Noodles & Company
|
(Name of Issuer)
|
Class A Common Stock, $0.01 par value per share
|
(Title of class of securities)
|
65540B105
|
(CUSIP Number)
|
Nathalie Bouchard
Senior Director, Compliance
Public Sector Pension Investment Board
1250 René-Lévesque Boulevard West, Suite 900
Montréal, Québec, Canada H3B 4W8
514-937-2772
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
February 8, 2017
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 65540B105
|
13D
|
Page 2
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
Public Sector Pension Investment Board
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 (see Item 5) (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 (see Item 5) (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
|
||
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
29.7% (see Item 5) (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO; HC
|
|
|
|||
|
|
(1) |
Includes the shares owned by Argentia Private Investments Inc. (“Argentia”), a wholly owned subsidiary of Public Sector Pension Investment Board (“PSP”). PSP may be deemed a beneficial owner of such shares. See Note (1) to Argentia’s cover page of this Schedule 13D.
|
(2) |
See Note (2) to Argentia’s cover page of this Schedule 13D.
|
CUSIP No. . 65540B105
|
13D
|
Page 3
|
1
|
NAME OF REPORTING PERSONS
|
|
|
||
Argentia Private Investments Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Canada
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 (see Item 5) (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 (see Item 5) (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
|
|
|
||
8,266,858 (see Item 5) (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
29.7% (see Item 5) (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
CO
|
|
|
|||
|
|
(1) |
Argentia, a wholly owned subsidiary of PSP, directly owns 6,744,760 shares of Class A Common Stock and 1,522,098 shares of Class B Common Stock (“Class B Common Stock”) of the Issuer. Shares of Class B Common Stock are convertible by the holder into Class A Common Stock on a share-for share basis. Shares of Class A Common Stock are convertible by the holder into Class B Common Stock on a share-for-share basis. Generally, shares of Class A Common Stock and Class B Common Stock are entitled to one vote per share in all matters, voting as a single class, with the exception that Class B Common Stock is not entitled vote in the election or removal of directors.
|
(2) |
Percent of Class A Common Stock calculated based on 26,350,369 shares of Class A Common Stock outstanding as of February 8, 2017 (as disclosed in Exhibit 10.1 of the Issuer’s Form 8-K filed with the SEC on February 9, 2017) plus 1,522,098 shares of Class A Common Stock issuable to Argentia upon conversion of all the shares of Class B Common Stock owned by Argentia.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
(a) |
The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this Schedule 13D, as of February 20, 2017, are incorporated herein by reference. As of February 20, 2017, PSP was the beneficial owner of 8,266,858 of shares of Class A Common Stock (6,744,760 shares of Class A Common Stock directly owned by Argentia and 1,522,098 shares of Class A Common Stock issuable upon conversion of 1,522,098 shares of Class B Common Stock directly owned by Argentia), which represents 29.7% of the number of shares of Class A Common Stock outstanding (based on 26,350,369 shares of Class A Common Stock outstanding as of February 8, 2017 (as disclosed in Exhibit 10.1 of the Issuer’s Form 8-K filed with the SEC on February 9, 2017) plus 1,522,098 shares of Class A Common Stock issuable to Argentia upon conversion of all the shares of Class B Common Stock owned by Argentia).
|
(b) |
The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Schedule 13D and (ii) Item 5(a) hereof, in each case, as of February 20, 2017, are incorporated herein by reference.
|
(c) |
None of the Reporting Persons, nor, to their knowledge any of the Scheduled Persons, has effected any transaction in Class A Common Stock during the past 60 days. The information for transactions by Catterton can be found in its Schedule 13D filed with the SEC on February 9, 2017.
|
(d) |
Not applicable.
|
(e) |
Not applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
Exhibit No.
|
Exhibit Description
|
1
|
Joint Filing Agreement, by and among the Reporting Persons, dated February 21, 2017. *
|
2
|
Amended and Restated Certificate of Incorporation of the Issuer (Exhibit 3.1 to the Issuer’s Form S-1 filed with the SEC on November 19, 2013 (SEC Registration No. 333-192402)). †
|
3
|
Amended and Restated Stockholders Agreement, dated as of July 2, 2013, among the Issuer, Catterton and Argentia (Exhibit 10.18 to the Issuer’s Form S-1 filed with the SEC on November 19, 2013 (SEC Registration No. 333-192402)). †
|
4
|
Registration Rights Agreement, dated December 27, 2010, among the Issuer, Catterton, Argentia and certain other stockholders of the Issuer (Exhibit 10.3 to the Issuer’s Form S-1/A filed with the SEC on June 17, 2013 (SEC Registration No. 333-188783)). †
|
5
|
Amendment No. 1 to Registration Rights Agreement, dated as of July 8, 2014, among the Issuer, Catterton, Argentia and certain other stockholders of the Issuer (Exhibit 10.1 to the Issuer’s Form 10-Q filed with the SEC on November 6, 2014 (SEC File No. 001-35987)). †
|
6
|
Letter Agreement, dated February 8, 2017, between the Issuer and Argentia (Exhibit 10.3 to the Issuer’s Form 8-K filed with the SEC on February 9, 2017 (SEC File No. 001-35987)). †
|
7
|
Securities Purchase Agreement, dated as of February 8, 2017, between the Issuer and Catterton (Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on February 9, 2017 (SEC File No. 001-35987)). †
|
* Filed herewith. | ||
† Incorporated herein by reference. |
Dated: February 21, 2017
|
|||
PUBLIC SECTOR PENSION INVESTMENT BOARD
|
|||
By:
|
/s/ Nathalie Bouchard
|
||
Name: Nathalie Bouchard
|
|||
Title: Senior Director, Compliance
|
|||
ARGENTIA PRIVATE INVESTMENTS INC.
