 2012 (incorporated herein by reference to Exhibit (a)(1)(A) to the Schedule TO filed by Wok Acquisition Corp., Wok Parent LLC, Wok Holdings Inc. and Centerbridge Capital Partners II, L.P. with the Securities and Exchange Commission on May 15, 2012, as amended). |
4. | Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9) (incorporated herein by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Wok Acquisition Corp., Wok Parent LLC, Wok Holdings Inc. and Centerbridge Capital Partners II, L.P. with the Securities and Exchange Commission on May 15, 2012, as amended). |
5. | Joint Filing Agreement, dated July 12, 2012, by and among Centerbridge Capital Partners II, L.P., Wok Parent LLC, Wok Holdings Inc. and Centerbridge Associates II, L.P.* |
* | Filed herewith. |
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SIGNATURE
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. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.
CENTERBRIDGE CAPITAL PARTNERS II, L.P. | ||
By: |
Centerbridge Associates II, L.P., its general partner | |
By: |
Centerbridge GP Investors II, LLC its general partner | |
By: |
/s/ Jason Mozingo | |
Name: |
Jason Mozingo | |
Title: |
Senior Managing Director and Authorized Signatory | |
Date: |
July 12, 2012 |
WOK PARENT LLC | ||
By: |
/s/ Mark D. Mumford | |
Name: | Mark D. Mumford | |
Title: | Chief Financial Officer and Secretary | |
Date: | July 12, 2012 |
WOK HOLDINGS INC. | ||
By: |
/s/ Mark D. Mumford | |
Name: | Mark D. Mumford | |
Title: | Chief Financial Officer and Secretary | |
Date: | July 12, 2012 |
CENTERBRIDGE ASSOCIATES II, L.P. | ||
By: |
Centerbridge GP Investors II, LLC its general partner | |
By: |
/s/ Jason Mozingo | |
Name: | Jason Mozingo | |
Title: | Senior Managing Director and Authorized Signatory | |
Date: | July 12, 2012 |
10
SCHEDULE I
Name, business address, present principal occupation or employment and
place of citizenship of the directors and executive officers of
CENTERBRIDGE CAPITAL PARTNERS II, L.P.
Centerbridge Capital Partners II, L.P. does not have any officers or directors. Centerbridge Associates II, L.P., a Delaware limited partnership, is the general partner of Centerbridge Capital Partners II, L.P. The business address of Centerbridge Capital Partners II, L.P. and Centerbridge Associates II, L.P. is 375 Park Avenue, 12th Floor, New York, New York, 10152.
SCHEDULE II
Name, business address, present principal occupation or employment and
place of citizenship of the directors and executive officers of
WOK PARENT LLC
Wok Parent LLC does not have any directors. The name and present principal occupation or employment of each of the executive officers of Wok Parent LLC are set forth below. The business address of each executive officer is 7676 East Pinnacle Peak Road, Scottsdale, Arizona 85255. Each executive officer is a citizen of the United States of America.
EXECUTIVE OFFICERS
Name |
Present Principal Occupation or Employment | |
Richard L. Federico Chief Executive Officer |
Chief Executive Officer of P.F. Changs China Bistro, Inc. | |
Mark D. Mumford Chief Financial Officer and Secretary |
Chief Financial Officer and Secretary of P.F. Changs China Bistro, Inc. | |
R. Michael Welborn Executive Vice President |
Executive Vice President and President of Global Brand Development of P.F. Changs China Bistro, Inc. |
SCHEDULE III
Name, business address, present principal occupation or employment and
place of citizenship of the directors and executive officers of
WOK HOLDINGS INC.
The name and present principal occupation or employment of each of the directors and executive officers of Wok Holdings Inc. are set forth below. Unless otherwise indicated, the business address of each director is 375 Park Avenue, 12th Floor, New York, New York 10152. The business address of each executive officer is 7676 East Pinnacle Peak Road, Scottsdale, Arizona 85255. Each director and executive officer is a citizen of the United States of America.
DIRECTORS
Name |
Present Principal Occupation or Employment and Business Address | |
Jason S. Mozingo |
Senior Managing Director of Centerbridge Partners, L.P. | |
Jeffrey Long |
Senior Managing Director of Centerbridge Partners, L.P. | |
Amar Doshi |
Principal of Centerbridge Partners, L.P. | |
Richard L. Federico |
Chief Executive Officer of P.F. Changs China Bistro, Inc. 7676 East Pinnacle Peak Road Scottsdale, Arizona 85255 |
EXECUTIVE OFFICERS
Name |
Present Principal Occupation or Employment | |
Richard L. Federico Chief Executive Officer |
Chief Executive Officer of P.F. Changs China Bistro, Inc. | |
Mark D. Mumford Chief Financial Officer and Secretary |
Chief Financial Officer and Secretary of P.F. Changs China Bistro, Inc. | |
R. Michael Welborn Executive Vice President |
Executive Vice President and President of Global Brand Development of P.F. Changs China Bistro, Inc. |
SCHEDULE IV
Name, business address, present principal occupation or employment and
place of citizenship of the directors and executive officers of
CENTERBRIDGE ASSOCIATES II, L.P.
Centerbridge Associates II, L.P. does not have any officers or directors. Centerbridge GP Investors II, LLC, a Delaware limited liability company, is the general partner of Centerbridge Associates II, L.P. The principal business of Centerbridge GP Investors II, LLC is acting as the general partner of Centerbridge Associates II, L.P. Centerbridge GP Investors II, LLC does not have any officers or directors. The following individuals have the authority to bind Centerbridge GP Investors II, LLC. The business address of each individual is 375 Park Avenue, 12th Floor, New York, New York 10152. Each individual is a citizen of the United States of America.
Name |
Present Principal Occupation or Employment | |
Jason S. Mozingo |
Senior Managing Director of Centerbridge Partners, L.P. | |
Jeffrey W. Long |
Senior Managing Director of Centerbridge Partners, L.P. |
Exhibit 5
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that the Statement on Schedule 13D, dated July 12, 2012 (the Schedule 13D), with respect to the common stock of P.F. Changs China Bistro, Inc. is, and any amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other party, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the dates written below.
CENTERBRIDGE CAPITAL PARTNERS II, L.P. | ||
By: | Centerbridge Associates II, L.P., | |
its general partner | ||
By: | Centerbridge GP Investors II, LLC | |
its general partner | ||
By: | /s/ Jason Mozingo | |
Name: | Jason Mozingo | |
Title: | Senior Managing Director and Authorized Signatory | |
Date: | July 12, 2012 | |
WOK PARENT LLC | ||
By: | /s/ Mark D. Mumford | |
Name: | Mark D. Mumford | |
Title: | Chief Financial Officer and Secretary | |
Date: | July 12, 2012 | |
WOK HOLDINGS INC. | ||
By: | /s/ Mark D. Mumford | |
Name: | Mark D. Mumford | |
Title: | Chief Financial Officer and Secretary | |
Date: | July 12, 2012 | |
CENTERBRIDGE ASSOCIATES II, L.P. | ||
By: | Centerbridge GP Investors II, LLC | |
its general partner | ||
By: | /s/ Jason Mozingo | |
Name: | Jason Mozingo | |
Title: | Senior Managing Director and Authorized Signatory | |
Date: | July 12, 2012 |