SC 13G

NAMES OF REPORTING PERSONS

Green Equity Investors V, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

0001193125-19-034181.txt : 20190211 0001193125-19-034181.hdr.sgml : 20190211 20190211172433 ACCESSION NUMBER: 0001193125-19-034181 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190211 DATE AS OF CHANGE: 20190211 GROUP MEMBERS: BEACON COINVEST LLC GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: J. KRISTOFER GALASHAN GROUP MEMBERS: JONATHAN SEIFFER GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP ASSOCIATES V LLC GROUP MEMBERS: LGP MANAGEMENT, INC. GROUP MEMBERS: PERIDOT COINVEST MANAGER LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BJ's Wholesale Club Holdings, Inc. CENTRAL INDEX KEY: 0001531152 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 452936287 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90667 FILM NUMBER: 19586609 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 774-512-7400 MAIL ADDRESS: STREET 1: 25 RESEARCH DRIVE CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: Beacon Holding Inc. DATE OF NAME CHANGE: 20110927 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 d688488dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

BJ’s Wholesale Club Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05550J101

(CUSIP Number)

December 31, 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 person’s 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. 05550J101		13G		Page 1 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON PN


CUSIP No. 269808101		13G		Page 2 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON PN


CUSIP No. 269808101		13G		Page 3 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP No. 269808101		13G		Page 4 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP No. 269808101		13G		Page 5 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP No. 269808101		13G		Page 6 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON CO


CUSIP No. 269808101		13G		Page 7 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON PN


CUSIP No. 269808101		13G		Page 8 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP No. 269808101		13G		Page 9 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP No. 269808101		13G		Page 10 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON IN


CUSIP No. 269808101		13G		Page 11 of 17


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 28,502,024 shares of Common Stock
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 28,502,024 shares of Common Stock


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,502,024 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 20.83%beneficial ownership of the shares of the Common Stock based on 136,838,433 shares of Common Stock outstanding as of November 3, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on December 7, 2018.
12.		TYPE OF REPORTING PERSON IN


CUSIP No. 05550J101		13G		Page 12 of 17

Item 1.

(a)

Name of Issuer

BJ’s Wholesale Club Holdings, Inc. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

25 Research Drive

Westborough, Massachusetts 01581

Item 2.

(a)

Name of Person(s) Filing:

Green Equity Investors V, L.P.

Green Equity Investors Side V, L.P.

Beacon Coinvest LLC

GEI Capital V, LLC

Green V Holdings, LLC

Leonard Green & Partners, L.P.

Peridot Coinvest Manager LLC

LGP Management, Inc.

LGP Associates V LLC

Jonathan Seiffer

J. Kristofer Galashan

Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”) is the direct owner of 21,258,778 shares of Common Stock of the Issuer (the “GEI V Shares”). Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”) is the direct owner of 6,377,121 shares of Common Stock of the Issuer (the “GEI Side V Shares”). Beacon Coinvest LLC, a Delaware limited liability company (“Beacon” and, collectively with GEI V and GEI Side V, the “LGP Funds”) is the direct owner of 866,125 shares of Common Stock of the Issuer (the “Beacon Shares” and, collectively with the GEI V Shares and the GEI Side V Shares, the “Shares”).

GEI Capital V, LLC, a Delaware limited liability company (“Capital”) is the general partner of GEI V and GEI Side V. Green V Holdings, LLC, a Delaware limited liability company (“Holdings”) is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the management company of GEI V, GEI Side V, and Peridot Coinvest Manager LLC (“Peridot”), and an affiliate of Capital and Holdings. Peridot is the manager of LGP Associates V LLC (“Associates V”). Associates V is the manager of Beacon. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP. Mr. Seiffer is Senior Vice President of LGPM, LGP and certain of the other entities listed above and a member of the Issuer’s board of directors. Mr. Galashan is Senior Vice President of LGPM, LGP and certain of the other entities listed above and a member of the Issuer’s board of directors.

Capital, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, LGP, as the manager of GEI V, GEI Side V, and Peridot, LGPM, as the general partner of LGP, Mr. Seiffer, as Senior Vice President of LGPM, LGP and certain of the other entities listed above, Mr. Galashan as Senior Vice President of LGPM, LGP and certain of the other entities listed above, Peridot, as the manager of Associates V, and Associates V, as the manager of Beacon, 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, Holdings, LGP, Peridot, LGPM, Mr. Seiffer, Mr. Galashan, and Associates V may be deemed to be the indirect beneficial owners of the Shares.


