SC 13G

SC 13G 1 d454868dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. )*

PQ GROUP HOLDINGS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

73943T 103

(CUSIP Number)

December 31, 2017

(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 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 (“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. 73943T 103		13G		Page 2 of 18 Pages


1.	NAME OF REPORTING PERSON CCMP Capital Investors III, 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 29,370,897*
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER 29,370,897*
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,370,897*
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 21.7%
12.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 3 of 18 Pages


13.	NAME OF REPORTING PERSON CCMP Capital Investors III (Employee), L.P.
14.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
15.	SEC USE ONLY
16.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		17.	SOLE VOTING POWER 0
		18.	SHARED VOTING POWER 2,977,037*
		19.	SOLE DISPOSITIVE POWER 0
		20.	SHARED DISPOSITIVE POWER 2,977,037*
21.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,977,037*
22.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
23.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2%
24.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 4 of 18 Pages


25.	NAME OF REPORTING PERSON CCMP Capital Investors III (AV-7), L.P.
26.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
27.	SEC USE ONLY
28.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		29.	SOLE VOTING POWER 0
		30.	SHARED VOTING POWER 8,954,565*
		31.	SOLE DISPOSITIVE POWER 0
		32.	SHARED DISPOSITIVE POWER 8,954,565*
33.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,954,565*
34.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
35.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.6%
36.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 5 of 18 Pages


37.	NAME OF REPORTING PERSON CCMP Capital Investors III (AV-8), L.P.
38.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
39.	SEC USE ONLY
40.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		41.	SOLE VOTING POWER 0
		42.	SHARED VOTING POWER 506,610*
		43.	SOLE DISPOSITIVE POWER 0
		44.	SHARED DISPOSITIVE POWER 506,610*
45.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 506,610*
46.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
47.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.4%
48.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 6 of 18 Pages


49.	NAME OF REPORTING PERSON CCMP Capital Investors III (AV-9), L.P.
50.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
51.	SEC USE ONLY
52.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		53.	SOLE VOTING POWER 0
		54.	SHARED VOTING POWER 10,127,880*
		55.	SOLE DISPOSITIVE POWER 0
		56.	SHARED DISPOSITIVE POWER 10,127,880*
57.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,127,880*
58.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
59.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5%
60.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 7 of 18 Pages


61.	NAME OF REPORTING PERSON CCMP Capital Investors III (AV-10), L.P.
62.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
63.	SEC USE ONLY
64.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		65.	SOLE VOTING POWER 0
		66.	SHARED VOTING POWER 663,600*
		67.	SOLE DISPOSITIVE POWER 0
		68.	SHARED DISPOSITIVE POWER 663,600*
69.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 663,600*
70.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
71.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5%
72.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 8 of 18 Pages


73.	NAME OF REPORTING PERSON CCMP Capital Associates III, L.P.
74.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
75.	SEC USE ONLY
76.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		77.	SOLE VOTING POWER 0
		78.	SHARED VOTING POWER 52,600,589*
		79.	SOLE DISPOSITIVE POWER 0
		80.	SHARED DISPOSITIVE POWER 52,600,589*
81.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,600,589*
82.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
83.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 38.9%
84.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 9 of 18 Pages


85.	NAME OF REPORTING PERSON CCMP Capital Associates III GP, LLC
86.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
87.	SEC USE ONLY
88.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		89.	SOLE VOTING POWER 0
		90.	SHARED VOTING POWER 52,600,589*
		91.	SOLE DISPOSITIVE POWER 0
		92.	SHARED DISPOSITIVE POWER 52,600,589*
93.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 52,600,589*
94.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
95.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 38.9%
96.	TYPE OF REPORTING PERSON OO

*	See Item 4


CUSIP No. 73943T 103		13G		Page 10 of 18 Pages


97.	NAME OF REPORTING PERSON CCMP Capital, LP
98.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
99.	SEC USE ONLY
100.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		101.	SOLE VOTING POWER 0
		102.	SHARED VOTING POWER 61,962,767*
		103.	SOLE DISPOSITIVE POWER 0
		104.	SHARED DISPOSITIVE POWER 61,962,767*
105.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,962,767*
106.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
107.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.8%
108.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 11 of 18 Pages


