Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Bowl America Incorporated and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 25th day of August, 2021.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 25th day of August, 2021.
| BOWLERO CORP. | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| KINGPIN INTERMEDIATE HOLDINGS LLC | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| KINGPIN INTERMEDIATE LLC | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| AMF BOWLING WORLDWIDE INC. | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| AMF BOWLING CENTERS HOLDINGS INC. | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| AMF BOWLING CENTERS, INC. | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
[Signatures continue on the following page.]
| POTOMAC MERGER SUB, INC. | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Chief Executive Officer and President | |
| COBALT RECREATION, LLC | |
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| By: | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
| Title: | Managing Member | |
| THOMAS SHANNON | |
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| | /s/ Thomas Shannon | |
| Name: | Thomas Shannon | |
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[Signatures continue on the following page.]
| A-B PARENT LLC | |
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| By: ATAIROS GROUP, INC., its Sole Member | |
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| By: | /s/ Clare McGrory | |
| Name: | Clare McGrory | |
| Title: | Authorized Signatory | |
| ATAIROS GROUP, INC. | |
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| By: | /s/ Clare McGrory | |
| Name: | Clare McGrory | |
| Title: | Authorized Signatory | |
| ATAIROS PARTNERS, L.P. | |
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| By: ATAIROS PARTNERS GP, INC., its general partner | |
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| By: | /s/ Clare McGrory | |
| Name: | Clare McGrory | |
| Title: | Authorized Signatory | |
| ATAIROS PARTNERS GP, INC. | |
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| By: | /s/ Clare McGrory | |
| Name: | Clare McGrory | |
| Title: | Authorized Signatory | |
| MICHAEL J. ANGELAKIS | |
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| | /s/ Michael J. Angelakis | |
| Name: | Michael J. Angelakis | |
Schedule 1
Directors and Officers of Bowlero Corp.
Name | Office | Principal Business Address | Citizenship |
Thomas F. Shannon | Director and Chairman; CEO and President | 222 W 44th Street New York, New York 10036 | United States of America |
Brett I. Parker | Director and Vice Chairman; CFO, Executive Vice President, Treasurer, and Secretary | 222 W 44th Street New York, New York 10036 | United States of America |
John Young | Director | 222 W 44th Street New York, New York 10036 | United States of America |
Michael J. Angelakis | Director | 40 Morris Road Bryn Mawr, PA 19010 | United States of America |
Rachael Wagner | Director | 620 Fifth Avenue Rockefeller Plaza New York, NY 10020 | United States of America |
Brandon Hedvat | Director | 620 Fifth Avenue Rockefeller Plaza New York, NY 10020 | United States of America |
Managers and Officers of Kingpin Intermediate Holdings LLC and Kingpin Intermediate LLC
Name | Office | Principal Business Address | Citizenship |
Thomas F. Shannon | Sole Manager CEO and President | Kingpin Intermediate Holdings LLC: 222 W 44th Street New York, New York 10036 Kingpin Intermediate LLC: 7313 Bell Creek Road Mechanicsville, VA 23111 | United States of America |
Brett I. Parker | CFO, Executive Vice President, Treasurer, and Secretary | Kingpin Intermediate LLC: 7313 Bell Creek Road Mechanicsville, VA 23111 | United States of America |
Directors and Officers of AMF Bowling Worldwide, Inc., AMF Bowling Centers Holdings Inc., AMF Bowling
Centers, Inc. and Potomac Merger Sub, Inc.
Name | Office | Principal Business Address | Citizenship |
Thomas F. Shannon | Sole Director CEO and President | 7313 Bell Creek Road Mechanicsville, VA 23111 | United States of America |
Brett I. Parker | CFO, Executive Vice President, Treasurer, and Secretary | 7313 Bell Creek Road Mechanicsville, VA 23111 | United States of America |
Schedule 2
Directors and Officers of Atairos Group, Inc. and Atairos Partners GP, Inc.
Name | Office | Principal Business Address | Citizenship |
Michael J. Angelakis | Chairman and Chief Executive Officer | 40 Morris Road Bryn Mawr, PA 19010 | United States of America |
Alexander D. Evans | Director and Vice President | 620 Fifth Avenue Rockefeller Plaza New York, NY 10020 | United States of America |
Melissa Bethell | Director and Vice President | 17 Duke of York Street London SW1Y 6LB | United States of America and England |
David L. Caplan | Director, Vice President and General Counsel | 620 Fifth Avenue Rockefeller Plaza New York, NY 10020 | United States of America |
Clare McGrory | Director and Chief Financial Officer | 40 Morris Road Bryn Mawr, PA 19010 | United States of America |
EXHIBIT INDEX
1. | Joint Filing Agreement among, dated as of June 7, 2021. |
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2. | Agreement and Plan of Merger dated as of May 27, 2021, by and among the Company, Parent and Merger Sub (attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K (File No. 001-07829) filed with the Securities and Exchange Commission on May 28, 2021 and incorporated herein in its entirety by reference). |
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3. | Form of Voting and Support Agreement (attached as Exhibit 99.1 to the Issuer’s Current Report on Form 8-K (File No. 001-07829) filed with the Securities and Exchange Commission on May 28, 2021 and incorporated herein in its entirety by reference). |
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4. | Articles of Merger of Potomac Merger Sub, Inc. with and into Bowl America Incorporated, dated as of August 16, 2021, amending the Amended and Restated Articles of Incorporation of Bowl America Incorporated, as amended as of August 16, 2021 (attached as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K (File No. 001-07829) filed with the Securities and Exchange Commission on August 16, 2021 and incorporated herein in its entirety by reference). |
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5. | Amended and Restated Bylaws of Bowl America Incorporated (attached as Exhibit 3.2 to the Issuer’s Current Report on Form 8-K (File No. 001-07829) filed with the Securities and Exchange Commission on August 16, 2021 and incorporated herein in its entirety by reference). |