Related-Party Transactions

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

During 2013 the Company paid $375,000, and during 2012 and 2011 the Company paid $1.1 million to Catterton Partners and Argentia Private Investments Inc. or their affiliates ("Equity Sponsors") for management service fees and Class C Dividends pursuant to a management services agreement and an agreement to pay dividends on its Class C common stock. In connection with the IPO, the management services agreement expired and one share of Class C common stock was redeemed. Management service fees and Class C dividends paid in each fiscal year vary due to the timing of payments.

In connection with the IPO during the second quarter of 2013, the Company paid $1.7 million of transaction bonuses and related payroll taxes to employees of the Company and $0.8 million in transaction payments to the Equity Sponsors.

In connection with the follow-on offering in the fourth quarter of 2013, the Company purchased 108,267 shares of of common stock from certain of its officers at the net offering price per share in such follow on offering. The Company did not receive any of the proceeds from the offering.

In February 2011, the Company paid the Equity Sponsors $45.9 million to repay subordinated notes, which included amounts accrued for PIK interest. See Note 4 "Borrowings."

Stockholders Agreement. In connection with the IPO, the Company entered into a new stockholders agreement with the Equity Sponsors, the 2013 Stockholders Agreement. The 2013 Stockholders Agreement contains restrictions on sale, issuance or transfer

16. Related-Party Transactions (continued)

of shares for each Equity Sponsor without the consent of the the other Equity Sponsor except in a tag along sale under the Registration Rights Agreement or the earlier of the second anniversary of the offering and time at which such Sponsor holds less than 25% of the Company's outstanding stock and Class B stock. The 2013 Stockholders Agreement also grants the Equity Sponsors the right to nominate representatives to the Company's board of directors and committees of the board. Catterton and Argentia each have the right to designate two members to the Company's board of directors and the Equity Sponsors will agree to vote to elect such director designees. If at any time an Equity Sponsor owns more than 10% and less than 20% of outstanding Class A and Class B common stock, such Equity Sponsor has the right to designate one nominee for election to the Company's board of directors. If an Equity Sponsor’s ownership level falls below 10% of outstanding Class A and Class B common stock, such Equity Sponsor will no longer have a right to designate a nominee. In addition, for so long as Catterton and Argentia hold at least 35% of the voting power of outstanding common stock, certain actions may not be taken without the approval of Catterton and Argentia.

The Company entered into a stockholders agreement with the Equity Sponsors in connection with the 2010 equity recapitalization. Under the 2010 Stockholders Agreement, each of Catterton and Argentia agreed to vote its respective shares of common stock to elect two directors selected by Argentia. Furthermore, if the Public Sector Pension Investment Board Act ceased to prohibit PSPIB from investing in securities of a corporation to which were attached more than 30% of the votes that may be cast to elect directors, each of Catterton and Argentia would vote its respective shares of common stock to elect two directors selected by Catterton. Additionally, Catterton would not vote its shares to elect any three of the five directors not designated by Argentia, unless any such director had been approved by Argentia. Catterton and Argentia further agreed not to vote their shares in favor of any of certain actions without the mutual consent of the other. All of the provisions of the 2010 Stockholders Agreement terminated upon the Company's IPO, in accordance with its terms.