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El Pollo Loco (LOCO) SC 13GEl Pollo Loco / Blackstone Holdings II ownership change

Filed: 7 Apr 23, 4:16pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

El Pollo Loco Holdings, Inc.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

268603107

(CUSIP Number)

March 28, 2023

(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 on 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. 268603107


1		NAMES OF REPORTING PERSONS BTO TCP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	Reflects ownership as of the date hereof.

2

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS BTO Holdings Manager – NQ L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	Reflects ownership as of the date hereof.

3

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Blackstone Tactical Opportunities Associates – NQ L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	Reflects ownership as of the date hereof.

4

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS BTOA – NQ L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	Reflects ownership as of the date hereof.

5

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Blackstone Holdings II L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	Reflects ownership as of the date hereof.

6

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Blackstone Holdings I/II GP L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	Reflects ownership as of the date hereof.

7

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Blackstone Inc.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

*	Reflects ownership as of the date hereof.

8

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Blackstone Group Management L.L.C.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (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 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	Reflects ownership as of the date hereof.

9

CUSIP No. 268603107


1		NAMES OF REPORTING PERSONS Stephen A. Schwarzman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER 0*
				6		SHARED VOTING POWER 0*
				7		SOLE DISPOSITIVE POWER 0*
				8		SHARED DISPOSITIVE POWER 0*


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0*
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

*	Reflects ownership as of the date hereof.

10

Item 1(a).

Name of Issuer

El Pollo Loco Holdings, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Office

3535 Harbor Blvd., Suite 100, Costa Mesa, California 92626

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i)

BTO TCP L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ii)

BTO Holdings Manager – NQ L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iii)

Blackstone Tactical Opportunities Associates – NQ L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(iv)

BTOA – NQ L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(v)

Blackstone Holdings II L.P.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(vi)

Blackstone Holdings I/II GP L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

11

(vii)

Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(viii)

Blackstone Group Management L.L.C.

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: State of Delaware

(ix)

Stephen A. Schwarzman

c/o Blackstone Inc.

345 Park Avenue

New York, NY 10154

Citizenship: United States

BTO Holdings Manager – NQ L.L.C. is the general partner of BTO TCP L.P. Blackstone Tactical Opportunities Associates – NQ L.L.C. is the managing member of BTO Holdings Manager – NQ L.L.C. The sole member of Blackstone Tactical Opportunities Associates – NQ L.L.C. is BTOA – NQ L.L.C. The managing member of BTOA – NQ L.L.C. is Blackstone Holdings II L.P.

The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Each such Reporting Person may have been deemed to beneficially own the Common Stock beneficially owned by BTO TCP L.P., but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BTO TCP L.P.) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 2(d).

Title of Class of Securities

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

Item 2(e).

CUSIP Number

268603107

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

12

Item 4.

Ownership

(a)

Amount beneficially owned:

As of March 28, 2023, BTO TCP L.P. received an in kind distribution of Common Stock representing more than 5% of the Common Stock outstanding. As of the date hereof, BTO TCP L.P. no longer owns any shares of Common Stock. As such, as of the date hereof, the Reporting Persons are no longer beneficial owners of more than 5% of the Common Stock of the Issuer. This filing represents an exit filing for the Reporting Persons.

(b)

Percent of class:

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Common Stock listed on such Reporting Person’s cover page.

(c)

Number of Shares as to which the Reporting Person has:

(i)

Sole power to vote or to direct the vote:

Reporting Persons no longer beneficially own any Common Stock.

(ii)

Shared power to vote or to direct the vote:

Reporting Persons no longer beneficially own any Common Stock.

(iii)

Sole power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any Common Stock.

(iv)

Shared power to dispose or to direct the disposition of:

Reporting Persons no longer beneficially own any Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

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

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

Each of the Reporting Persons hereby makes the following certification:

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

13

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: April 7, 2023


BTO TCP L.P.
By: BTO Holdings Manager - NQ L.L.C., its general partner
By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its managing member
By: BTOA- NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTO HOLDINGS MANAGER - NQ L.L.C.
By: Blackstone Tactical Opportunities Associates - NQ L.L.C., its managing member
By: BTOA- NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BLACKSTONE TACTICAL OPPORTUNITIES ASSOCIATES - NQ L.L.C.
By: BTOA- NQ L.L.C., its sole member

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BTOA- NQ L.L.C.
By: Blackstone Holdings II L.P., its managing member
By Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Christopher J. James
Name: Christopher J. James
Title: Chief Operating Officer

BLACKSTONE HOLDINGS II L.P.
By Blackstone Holdings I/II GP L.L.C., its general partner

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director


BLACKSTONE HOLDINGS I/II GP L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE INC.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ Tabea Hsi
Name: Tabea Hsi
Title: Senior Managing Director

/s/ Stephen A. Schwarzman
Stephen A. Schwarzman

EXHIBIT LIST


Exhibit 1		Joint Filing Agreement, dated April 7, 2023 among the Reporting Persons (filed herewith).

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