UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Mister Car Wash, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
60646V105
(CUSIP Number)
December 31, 2021
(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 the disclosures provided in a prior cover page. |
The information required in 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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 60646V105 | 13G | Page 1 of 15 |
1. |
NAMES OF REPORTING PERSONS
Green Equity Investors VI, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 60646V105 | 13G | Page 2 of 15 |
1. |
NAMES OF REPORTING PERSONS
Green Equity Investors Side VI, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 60646V105 | 13G | Page 3 of 15 |
1. |
NAMES OF REPORTING PERSONS
GEI Capital VI, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 60646V105 | 13G | Page 4 of 15 |
1. |
NAMES OF REPORTING PERSONS
LGP Management, Inc. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
CO |
CUSIP No. 60646V105 | 13G | Page 5 of 15 |
1. |
NAMES OF REPORTING PERSONS
Leonard Green & Partners, L.P. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
PN |
CUSIP No. 60646V105 | 13G | Page 6 of 15 |
1. |
NAMES OF REPORTING PERSONS
Green VI Holdings, LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 60646V105 | 13G | Page 7 of 15 |
1. |
NAMES OF REPORTING PERSONS
LGP Associates VI-A LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 60646V105 | 13G | Page 8 of 15 |
1. |
NAMES OF REPORTING PERSONS
LGP Associates VI-B LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 60646V105 | 13G | Page 9 of 15 |
1. |
NAMES OF REPORTING PERSONS
Peridot Coinvest Manager LLC | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (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
0 | ||||
6. | SHARED VOTING POWER
219,213,079 shares of Common Stock | |||||
7. | SOLE DISPOSITIVE POWER
0 | |||||
8. | SHARED DISPOSITIVE POWER
219,213,079 shares of Common Stock |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
219,213,079 shares of Common Stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
73.7% | |||||
12. | TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
CUSIP No. 60646V105 | 13G | Page 10 of 15 |
Item 1.
(a) | Name of Issuer |
Mister Car Wash, Inc. (Issuer)
(b) | Address of Issuers Principal Executive Offices |
222 E. 5th Street
Tucson, Arizona 85705
Item 2.
(a) | Name of Person(s) Filing: |
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons:
A. Green Equity Investors VI, L.P.
B. Green Equity Investors Side VI, L.P.
C. GEI Capital VI, LLC
D. Leonard Green & Partners, L.P.
E. LGP Management, Inc.
F. Green VI Holdings, LLC
G. LGP Associates VI-A LLC
H. LGP Associates VI-B LLC
I. Peridot Coinvest Manager LLC
Green Equity Investors VI, L.P., a Delaware limited partnership (GEI VI) is the direct owner of 134,812,845 shares of Common Stock of the Issuer (the GEI VI Shares). Green Equity Investors Side VI, L.P., a Delaware limited partnership (GEI Side VI), is the direct owner of 80,348,253 shares of Common Stock of the Issuer (the GEI Side VI Shares), LGP Associates VI-A LLC, a Delaware limited liability company (Associates VI-A), is the direct owner of 315,683 shares of Common Stock of the Issuer (the Associates VI-A Shares), and LGP Associates VI-B LLC, a Delaware limited liability company (Associates VI-B and together with GEI VI, GEI Side VI, and Associates VI-A, the LGP Funds) is the direct owner of 3,736,298 shares of Common Stock of the Issuer (the Associates VI-B Shares and, collectively with the GEI VI Shares, the GEI Side VI Shares, and the Associates VI-A Shares, the Shares).
GEI Capital VI, LLC, a Delaware limited liability company (Capital) is the general partner of GEI VI and GEI Side VI. Green VI Holdings, LLC, a Delaware limited liability company (Holdings), is a limited partner of GEI VI and GEI Side VI. Leonard Green & Partners, L.P., a Delaware limited partnership (LGP) is the management company of GEI VI and GEI Side VI. LGP Management, Inc., a Delaware corporation (LGPM) is the general partner of LGP. Peridot Coinvest Manager LLC, a Delaware limited liability company (Peridot) is the manager of each of Associates VI-A and Associates VI-B.
Capital, as the general partner of GEI VI and GEI Side VI, Holdings, as a limited partner of GEI VI and GEI Side VI, LGP, as the manager of GEI VI and GEI Side VI, LGPM, as the general partner of LGP, and Peridot as the manager of Associates VI-A and Associates VI-B, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, Capital, LGP, LGPM, Holdings, and Peridot may be deemed to be the indirect beneficial owners of the Shares.
Each of Capital, LGP, LGPM, Holdings, and Peridot disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.
(b) | Address of Principal Business Office or, if none, Residence |
CUSIP No. 60646V105 | 13G | Page 11 of 15 |
The address of each of the Reporting Persons is 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025
(c) | Citizenship |
Each of the Reporting Persons is organized in the state of Delaware.
(d) | Title of Class of Securities |
This statement relates to the Issuers Common Stock, par value $0.01 per share.
(e) | CUSIP Number |
60646V105
Item 3. | |
Not applicable.
Item 4. | Ownership |
(a) | Amount Beneficially Owned: |
See response to Item 9 on each cover page.