|
|||
By:
|
/s/ Selin Bastin
|
||
Name: Selin Bastin
|
|||
Title: Assistant Secretary
|
NAME
|
PRESENT
BUSINESS ADDRESS
|
PRESENT
PRINCIPAL OCCUPATION
|
Michael P. Mueller
|
Chairman of the Board
|
|
Cheryl Barker
|
Board member
|
|
Diane Bean
|
Board member
|
|
Micheline Bouchard
|
Board member
|
|
Léon Courville
|
Board member
|
|
Garnet Garven
|
Board member
|
|
Martin J. Glynn
|
Board member
|
|
Lynn Haight
|
Board member
|
|
Timothy E. Hodgson
|
Alignvest Management Corporation
70th Floor, First Canadian Place
100 King Street West
Toronto, Ontario
|
Managing Partner of Alignvest Management Corporation (alternative investment management)
|
William A. Mackinnon
|
Board member
|
Citizenship:
|
|
Diane Bean:
|
Canadian and Jamaican
|
Martin J. Glynn
|
Canadian and British
|
Lynn Haight
|
Canadian and British
|
Timothy E. Hodgson
|
Canadian, American and British
|
All others:
|
Canadian
|
NAME
|
PRESENT
BUSINESS ADDRESS
|
PRESENT
PRINCIPAL OCCUPATION
|
André Bourbonnais
|
President and CEO
|
|
Daniel Garant
|
Executive Vice President and Chief Investment Officer
|
|
Nathalie Bernier
|
Senior Vice President, Strategic and Business Planning, and Chief Financial Officer
|
|
Darren Baccus
|
Senior Vice President and Chief Legal Officer
|
|
Jean-François Bureau
|
Senior Vice President and Chief Risk Officer
|
|
Giulia Cirillo
|
Senior Vice President and Chief Human Resources Officer
|
|
Neil Cunningham
|
Senior Vice President, Global Head of Real Estate Investments
|
|
Alain Deschênes
|
Senior Vice President and Chief Operations Officer
|
|
Anik Lanthier
|
Senior Vice President, Public Markets and Absolute Return Strategies
|
|
David Scudellari
|
c/o PSP Investments USA LLC
450 Lexington Ave., Suite 3750
New York, NY 10017
|
Senior Vice President, Head of Principal Debt and Credit Investments
|
Guthrie Stewart
|
Senior Vice President, Global Head of Private Investments
|
|
Alison Breen
|
Vice President, Corporate Secretary and Chief Regulatory Officer
|
Citizenship:
|
|
David Scudellari
|
American
|
All Others:
|
Canadian
|
NAME
|
PRESENT
BUSINESS ADDRESS
|
PRESENT
PRINCIPAL OCCUPATION
|
Guthrie Stewart
|
Senior Vice President, Global Head of Private Investments
|
|
Nathalie Bernier
|
Senior Vice President, Strategic and Business Planning, and Chief Financial Officer
|
Citizenship:
|
|
All:
|
Canadian
|
NAME
|
PRESENT
BUSINESS ADDRESS
|
PRESENT
PRINCIPAL OCCUPATION
|
André Bourbonnais
|
President
|
|
Guthrie Stewart
|
Vice President
|
|
Nathalie Bernier
|
Vice President
|
Citizenship:
|
|
All:
|
Canadian
|
Exhibit No.
|
Exhibit Description
|
Joint Filing Agreement, by and among the Reporting Persons, dated February 21, 2017. *
|
|
2
|
Amended and Restated Certificate of Incorporation of the Issuer (Exhibit 3.1 to the Issuer’s Form S-1 filed with the SEC on November 19, 2013 (SEC Registration No. 333-192402)). †
|
3
|
Amended and Restated Stockholders Agreement, dated as of July 2, 2013, among the Issuer, Catterton and Argentia (Exhibit 10.18 to the Issuer’s Form S-1 filed with the SEC on November 19, 2013 (SEC Registration No. 333-192402)). †
|
4
|
Registration Rights Agreement, dated December 27, 2010, among the Issuer, Catterton, Argentia and certain other stockholders of the Issuer (Exhibit 10.3 to the Issuer’s Form S-1/A filed with the SEC on June 17, 2013 (SEC Registration No. 333-188783)). †
|
5
|
Amendment No. 1 to Registration Rights Agreement, dated as of July 8, 2014, among the Issuer, Catterton, Argentia and certain other stockholders of the Issuer (Exhibit 10.1 to the Issuer’s Form 10-Q filed with the SEC on November 6, 2014 (SEC File No. 001-35987)). †
|
6
|
Letter Agreement, dated February 8, 2017, between the Issuer and Argentia (Exhibit 10.3 to the Issuer’s Form 8-K filed with the SEC on February 9, 2017 (SEC File No. 001-35987)). †
|
7
|
Securities Purchase Agreement, dated as of February 8, 2017, between the Issuer and Catterton (Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on February 9, 2017 (SEC File No. 001-35987)). †
|
* Filed herewith. | ||
† Incorporated herein by reference. |
PUBLIC SECTOR PENSION INVESTMENT BOARD
|
|||
By:
|
/s/ Nathalie Bouchard
|
||
Name:
|
Nathalie Bouchard
|
||
Title:
|
Senior Director, Compliance
|
||
ARGENTIA PRIVATE INVESTMENTS INC.
|
|||
By:
|
/s/ Selin Bastin
|
||
Name:
|
Selin Bastin
|
||
Title:
|
Assistant Secretary
|