CUSIP No. 05550J101		13G		Page 13 of 17

Each of Capital, Holdings, LGP, Peridot, LGPM, Mr. Seiffer, Mr. Galashan and Associates V disclaims beneficial ownership of the Shares reported herein, except to the extent of its and, with respect to Mr. Seiffer and and Mr. Galashan, their 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.

Each of Mr. Seiffer and Mr. Galashan either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Mr. Seiffer and Mr. Galashan may be deemed to have shared voting and investment power with respect to all shares beneficially owned by the LGP Funds. These individuals each disclaim beneficial ownership of the securities held by the LGP Funds except to the extent of his or her pecuniary interest therein.

(b)

Address of Principal Business Office or, if none, Residence

(A) – (K): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025

(c)

Citizenship

(A) – (I): Delaware

(J-K): United States of America

(d)

Title of Class of Securities

This statement relates to the Issuer’s Common Stock, par value $0.01 per share.

(e)

CUSIP Number

05550J101

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.


CUSIP No. 05550J101		13G		Page 14 of 17

(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.

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. 05550J101		13G		Page 15 of 17

SIGNATURE

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 11, 2019


Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Beacon Coinvest LLC
By: LGP Associates V LLC, its Manager
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

GEI Capital V, LLC

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Green V Holdings, LLC

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

Peridot Coinvest Manager LLC

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

[Signatures Continue on Next Page]


CUSIP No. 05550J101		13G		Page 16 of 17


LGP Management, Inc.

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

/s/ Andrew Goldberg
Andrew Goldberg, as Attorney-in-Fact for
Jonathan A. Seiffer

/s/ Andrew Goldberg
Andrew Goldberg, as Attorney-in-Fact for
J. Kristofer Galashan


CUSIP No. 05550J101		13G		Page 17 of 17


Exhibit No.		Description

24.1		Power-of-Attorney, dated June 26, 2018

99.1		Joint Filing Agreement, dated February 11, 2019

EX-24.1 2 d688488dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

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 undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director, or beneficial owner of the shares of Common Stock, par value $0.01 per share, of BJ’s Wholesale Club Holdings, 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-fact’s 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-fact’s 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 undersigned’s 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 undersigned’s 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 26^th day of June, 2018.


Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary


Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary


Beacon Coinvest LLC
By: LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary


GEI Capital V, LLC

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary


Green V Holdings, 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

[SIGNATURE PAGE TO BJ’S WHOLESALE CLUB HOLDINGS, INC. 13-G POWER OF ATTORNEY]


LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary

Peridot Coinvest Manager LLC

By:		/s/ Andrew C. Goldberg
		Andrew C. Goldberg
		Vice President, General Counsel and Secretary

/s/ Jonathan A. Seiffer
Jonathan A. Seiffer

/s/ J. Kristopher Galashan
J. Kristopher Galashan

[SIGNATURE PAGE TO BJ’S WHOLESALE CLUB HOLDINGS, INC. 13-G POWER OF ATTORNEY]

EX-99.1 3 d688488dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree as follows:

(i) Each party executing this joint filing agreement (the “Agreement”) is individually eligible to use the Schedule 13G to which this Exhibit is attached (the “13G”) and the 13G, including amendments thereto, is filed on behalf of each party hereto; and

(ii) Each party hereto is responsible for the timely filing of the 13G, including any 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 any other party hereto, unless such party knows or has reason to believe that such information is inaccurate.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2019.


Green Equity Investors V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Green Equity Investors Side V, L.P.
By: GEI Capital V, LLC, its General Partner

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Beacon Coinvest LLC
By: LGP Associates V LLC, its Manager
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

GEI Capital V, LLC

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

Green V Holdings, LLC

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

Peridot Coinvest Manager LLC

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

[Signatures Continue On Next Page]

Signature Page to Joint Filing Agreement


LGP Management, Inc.

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

LGP Associates V LLC
By: Peridot Coinvest Manager LLC, its Manager

By:		/s/ Andrew Goldberg
		Andrew Goldberg
		Vice President, General Counsel and Secretary

/s/ Jonathan A. Seiffer
Jonathan A. Seiffer

/s/ J. Kristofer Galashan
J. Kristofer Galashan

Signature Page to Joint Filing Agreement