UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
Endurance
International Group Holdings, Inc.
(Name of Issuer)
Common
Stock, par value $0.0001 per share
(Titles of Class of Securities)
29272B105
(CUSIP Number)
December
31, 2015
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
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 in 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, as amended
(the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject
to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus Private Equity X, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
34,034,036 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
34,034,036 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,034,036 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
24.8% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below. Capitalized terms used in this Schedule 13G/A are defined in Items 1(a), 2(a),
2(d) or 4 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus X Partners, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
1,088,808 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
1,088,808 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,808 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WP Expedition Co-Invest L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
12,575,112 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
12,575,112 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,575,112 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.2% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus X, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
35,122,844 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
35,122,844 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,122,844 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.6% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus X GP L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
35,122,844 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
35,122,844 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,122,844 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.6% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
WPP GP LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
35,122,844 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
35,122,844 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,122,844 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.6% (2) |
12 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus Partners, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
47,697,956 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
47,697,956 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,697,956 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus Partners GP LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
47,697,956 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
47,697,956 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,697,956 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8% (2) |
12 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus & Co. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
47,697,956 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
47,697,956 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,697,956 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8% (2) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Warburg Pincus LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
35,122,844 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
35,122,844 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,122,844 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
25.6% (2) |
12 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Charles R. Kaye |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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
47,697,956 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
47,697,956 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,697,956 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8% (2) |
12 |
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
CUSIP No. 29272B105 |
13G/A |
|
1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Joseph P. Landy |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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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
47,697,956 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
47,697,956 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,697,956 (1) |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8% (2) |
12 |
TYPE OF REPORTING PERSON
IN
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(1) As more fully described in Item 4 of this Schedule 13G/A, the
Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common
Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares
of Common Stock of the Issuer (approximately 46.0% of the outstanding shares of Common Stock of the Issuer), including 15,378,521
shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’
Forms 4, filed with the Commission on June 30, 2015. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the
shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have
been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 136,999,800 shares of Common
Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s Form 10-Q filed with the Commission on
November 6, 2015.
Item 1(a). |
Name of Issuer: |
The name of the issuer is Endurance International Group
Holdings, Inc., a Delaware corporation (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Issuer are located
at 10 Corporate Drive, Suite 300, Burlington, Massachusetts 01803.
Item 2(a). Name of Person Filing:
This Schedule 13G/A is being filed jointly by (i) Warburg
Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), (ii) Warburg Pincus X Partners, L.P.,
a Delaware limited partnership (together with WP X, the “WP X Funds”), (iii) WP Expedition Co-Invest L.P., a Delaware
limited partnership (“WP Co-Invest”), (iv) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X
LP”), the general partner of the WP X Funds, (v) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP
X GP”), the general partner of WP X LP, (vi) WPP GP LLC, a Delaware limited liability company (“WPP GP”),
the general partner of WP X GP, (vii) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”),
the managing member of WPP GP and the general partner of WP Co-Invest, (viii) Warburg Pincus Partners GP LLC, a Delaware limited
liability company (“WP Partners GP”), the general partner of WP Partners, (ix) Warburg Pincus & Co., a New
York general partnership (“WP”), the managing member of WP Partners GP, (x) Warburg Pincus LLC, a New York limited
liability company (“WP LLC”), the manager of the WP X Funds, and (xi) Messrs. Charles R. Kaye and Joseph P. Landy,
each a United States citizen and a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC.
Each of Messrs. Kaye and Landy, together with the WP X
Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as
the “Warburg Pincus Reporting Persons.”
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Warburg Pincus
Reporting Persons is 450 Lexington Avenue, New York, New York 10017.
Item 2(c). Citizenship:
See Item 2(a).
Item
2(d). Titles of Classes of Securities:
Common Stock, par value $0.0001 per share (the “Common
Stock”).
Item 2(e). CUSIP Number:
29272B105
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(n):
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x |
Not applicable |
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(a) |
o Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
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(b) |
o Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
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(c) |
o Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d) |
o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
o Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
o Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
o Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
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(i) |
o Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
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(j) |
o Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). |
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(k) |
o Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ |
Item
4. Ownership
The information required by Items 4(a)-(c) is
set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference
for each such Warburg Pincus Reporting Person.