109.	NAME OF REPORTING PERSON CCMP Capital GP, LLC
110.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
111.	SEC USE ONLY
112.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		113.	SOLE VOTING POWER 0
		114.	SHARED VOTING POWER 61,962,767*
		115.	SOLE DISPOSITIVE POWER 0
		116.	SHARED DISPOSITIVE POWER 61,962,767*
117.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,962,767*
118.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
119.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 45.8%
120.	TYPE OF REPORTING PERSON OO

* See Item 4


CUSIP No. 73943T 103		13G		Page 12 of 18 Pages


121.	NAME OF REPORTING PERSON Quartz Co-Invest, L.P.
122.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
123.	SEC USE ONLY
124.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		125.	SOLE VOTING POWER 0
		126.	SHARED VOTING POWER 9,362,178*
		127.	SOLE DISPOSITIVE POWER 0
		128.	SHARED DISPOSITIVE POWER 9,362,178*
129.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,362,178*
130.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
131.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%
132.	TYPE OF REPORTING PERSON PN

*	See Item 4


CUSIP No. 73943T 103		13G		Page 13 of 18 Pages


133.	NAME OF REPORTING PERSON CCMP Co-Invest III A GP, LLC
134.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
135.	SEC USE ONLY
136.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		137.	SOLE VOTING POWER 0
		138.	SHARED VOTING POWER 9,362,178*
		139.	SOLE DISPOSITIVE POWER 0
		140.	SHARED DISPOSITIVE POWER 9,362,178*
141.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,362,178*
142.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
143.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9%
144.	TYPE OF REPORTING PERSON OO

*	See Item 4

Item 1(a).

Name of Issuer

PQ Group Holdings Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices

300 Lindenwood Drive

Valleybrooke Corporate Center

Malvern, Pennsylvania 19355.

Item 2.

(a) Name of Person Filing

This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i)

CCMP Capital Investors III, L.P. (“CCMP Capital Investors”);

(ii)

CCMP Capital Investors III (Employee), L.P. (“CCMP Employee”);

(iii)

CCMP Capital Investors III (AV-7), L.P. (“CCMP AV-7”);

(iv)

CCMP Capital Investors III (AV-8), L.P. (“CCMP AV-8”);

(v)

CCMP Capital Investors III (AV-9), L.P. (“CCMP AV-9”);

(vi)

CCMP Capital Investors III (AV-10), L.P. (“CCMP AV-10” and, together with CCMP Capital Investors, CCMP Employee, CCMP AV-7, CCMP AV-8, and CCMP AV-9, the “CCMP Capital Funds”);

(vii)

CCMP Capital Associates III, L.P. (“CCMP Capital Associates”);

(viii)

CCMP Capital Associates III GP, LLC (“CCMP Capital Associates GP”);

(ix)

CCMP Capital, LP (“CCMP Capital”);

(x)

CCMP Capital GP, LLC (“CCMP Capital GP”);

(xi)

Quartz Co-Invest, L.P. (“Quartz”); and

(xii)

CCMP Co-Invest III A GP, LLC (“CCMP Co-Invest GP”).

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2018, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b) Address of Principal Business Office or, if none, Residence

c/o CCMP Capital Advisors, LP

277 Park Avenue

New York, New York 10172.

(c) Citizenship

All Reporting Persons: Delaware

(d) Title of Class of Securities

Common Stock, par value $0.01 per share (the “Common Stock”)

(e) CUSIP Number

73943T 103.

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:

☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a) Amount beneficially owned

As of December 31, 2017, the Reporting Persons may be deemed to beneficially own in the aggregate 61,962,767 shares of the Issuer’s Common Stock, representing, in the aggregate, approximately 45.8% of the Issuer’s total Common Stock outstanding. The percentage of the Issuer’s outstanding shares of Common Stock held by the Reporting Persons is based on 135,240,826 shares of Common Stock outstanding as of November 10, 2017, as reported in the Issuer’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Securities and Exchange Commission on November 14, 2017.

The general partner of each of the CCMP Capital Funds is CCMP Capital Associates. The general partner of CCMP Capital Associates is CCMP Capital Associates GP. As a result, each of CCMP Capital Associates and CCMP Capital Associates GP may be deemed to share beneficial ownership with respect to the Common Stock held by the CCMP Capital Funds.

The general partner of Quartz is CCMP Co-Invest GP. As a result, CCMP Co-Invest GP may be deemed to share beneficial ownership with respect to the Common Stock held by Quartz.

