Form SCHEDULE 13D/A El Pollo Loco Holdings, Filed by: CapitalSpring Finance Company, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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El Pollo Loco Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
T.A. McKinney CapitalSpring, 261 Madison Ave., 9th Floor New York, NY, 10016 (212) 981-0140 Louis Rambo Proskauer Rose, LLP, Eleven Times Square, New York, NY, 10036 (212) 969-3000 Kristian Herrmann Proskauer Rose, LLP, Eleven Times Square, New York, NY, 10036 (212) 969-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/08/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CSIP VI Corporate Acquisitions, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,111,381.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CSFC Financing I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
22,682.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CSFC Management Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,134,063.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CapitalSpring Finance Company, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,134,063.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Richard Fitzgerald | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,134,063.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
El Pollo Loco Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
575 Anton Blvd., Suite 1100, Costa Mesa,
CALIFORNIA
, 92626. | |
Item 1 Comment:
This Schedule 13D represents Amendment No. 2 to the Schedule 13D filed by CSIP VI Corporate Acquisitions, LP, CSFC Financing I, LLC, CSFC Management Company, LLC, CapitalSpring Finance Company, LLC, and Richard Fitzgerald (the "Reporting Persons") on May 29, 2025, as amended by Amendment No. 1 thereto, filed on June 10, 2025, which represented a joint filing with W.K.S. Restaurant Corporation and Roland Spongberg (the "WKS Persons"). This Amendment No. 2 is made by the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and restated as follows:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.01 per share (the "Shares") of El Pollo Loco Holdings, Inc. (the "Issuer") are:
(i) CSIP VI Corporate Acquisitions, LP ("CSIP VI")
(ii) CSFC Financing I, LLC ("CSFC Fin I")
(iii) CSFC Management Company, LLC ("CapitalSpring")
(iv) CapitalSpring Finance Company, LLC ("CFC")
(v) Richard Fitzgerald | |
| (b) | The address of the principal business office of the Reporting Persons is 3100 West End Avenue, Suite 940, Nashville, TN 37203. | |
| (c) | CSIP VI and CSFC Fin I are investment funds engaged in the purchase, holding and sale of securities for investment purposes. CFC is the parent company of CapitalSpring. CapitalSpring is the manager of CSFC Fin I and CFC and the investment manager of CSIP VI. Mr. Fitzgerald is the Managing Partner of CapitalSpring. | |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | CSIP VI is a Delaware limited partnership. Each of CSFC Fin I, CapitalSpring, and CFC is a Delaware limited liability company. Mr. Fitzgerald is a United States citizen. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5(c) of this Amendment No. 2 is incorporated by reference into this Item 4. The Reporting Persons may, at any time, and subject to compliance with applicable securities laws and regulatory requirements, dispose of or distribute some or all of their remaining Shares of common stock or other securities of the Issuer depending on various factors, including, but not limited to, the price of the Shares, the terms and conditions of the transaction and prevailing market conditions, as well as the liquidity and diversification objectives of the Reporting Persons. Representatives of the Reporting Persons do not currently intend to have additional discussions with the Issuer's management or other third parties regarding the matters discussed in Item 4 of Amendment No. 1 to this Schedule 13D. The Reporting Persons expect to continuously review their investment in the Issuer and may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
CSIP VI holds 1,111,381 Shares. CSFC Fin I holds 22,682 Shares. No Shares beneficially owned by the WKS Persons are included in this Amendment No. 2 to Schedule 13D. The ownership percentages set forth on the cover pages to this Amendment No. 2 to Schedule 13D are based on 29,956,259 Shares outstanding as of March 6, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2026. | |
| (b) | See rows (7) through (10) of the cover pages to this Amendment No. 2 to Schedule 13D for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Except as set forth on Schedule A to this Amendment No. 2, none of the Reporting Persons has effected any transaction with respect to the Shares during the past sixty (60) days. | |
| (d) | No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividends or proceeds of the sale of the Shares reported herein. | |
| (e) | As of April 1, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Shares of the Issuer. | |
| 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.
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ATTACHMENTS / EXHIBITS