(b) | Percent of class: |
See response to Item 11 on each cover page.
(c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote:
See response to Item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to Item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on each cover page.
Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
CUSIP No. 60646V105 | 13G | Page 12 of 15 |
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 or Control Person |
Not applicable.
Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Item 9. | Notice of Dissolution of Group |
Not applicable.
Item 10. | Certifications |
Not applicable.
CUSIP No. 60646V105 | 13G | Page 13 of 15 |
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of February 14, 2022
Green Equity Investors VI, L.P. | ||
By: GEI Capital VI, LLC, its General | ||
Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and | ||
Secretary | ||
Green Equity Investors Side VI, L.P. | ||
By: GEI Capital VI, LLC, its General | ||
Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and | ||
Secretary | ||
GEI Capital VI, LLC | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and | ||
Secretary | ||
LGP Associates VI-A LLC | ||
By: Peridot Coinvest Manager LLC, its | ||
Manager | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and | ||
Secretary | ||
LGP Associates VI-B LLC | ||
By: Peridot Coinvest Manager LLC, its | ||
Manager | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg | ||
Vice President, General Counsel and | ||
Secretary |
CUSIP No. 60646V105 | 13G | Page 14 of 15 |
Green VI Holdings, LLC | ||
By: LGP Management, Inc., its Manager | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg Vice President, General Counsel and Secretary | ||
Leonard Green & Partners, L.P. By: LGP Management, Inc., its General Partner | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg Vice President, General Counsel and Secretary | ||
LGP Management, Inc. | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg Vice President, General Counsel and Secretary | ||
Peridot Coinvest Manager LLC | ||
By: | /s/ Andrew Goldberg | |
Andrew Goldberg Vice President, General Counsel and Secretary |
CUSIP No. 60646V105 | 13G | Page 15 of 15 |
Exhibit No. | Description | |
99.1 | Power-of-Attorney, dated February 11, 2022 | |
99.2 | Joint Filing Agreement, dated February 11, 2022 |
Exhibit 99.1
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Cody L. Franklin, Andrew C. Goldberg, and Lance J.T. Schumacher, signing singly, as the undersigneds true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigneds capacity as an officer, director, or beneficial owner of the shares of Common Stock, par value $0.01 per share, of Mister Car Wash, Inc., a Delaware corporation (the Issuer), the Statement on Schedule 13D (or Schedule 13G, if applicable) in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13D (or Schedule 13G, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigneds responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until each of the undersigned is no longer required to file a Statement on Schedule 13D or Schedule 13G with respect to each of the undersigneds holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
[Signatures on following pages]
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 11th day of February, 2022.
Green Equity Investors VI, L.P. | ||
By: GEI Capital VI, LLC, its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
Green Equity Investors Side VI, L.P. | ||
By: GEI Capital VI, LLC, its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
GEI Capital VI, LLC | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
Leonard Green & Partners, L.P. | ||
By: LGP Management, Inc., its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
LGP Management, Inc. | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
LGP Associates VI-A LLC | ||
By: Peridot Coinvest Manager LLC, its Manager | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary | |
LGP Associates VI-B LLC | ||
By: Peridot Coinvest Manager LLC, its Manager |
[SIGNATURE PAGE TO MISTER CAR WASH, INC. 13-G POWER OF ATTORNEY]
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary | |
Green VI Holdings, LLC | ||
By: LGP Management, Inc., its Manager | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary | |
Peridot Coinvest Manager LLC | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary |
[SIGNATURE PAGE TO MISTER CAR WASH, INC. 13-G POWER OF ATTORNEY]
Exhibit 99.2
Joint Filing Agreement
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13G filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Stock, par value $0.01 per share (the Common Stock) of Mister Car Wash, Inc., a Delaware corporation (the Issuer), and such other securities of the Issuer and its affiliates that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signatures on following pages]
IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be duly executed as of the 11th day of February, 2022.
Green Equity Investors VI, L.P. | ||
By: GEI Capital VI, LLC, its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
Green Equity Investors Side VI, L.P. | ||
By: GEI Capital VI, LLC, its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
GEI Capital VI, LLC | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
Leonard Green & Partners, L.P. | ||
By: LGP Management, Inc., its General Partner | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
LGP Management, Inc. | ||
By: | /s/ Andrew C. Goldberg | |
Andrew C. Goldberg | ||
Vice President, General Counsel and Secretary | ||
LGP Associates VI-A LLC | ||
By: Peridot Coinvest Manager LLC, its Manager | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary | |
LGP Associates VI-B LLC | ||
By: Peridot Coinvest Manager LLC, its Manager | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary |
[SIGNATURE PAGE TO MISTER CAR WASH, INC. 13-G JOINT FILING AGREEMENT]
Green VI Holdings, LLC | ||
By: LGP Management, Inc., its Manager | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary | |
Peridot Coinvest Manager LLC | ||
By: | /s/ Andrew C. Goldberg | |
Name: | Andrew C. Goldberg | |
Title: | Vice President, General Counsel and Secretary |
[SIGNATURE PAGE TO MISTER CAR WASH, INC. 13-G JOINT FILING AGREEMENT]