Pursuant to a Stockholders
Agreement (the “Stockholders Agreement”), dated October 24, 2013, by and among (i) the Issuer, (ii) the WP X Funds
and WP Co-Invest (collectively, the “Warburg Pincus Investors”), (iii) GS Capital Partners VI Fund, L.P., GS Capital
Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, Bridge Street
2011, L.P., Bridge Street 2011 Offshore L.P., and MBD 2011 Holdings, L.P. (collectively, the “Goldman Sachs Investors”)
and (iv) certain other holders of Common Stock of the Issuer (together with the Goldman Sachs Investors, the “Other Investors”),
each of the Warburg Pincus Investors and the Other Investors has agreed to vote the shares of Common Stock of the Issuer that each
holds of record in a certain manner on matters related to the election of certain directors appointed by the Warburg Pincus Investors
and the Goldman Sachs Investors. In addition, pursuant to the Stockholders Agreement, the WP X Funds and the Goldman Sachs Investors
have certain rights to restrict the transfer of each other’s shares of Common Stock of the Issuer. The Warburg Pincus Investors
and the Goldman Sachs Investors hold an aggregate total of 63,076,477 shares of Common Stock of the Issuer (approximately 46.0%
of the outstanding shares of Common Stock of the Issuer), including 15,378,521 shares of Common Stock of the Issuer that are publicly
reported as being owned by the Goldman Sachs Investors. The Warburg Pincus Reporting Persons are not entitled to any rights as
a shareholder of the Issuer with respect to the shares of Common Stock of the Issuer beneficially owned by the Other Investors
except as expressly set forth in the Stockholders Agreement. Each Warburg Pincus Reporting Person expressly disclaims beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other
than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The number of shares of
Common Stock of the Issuer owned by each Warburg Pincus Reporting Person as set forth in Rows 5 – 11 of their respective
cover pages to this Schedule 13G/A does not reflect the aggregate shares of Common Stock of the Issuer owned by the Other Investors.
The aggregate total of
15,378,521 shares of Common Stock of the Issuer indicated in this Schedule 13G/A as being beneficially owned by the Goldman Sachs
Investors is derived from the Goldman Sachs Investors’ Forms 4, filed with the U.S. Securities and Exchange Commission (the
“Commission”) on June 30, 2015, and is not purported to be an accurate representation of the Goldman Sachs Investors’
beneficial ownership as of the date of this Schedule 13G/A. The Goldman Sachs Investors are responsible for reporting their beneficial
ownership of shares of Common Stock of the Issuer on their
own behalf, and the Warburg Pincus Reporting
Persons disclaim responsibility for reporting the shares of Common Stock of the Issuer beneficially owned by the Goldman Sachs
Investors.
The percentages used herein are calculated based
upon the 136,999,800 shares of Common Stock of the Issuer outstanding as of October 31, 2015, as stated in the Issuer’s
Form 10-Q filed with the Commission on November 6, 2015.
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.
Other than as set forth herein, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding
Common Stock.
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.
(1) The Warburg Pincus Reporting Persons are making this single,
joint filing because they may be deemed to constitute a “group” within the meaning of the Exchange Act. The joint filing
agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G/A jointly in accordance with Rule 13d-1(k) of
the Exchange Act is incorporated herein by reference as Exhibit 99.1.
(2) Each Warburg Pincus Reporting Person expressly disclaims
beneficial ownership with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer
owned of record by such Warburg Pincus Reporting Person.
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.
Dated: February 12, 2016
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WARBURG PINCUS PRIVATE EQUITY X, L.P. |
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By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X PARTNERS, L.P. |
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By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WP EXPEDITION CO-INVEST L.P. |
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By: Warburg Pincus Partners, L.P., its general partner
By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X, L.P. |
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By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS X GP L.P. |
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By: WPP GP LLC, its general partner |
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By: Warburg Pincus Partners, L.P., its managing member |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WPP GP LLC |
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By: Warburg Pincus Partners, L.P., its managing member |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS PARTNERS, L.P. |
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By: Warburg Pincus Partners GP LLC, its general partner |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS PARTNERS GP LLC |
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By: Warburg Pincus & Co., its managing member |
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By: |
/s/ Robert B. Knauss |
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Name: |
Robert B. Knauss |
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Title: |
Partner |
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WARBURG PINCUS & CO. |
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By: /s/ Robert B. Knauss |
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Name: Robert B. Knauss |
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Title: Partner |
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WARBURG PINCUS LLC |
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By: /s/ Robert B. Knauss |
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Name: Robert B. Knauss |
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Title: Managing Director |
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CHARLES R. KAYE |
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By: |
/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: |
/s/ Robert B. Knauss |
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Robert B. Knauss, Attorney-in-fact* |
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*The Power of Attorney given by each
of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on November 26, 2013 an
exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc.
(now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.
EXHIBIT INDEX
Exhibit
No. |
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Description
of Exhibit |
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99.1 |
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Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13G/A relating to the Common Stock of the Issuer filed February 9, 2015, by the Warburg Pincus Reporting Persons with the Commission). |
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