Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
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).
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 2 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus Private Equity X, L.P.
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
PN
|
|
(1)
|
Includes (i) 21,636,286 shares of common stock, no par value per share (“Common Stock”) and (ii) the warrant exercisable to purchase 2,473,278 shares of Common Stock (the “Warrant”).
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 3 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus X Partners, L.P.
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
PN
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 4 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus X, L.P.
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
PN
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 5 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus X LLC
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
OO
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 6 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus Partners LLC
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(b)
¨
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power:
0
|
|
|
6
|
|
Shared voting power:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
OO
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 7 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus & Co.
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(b)
¨
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power:
0
|
|
|
6
|
|
Shared voting power:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
PN
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 8 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Warburg Pincus LLC
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(b)
¨
|
|
3
|
|
SEC use only
|
|
4
|
|
Citizenship or place of
organization
New York
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
5
|
|
Sole voting power:
0
|
|
|
6
|
|
Shared voting power:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
OO
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 9 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Charles R. Kaye
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
IN
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page 10 of 17 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Joseph P. Landy
|
|
2
|
|
Check the appropriate box if a member
of a group
(a)
x
(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:
24,109,564 (1)
|
|
|
7
|
|
Sole dispositive power:
0
|
|
|
8
|
|
Shared dispositive power:
24,109,564 (1)
|
|
9
|
|
Aggregate amount beneficially owned by each reporting person
24,109,564 (1)
|
|
10
|
|
Check box if the aggregate amount in
Row (9) excludes certain shares
¨
|
|
11
|
|
Percent of class represented by amount
in Row (9)
11.0% (2)
|
|
12
|
|
Type of reporting person
IN
|
|
(1)
|
Includes (i) 21,636,286 shares of Common Stock and (ii) the Warrant exercisable to purchase 2,473,278 shares of Common Stock.
|
|
(2)
|
Calculation based on approximately 219,192,178 shares of Common Stock, which includes (i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as of April 18, 2014 and (ii)
2,473,278 shares of Common Stock reserved for issuance upon exercise of the Warrant.
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page
11
of 17 Pages
|
|
Item 1(a)
|
Name of Issuer:
|
Umpqua Holdings Corporation
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
:
|
One SW Columbia Street,
Suite 1200
Portland, Oregon 97258
|
Item 2(a)
|
Name of Person Filing
:
|
This Schedule 13G is being jointly filed by
each of the following persons (together, the “Reporting Persons”) pursuant to Rule 13-d(1)(k) promulgated by the Securities and Exchange Commission pursuant to Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”): Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP Private Equity X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership, (“WP X Partners,” and together with
WP Private Equity X, “WP X”), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X (“WP X LP”), Warburg Pincus X LLC, a Delaware limited liability company and the general partner of WP X LP
(“WP X LLC”), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP X LLC (“WP Partners”), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners
(“WP”), Warburg Pincus LLC, a New York limited liability company that manages WP X (“WP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-Chief Executive
Officers of WP LLC (each of the foregoing, a “Reporting Person,” and collectively, the “Warburg Pincus Reporting Persons”). Information in respect of each Warburg Pincus Reporting Person is given solely by such Warburg Pincus
Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.
The Warburg Pincus Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, a copy of which is filed with this
Schedule 13G as Exhibit A attached hereto, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act.
|
Item 2(b)
|
Address of Principal Business Office or, if none, Residence
:
|
The
address of the principal business of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.
|
|
•
|
|
WP Private Equity X: Delaware limited partnership
|
|
|
•
|
|
WP X Partners: Delaware limited partnership
|
|
|
•
|
|
WP X LP: Delaware limited partnership
|
|
|
•
|
|
WP X LLC: Delaware limited liability company
|
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page
12
of 17 Pages
|
|
|
•
|
|
WP Partners: New York limited liability company
|
|
|
•
|
|
WP: New York general partnership
|
|
|
•
|
|
WP LLC: New York limited liability company
|
|
|
•
|
|
Charles R. Kaye: United States Citizen
|
|
|
•
|
|
Joseph P. Landy: United States Citizen
|
|
Item 2(d)
|
Title of Class of Securities
:
|
Common Stock, no par value per
share.
|
Item 2(e)
|
CUSIP Number.
