Noodles & Company
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(Name of Issuer)
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Class A Common Stock, $0.01 par value per share
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(Title of class of securities)
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65540B105
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(CUSIP Number)
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Darren Baccus
Senior Vice President and Chief Legal Officer Public Sector Pension Investment Board
1250 René-Lévesque Boulevard West, Suite 1400
Montréal, Québec, Canada H3B 5E9
514-937-2772
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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May 24, 2018
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 65540B105
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13D
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Page 2
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1
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NAME OF REPORTING PERSONS
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Public Sector Pension Investment Board
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER:
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8,281,849 (see Item 5) (1)
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8
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SHARED VOTING POWER:
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0 (see Item 5) (1)
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9
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SOLE DISPOSITIVE POWER:
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8,281,849 (see Item 5) (1)
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10
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SHARED DISPOSITIVE POWER:
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0 (see Item 5) (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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8,281,849 (see Item 5) (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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20.1% (see Item 5) (2)
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14
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TYPE OF REPORTING PERSON:
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CO; HC
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(1) |
All shares are 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 Amendment No. 2 to Schedule 13D.
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(2) |
See Note (2) to Argentia’s cover page of this Amendment No. 2 to Schedule 13D.
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CUSIP No. 65540B105
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13D
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Page 3
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1
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NAME OF REPORTING PERSONS
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Argentia Private Investments Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS:
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER:
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8,281,849 (see Item 5) (1)
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8
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SHARED VOTING POWER:
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0 (see Item 5) (1)
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9
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SOLE DISPOSITIVE POWER:
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8,281,849 (see Item 5) (1)
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10
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SHARED DISPOSITIVE POWER:
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0 (see Item 5) (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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8,281,849 (see Item 5) (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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20.1% (see Item 5) (2)
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14
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TYPE OF REPORTING PERSON:
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CO
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(1) |
Argentia, a wholly owned subsidiary of PSP, directly owns 8,281,849 shares of Class A Common Stock, $0.01 par value per share (“Class A Common Stock”).
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(2) |
Percent of Class A Common Stock calculated based on 41,160,540 shares of Class A Common Stock outstanding as of May 24, 2018 (as disclosed in the Issuer’s Registration Statement on Form S-3 filed with the SEC on May 25, 2018).
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Item 2. |
Identity and Background.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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(a) |
The responses of the Reporting Person to Rows (11) through (13) of the cover pages of this Amendment No. 2, as of May 29, 2018, are incorporated herein by reference. As of May 29, 2018, PSP was the beneficial owner of 8,281,849 shares of Class A Common Stock (all of which are directly owned by Argentia), which represents approximately 20.1% of the number of shares of Class A Common Stock outstanding (based on 41,160,540 shares of Class A Common Stock outstanding as of May 24, 2018 (as disclosed in the Issuer’s Registration Statement on Form S-3 filed with the SEC on May 25, 2018).
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(b) |
The responses of the Reporting Person to (i) Rows (7) through (10) of the cover pages of this Amendment No. 2 and (ii) Item 5(a) hereof, in each case, as of May 29, 2018, are incorporated herein by reference.
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(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, except (i) as disclosed in Item 4 of this Amendment No. 2 and (ii) that on May 16, 2018, 5,376 shares of Class A Common Stock otherwise payable to the director appointed by Argentia was paid to Argentia by the Issuer pursuant to the Stockholders Agreement.
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(d) |
Not applicable.
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(e) |
Not applicable.
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PUBLIC SECTOR PENSION INVESTMENT BOARD
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By:
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/s/ Darren Baccus
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Name:
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Darren Baccus | |||
Title:
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Senior Vice President and Chief Legal Officer |
ARGENTIA PRIVATE INVESTMENTS INC.
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By:
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/s/ Darren Baccus
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Name:
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Darren Baccus | |||
Title:
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Vice President |
NAME
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PRESENT
BUSINESS ADDRESS
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PRESENT
PRINCIPAL OCCUPATION
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Diane Bean
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Board member
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Micheline Bouchard
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Board member
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Léon Courville
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Board member
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Garnet Garven
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Board member
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Martin J. Glynn
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Board member
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Lynn Haight
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Board member
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Miranda C. Hubbs
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Board member
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Timothy E. Hodgson
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Alignvest Management Corporation
70th Floor, First Canadian Place
100 King Street West
Toronto, Ontario
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Managing Partner of Alignvest Management Corporation (alternative investment management)
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William A. Mackinnon
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Board member
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Citizenship:
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Diane Bean:
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Canadian and Jamaican
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Martin J. Glynn
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Canadian and British
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Lynn Haight
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Canadian and British
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Timothy E. Hodgson
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Canadin, American and British
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All others:
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Canadian
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NAME
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PRESENT
BUSINESS ADDRESS |
PRESENT
PRINCIPAL OCCUPATION |
Neil Cunningham
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President and CEO
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Nathalie Bernier
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Senior Vice President, Strategic and Business Planning, and Chief Financial Officer
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Darren Baccus
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Senior Vice President and Chief Legal Officer
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Jean-François Bureau
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Senior Vice President and Chief Risk Officer
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Giulia Cirillo
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Senior Vice President and Chief Human Resources Officer
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Alain Deschênes
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Senior Vice President and Chief Operations Officer
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Anik Lanthier
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Senior Vice President, Public Markets and Absolute Return Strategies
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David J. Scudellari
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c/o PSP Investments USA LLC
450 Lexington Ave., Suite 3750
New York, NY 10017
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Senior Vice President, Head of Principal Debt and Credit Investments
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Guthrie Stewart
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Senior Vice President, Global Head of Private Investments
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Alison Breen
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Vice President, Corporate Secretary and Divisional General Counsel
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Citizenship:
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David J. Scudellari
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American
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All Others:
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Canadian
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NAME
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PRESENT
BUSINESS ADDRESS
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PRESENT
PRINCIPAL OCCUPATION
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Darren Baccus
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Senior Vice President and Chief Legal Officer
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Marie-Claude Cardin
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Vice President, Finance and Administration
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Citizenship:
|
||
All: | Canadian |
NAME
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PRESENT
BUSINESS ADDRESS
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PRESENT
PRINCIPAL OCCUPATION
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Neil Cunningham
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President
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Darren Baccus
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Vice President
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Marie-Claude Cardi
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Vice President
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Citizenship:
|
||
All:
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Canadian
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