CCMP Capital Associates GP and CCMP Co-Invest GP are each wholly owned by CCMP Capital.

The general partner of CCMP Capital is CCMP Capital GP. CCMP Capital GP ultimately exercises voting and dispositive power over the securities held by the CCMP Capital Funds and Quartz. As a result, each of CCMP Capital and CCMP Capital GP may be deemed to share beneficial ownership with respect to the Common Stock held by the CCMP Capital Funds and Quartz.

CCMP Capital Associates and CCMP Capital Associates GP each may be deemed to beneficially own 52,600,589 shares of the Issuer’s Common Stock, consisting of (i) 29,370,897 shares held by CCMP Capital Investors, (ii) 2,977,037 shares held by CCMP Employee, (iii) 8,954,565 shares held by CCMP AV-7, (iv) 506,610 shares held by CCMP AV-8, (v) 10,127,880 shares held by CCMP AV-9, and (vi) 663,600 shares held by CCMP AV-10.

CCMP Co-Invest GP may be deemed to beneficially own 9,362,178 shares of the Issuer’s Common Stock held by Quartz.

CCMP Capital and CCMP Capital GP each may be deemed to beneficially own 61,962,767 shares of the Issuer’s Common Stock, consisting of (i) 29,370,897 shares held by CCMP Capital Investors, (ii) 2,977,037 shares held by CCMP Employee, (iii) 8,954,565 shares held by CCMP AV-7, (iv) 506,610 shares held by CCMP AV-8, (v) 10,127,880 shares held by CCMP AV-9, (vi) 663,600 shares held by CCMP AV-10, and (vii) 9,362,178 shares held by Quartz.

(b) Percent of Class

The responses of the Reporting Persons to Row 11 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. The percentages represent the percentage of the Issuer’s Common Stock beneficially owned by the Reporting Persons.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: The responses of the Reporting Persons to Row 5 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(ii) Shared power to vote or to direct the vote: The responses of the Reporting Persons to Row 6 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

(iii) Sole power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 7 of each of the cover pages to this Schedule 13G are hereby incorporated by reference.

(iv) Shared power to dispose or to direct the disposition of: The responses of the Reporting Persons to Row 8 of each of the cover pages to this Schedule 13G are hereby incorporated by reference. See also Item 4(a) above.

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.

Certification

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: February 13, 2018


CCMP CAPITAL INVESTORS III, L.P.
CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P.
CCMP CAPITAL INVESTORS III (AV-7), L.P.
CCMP CAPITAL INVESTORS III (AV-8), L.P.
CCMP CAPITAL INVESTORS III (AV-9), L.P.
CCMP CAPITAL INVESTORS III (AV-10), L.P.

By: CCMP Capital Associates III, L.P.,
its general partner
By: CCMP Capital Associates III GP, LLC,
its general partner,

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL ASSOCIATES III, L.P.

By: CCMP Capital Associates III GP, LLC,
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL ASSOCIATES III GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

QUARTZ CO-INVEST, L.P.
By: CCMP Co-Invest III A GP, LLC,
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel


CCMP CO-INVEST III A GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL, LP
By: CCMP Capital GP, LLC
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

Exhibit A

Agreement Regarding the Joint Filing of Schedule 13G

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 13, 2018


CCMP CAPITAL INVESTORS III, L.P.
CCMP CAPITAL INVESTORS III (EMPLOYEE), L.P.
CCMP CAPITAL INVESTORS III (AV-7), L.P.
CCMP CAPITAL INVESTORS III (AV-8), L.P.
CCMP CAPITAL INVESTORS III (AV-9), L.P.
CCMP CAPITAL INVESTORS III (AV-10), L.P.

By: CCMP Capital Associates III, L.P.,
its general partner
By: CCMP Capital Associates III GP, LLC,
its general partner,

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL ASSOCIATES III, L.P.

By: CCMP Capital Associates III GP, LLC,
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL ASSOCIATES III GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel


QUARTZ CO-INVEST, L.P.

By: CCMP Co-Invest III A GP, LLC,
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CO-INVEST III A GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL, LP

By: CCMP Capital GP, LLC
its general partner

By:		/s/ Richard G. Jansen
Managing Director and General Counsel

CCMP CAPITAL GP, LLC

By:		/s/ Richard G. Jansen
Managing Director and General Counsel