:
|
904214103
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a
:
|
Not applicable
(a) Amount beneficially owned:
20,965,560 shares of Common Stock and the Warrant exercisable to purchase 2,396,606 shares of Common Stock, held by WP Private Equity X and
670,726 shares of Common Stock and the Warrant exercisable to purchase 76,672 shares of Common Stock, held by WP X Partners. By reason of the provisions of Rule 13d-3 promulgated under the Exchange Act, WP X LP, WP X LLC, WP Partners, WP, WP LLC and
Messrs. Kaye and Landy may be deemed to be the beneficial owners of the shares of Common Stock held by WP X and the Warrant held by WP X. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of
the Common Stock and the Warrant, except to the extent of its or his pecuniary interest in such Common Stock or Warrant.
(b) Percent of
class:
10.7% with respect to WP Private Equity X and 0.3% with respect to WP X Partners.
(c) Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or direct to vote: 0
|
|
|
(ii)
|
shared power to vote or to direct to vote: 24,109,564.
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 24,109,564.
|
Pursuant to Rule
13d-5(b)(1) under the Exchange Act, the Warburg Pincus Reporting Persons may be deemed as a group to have beneficial ownership of 24,109,564 shares of Common Stock (including 21,636,286 shares of Common Stock and the Warrant exercisable to purchase
2,473,278 shares of Common Stock), representing approximately 11.0% of the
13G
|
|
|
|
|
CUSIP No. 904214103
|
|
Page
13
of 17 Pages
|
outstanding Common Stock. All of the percentages calculated in this Schedule 13G are based upon an aggregate of approximately 219,192,178 shares of Common Stock, which includes
(i) 216,718,900 shares of Common Stock issued and outstanding (not including shares held in treasury) as reported in the Issuer’s Form S-3 filed on April 18, 2014 and (ii) 2,473,278 shares of Common Stock reserved for issuance
upon exercise of the Warrant.
|
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 each of the reporting persons 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
:
|
See
Item 2(a) above.
|
Item 9
|
Notice of Dissolution of Group
:
|
Not applicable.
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.
Date: April 29, 2014
|
|
|
|
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
|
|
|
|
By:
|
|
Warburg Pincus X, L.P., its general partner
|
|
By:
|
|
Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus Partners LLC, its sole member
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS X PARTNERS, L.P.
|
|
By:
|
|
Warburg Pincus X, L.P., its general partner
|
|
By:
|
|
Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Partner
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WARBURG PINCUS X, L.P.
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By:
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Warburg Pincus X LLC, its general partner
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By:
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Warburg Pincus Partners LLC, its sole member
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Partner
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WARBURG PINCUS X LLC
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By:
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Warburg Pincus X LLC, its general partner
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Partner
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WARBURG PINCUS PARTNERS LLC
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Partner
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WARBURG PINCUS & CO.
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Partner
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WARBURG PINCUS LLC
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss
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Managing Director
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CHARLES R. KAYE
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss, Attorney-in-Fact*
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JOSEPH P. LANDY
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By:
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/s/ Robert B. Knauss
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Robert B. Knauss, Attorney-in-Fact*
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*
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Power of Attorney given by Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by
Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.
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Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
(i)
Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that
such information is inaccurate.
Date: April 29, 2014
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WARBURG PINCUS PRIVATE EQUITY X, L.P.
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By:
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Warburg Pincus X, L.P., its general partner
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By:
|
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Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus Partners LLC, its sole member
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
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WARBURG PINCUS X PARTNERS, L.P.
|
|
By:
|
|
Warburg Pincus X, L.P., its general partner
|
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By:
|
|
Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus Partners LLC, its sole member
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS X, L.P.
|
|
By:
|
|
Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus Partners LLC, its sole member
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS X LLC
|
|
By:
|
|
Warburg Pincus X LLC, its general partner
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
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By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS PARTNERS LLC
|
|
By:
|
|
Warburg Pincus & Co., its managing member
|
|
|
|
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By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS & CO.
|
|
|
|
|
By:
|
|
/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Partner
|
|
|
|
WARBURG PINCUS LLC
|
|
|
|
|
By:
|
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/s/ Robert B. Knauss
|
|
Robert B. Knauss
|
|
Managing Director
|
|
|
|
CHARLES R. KAYE
|
|
|
|
|
By:
|
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/s/ Robert B. Knauss
|
|
Robert B. Knauss, Attorney-in-Fact*
|
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|
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JOSEPH P. LANDY
|
|
|
|
|
By:
|
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/s/ Robert B. Knauss
|
|
Robert B. Knauss, Attorney-in-Fact*
|
|
*
|
Power of Attorney given by Mr. Kaye and Mr. Landy was previously filed with the United States Securities and Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by
Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.
|