SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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El Pollo Loco Holdings, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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268603107
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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 (“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).
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CUSIP No. 268603107
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(1) Names of reporting persons
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Trimaran Pollo Partners, L.L.C.
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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22,149,044
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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22,149,044
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(9) Aggregate amount beneficially owned by each reporting person
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22,149,044
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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59.9%
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(12) Type of reporting person (see instructions)
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OO (Limited Liability Company)
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Page 1 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Trimaran Capital, L.L.C.
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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Delaware
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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22,149,044
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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22,149,044
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(9) Aggregate amount beneficially owned by each reporting person
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22,149,044
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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59.9%
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(12) Type of reporting person (see instructions)
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OO (Limited Liability Company)
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Page 2 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Jay R. Bloom
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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22,149,044
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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22,149,044
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(9) Aggregate amount beneficially owned by each reporting person
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22,149,044
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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59.9%
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(12) Type of reporting person (see instructions)
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IN
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Page 3 of 4 Pages
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CUSIP No. 268603107
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(1) Names of reporting persons
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Dean C. Kehler
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(2) Check the appropriate box if a member of a group (see instructions)
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[ ] (a)
[ ] (b)
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(3) SEC use only
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(4) Citizenship or place of organization
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United States
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Number of shares beneficially owned by each reporting person with:
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(5) Sole voting power
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0
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(6) Shared voting power
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22,149,044
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(7) Sole dispositive power
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0
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(8) Shared dispositive power
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22,149,044
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(9) Aggregate amount beneficially owned by each reporting person
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22,149,044
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(10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
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(11) Percent of class represented by amount in Row (9)
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59.9%
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(12) Type of reporting person (see instructions)
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IN
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Page 4 of 4 Pages
Item 1(a). Name of issuer:
El Pollo Loco Holdings, Inc.
Item 1(b). Address of issuer’s principal executive offices:
3535 Harbor Blvd., Suite 100, Costa Mesa, California 92626
Item 2(a). Name of person filing:
Per Rule 13d-1(k)(1), this statement is filed on behalf of each of the following persons pursuant to a joint filing agreement attached hereto.
(i) Trimaran Pollo Partners, L.L.C. (“TPP”) (1)
(ii) Trimaran Capital, L.L.C. (“Trimaran Capital”) (2)
(iii) Jay R. Bloom (“Bloom”) (3)
(iv) Dean C. Kehler (“Kehler”) (3)
Notes:
(1) TPP is the direct owner of all shares reported herein.
(2) Trimaran Capital is the managing member of TPP.
(3) Bloom and Kehler are the managing members of Trimaran Capital.
Item 2(b). Address or principal business office or, if none, residence:
1325 Avenue of the Americas, 25th Floor, New York, New York 10019
Item 2(c). Citizenship:
TPP and Trimaran Capital: Delaware limited liability company
Bloom and Kehler: United States citizen
Item 2(d). Title of class of securities:
Common stock
Item 2(e). CUSIP No.:
268603107
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:
Not applicable.
Item 4. Ownership:
Item 4(a). Amount beneficially owned:
The responses set forth in item 9 on each cover page to this schedule are incorporated by reference.
Item 4(b). Percent of class:
The responses set forth in item 11 on each cover page to this schedule are incorporated by reference.
Item 4(c). Number of shares as to which the person has:
Item 4(c)(i). Sole power to vote or to direct the vote:
The responses set forth in item 5 on each cover page to this schedule are incorporated by reference.
Item 4(c)(ii). Shared power to vote or to direct the vote:
The responses set forth in item 6 on each cover page to this schedule are incorporated by reference.
Item 4(c)(iii). Sole power to dispose or to direct the disposition of:
The responses set forth in item 7 on each cover page to this schedule are incorporated by reference.
Item 4(c)(iv). Shared power to dispose or to direct the disposition of:
The responses set forth in item 8 on each cover page to this schedule are incorporated by reference.
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2015
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TRIMARAN POLLO PARTNERS, L.L.C.
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TRIMARAN CAPITAL, L.L.C.
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Jay R. Bloom
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Dean C. Kehler
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Attorney-in-Fact
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Exhibit
Joint Filing Agreement & Power of Attorney
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934 (the “Act”), each of the undersigned agrees to joint filing of statements on schedules 13D and 13G, or any amendments thereto, with respect to the common stock of El Pollo Loco Holdings, Inc. (the “Company”).
Each further expressly authorizes each other party to this agreement to file on its behalf any such statement or amendment.
Each further agrees to the filing of this agreement as an exhibit to any such statement or amendment or any other regulatory filing.
Each further hereby severally constitutes and appoints each of the following natural persons, each, with full power to act alone, as true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution, and revocation, for and in the undersigned’s name, place, and stead, and in any and all capacities, to sign any and all such statements or amendments, or any other documents required by any securities regulatory authority, including without limitation on Forms 3, 4, 5, 13F, and 13H, and all exhibits thereto and other documents in connection therewith, in connection with the common stock of the Company, and to deliver, furnish, or file the same as necessary with any such regulator, including the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to take any other action of any type whatsoever in connection with the foregoing that, in the opinion of that attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, as fully to all intents and purposes as the undersigned might or could do if personally present, it being understood that the documents signed by such attorney-in-fact on behalf of the undersigned pursuant hereto may be in such form and contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion, and hereby ratifies and confirms all that said attorney-in-fact and agent, or the substitute or substitutes thereof, may lawfully do or cause to be done by virtue hereof and the rights and powers granted hereby.
Each further agrees that any determination by an attorney-in-fact named herein in accordance with this power of attorney will be conclusively evidenced by that person’s signing, delivery, furnishing, or filing of the applicable document.
Each further acknowledges that none of (i) the attorneys-in-fact, in serving as such at the request of the undersigned, (ii) the Company, and (iii) Skadden, Arps, Slate, Meagher & Flom LLP, are assuming any of the responsibilities of the undersigned to comply with the Act and the rules and regulations thereunder.
Attorneys-in-Fact:
Trimaran Capital Partners
Jay R. Bloom
Dean C. Kehler
Michael G. Maselli
Wesley W. Barton
El Pollo Loco Holdings, Inc.
Stephen J. Sather
Laurance Roberts
Edith R. Austin
Skadden, Arps, Slate, Meagher & Flom LLP
Andrea L. Nicolas
Ian Beaumont
Edward P. Mahaney-Walter
Bryant H. Park
Kathleen N. Miller
This power of attorney is valid from the date hereof and will remain in full force and effect until, in respect of each of the undersigned, the undersigned is no longer required to file statements on any of the aforementioned forms or schedules, or any amendments thereto, in connection with the common stock of the Company, unless earlier revoked in writing by the undersigned, or until, in respect of any attorney-in-fact named herein, that attorney-in-fact ceases to be a partner, member, director, officer, or employee of the entity under which the name of that attorney-in-fact is affixed, or any of its affiliates, or revoked in writing by that entity.
IN WITNESS WHEREOF, the undersigned have caused this agreement and power of attorney to be executed as of the date set forth below.
Dated: February 11, 2015
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TRIMARAN POLLO PARTNERS, L.L.C.
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By:
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TRIMARAN CAPITAL, L.L.C.
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its Managing Member
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Managing Member
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TRIMARAN CAPITAL, L.L.C.
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By:
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/s/ Dean C. Kehler
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Name:
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Dean C. Kehler
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Title:
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Managing Member
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/s/ Jay R. Bloom
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Jay R. Bloom
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/s/ Dean C. Kehler
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Dean C. Kehler
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