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 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 29272B105
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|
|
|
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|
|
1.
|
|
Names of Reporting Persons
Warburg Pincus Private Equity X, L.P.
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
WC(1)
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
38,748,221 (2)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
38,748,221 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,748,221 (2)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
26.5% (3)
|
14.
|
|
Type Of Reporting Person
PN
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(1)
|
The information set forth in Item 3 is incorporated herein by reference.
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(2)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
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(3)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
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CUSIP No. 29272B105
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1.
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Names of Reporting Persons
Warburg Pincus X Partners, L.P.
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2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
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SEC Use Only
|
4.
|
|
Source of Funds
WC (1)
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5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,239,623 (2)
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|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
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Shared Dispositive Power
1,239,623 (2)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,239,623 (2)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
0.8% (3)
|
14.
|
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Type Of Reporting Person
PN
|
(1)
|
The information set forth in Item 3 is incorporated herein by reference.
|
(2)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(3)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
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CUSIP No. 29272B105
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1.
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Names of Reporting Persons
WP Expedition Co-Invest L.P.
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2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
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SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
12,575,112 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
12,575,112 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
12,575,112 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
8.6% (2)
|
14.
|
|
Type Of Reporting Person
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
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1.
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|
Names of Reporting Persons
Warburg Pincus X, L.P.
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
39,987,844 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
39,987,844 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,987,844 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
27.3% (2)
|
14.
|
|
Type Of Reporting Person
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
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1.
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|
Names of Reporting Persons
Warburg Pincus X GP L.P.
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
39,987,844 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
39,987,844 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,987,844 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
27.3% (2)
|
14.
|
|
Type Of Reporting Person
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
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1.
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|
Names of Reporting Persons
WPP GP LLC
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2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
39,987,844 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
39,987,844 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
39,987,844 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
27.3% (2)
|
14.
|
|
Type Of Reporting Person
OO
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
Warburg Pincus Partners, L.P.
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
52,562,956 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
52,562,956 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
52,562,956 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
35.9% (2)
|
14.
|
|
Type Of Reporting Person
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
Warburg Pincus Partners GP LLC
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
52,562,956 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
52,562,956 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
52,562,956 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
35.9% (2)
|
14.
|
|
Type Of Reporting Person
OO
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
Warburg Pincus & Co.
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
52,562,956 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
52,562,956 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
52,562,956 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
35.9% (2)
|
14.
|
|
Type Of Reporting Person
PN
|
(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
|
(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
CUSIP No. 29272B105
|
|
|
|
|
|
|
1.
|
|
Names of Reporting Persons
Warburg Pincus LLC
|
2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
|
5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
|
6.
|
|
Citizenship or Place of Organization
New York
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
52,562,956 (1)
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
52,562,956 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
52,562,956 (1)
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12.
|
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Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
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13.
|
|
Percent of Class Represented by Amount in Row 11
35.9% (2)
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14.
|
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Type Of Reporting Person
OO
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(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
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(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
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CUSIP No. 29272B105
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1.
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Names of Reporting Persons
Charles R. Kaye
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2.
|
|
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds
N/A
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5.
|
|
Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
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6.
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|
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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7.
|
|
Sole Voting Power
0
|
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8.
|
|
Shared Voting Power
0 (1)
|
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9.
|
|
Sole Dispositive Power
0
|
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10.
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|
Shared Dispositive Power
0 (1)
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11.
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|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)
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12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
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13.
|
|
Percent of Class Represented by Amount in Row 11
0% (2)
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14.
|
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Type Of Reporting Person
IN
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(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
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(2)
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Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
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CUSIP No. 29272B105
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1.
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Names of Reporting Persons
Joseph P. Landy
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds
N/A
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
☐
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6.
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|
Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
0 (1)
|
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9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
0 (1)
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0 (1)
|
12.
|
|
Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐
|
13.
|
|
Percent of Class Represented by Amount in Row 11
0% (2)
|
14.
|
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Type Of Reporting Person
IN
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(1)
|
The information set forth in Items 4, 5 and 6 is incorporated herein by reference. As more fully described in Item 6 of this Amendment No. 1, 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 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common Stock of the Issuer), including 15,382,658 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Schedule 13G/A, filed with the Commission on February 13, 2019. 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 3 below. Capitalized terms used in this Amendment No. 1 are defined in Items 1, 2(a), 4, 5 or 6 of the Schedule 13D.
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(2)
|
Based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated in the Issuer’s Form 10-Q filed with the Commission on November 4, 2019.
|
Information in respect of each Warburg Pincus Reporting Person (as
defined below) 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.
Item 3.
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Source and Amount of Funds or Other Consideration
|
This Amendment No. 1 amends and supplements
Item 3 of the Schedule 13D filed with the Commission on September 27, 2016 (the “Original Schedule 13D”, and
together with this Amendment No. 1, the “Schedule 13D”) by adding the following to Item 3 of the Original Schedule 13D:
Investment and voting decisions with respect to the shares of Common
Stock held by the Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee
disclaim beneficial ownership of the shares held by the Reporting Persons.
Item 5.
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Interest in Securities of the Issuer
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This Amendment No. 1 amends and restates
Item 5 of the Original Schedule 13D in its entirety as follows:
Following the completion of the purchases described in Item 3
above, each of the Warburg Pincus Reporting Persons had the following beneficial ownership of shares of Common Stock of the Issuer
(percentages are based on a total of 146,405,002 shares of Common Stock of the Issuer outstanding as of October 31, 2019, as stated
in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 31, 2019, filed with the Commission on November
4, 2019 (“Form 10-Q”)):
(i) WP X had shared dispositive and voting power over
38,748,221 shares, representing 26.5% of the outstanding shares.
(ii) WP X Partners had shared dispositive and voting
power over 1,239,623 shares, representing 0.8% of the outstanding shares.
(iii) WP Co-Invest had shared dispositive and voting
power over 12,575,112 shares, representing 8.6% of the outstanding shares.
(iv) WP X LP by virtue of its status as the general
partner of the WP X Funds had shared dispositive and voting power over 39,987,844 shares, representing 27.3% of the outstanding
shares.
(v) WP X GP by virtue of its status as the general partner
of WP X LP had shared dispositive and voting power over 39,987,844 shares, representing 27.3% of the outstanding shares.
(vi) WPP GP by virtue of its status as the general partner
of the WP X GP had shared dispositive and voting power over 39,987,844 shares, representing 27.3% of the outstanding shares.
(vii) WP Partners by virtue of its status as the managing
member of WPP GP and the general partner of WP Co-Invest had shared dispositive and voting power over 52,562,956 shares, representing
35.9% of the outstanding shares.
(viii) WP Partners GP by virtue of its status as the
general partner of WP Partners had shared dispositive and voting power over 52,562,956 shares, representing 35.9% of the outstanding
shares.
(ix) WP by virtue of its status as the managing member
of WP Partners GP had shared dispositive and voting power over 52,562,956 shares, representing 35.9% of the outstanding shares.
(xxv) WP LLC by virtue of its status as the manager
of the WP X Funds had shared dispositive and voting power over 52,562,956 shares, representing 35.9% of the outstanding shares.
(xxvi) As of January 31, 2020, as a result of the establishment
of the committee of three or more individuals described in Item 3 of this Amendment No. 1, the ownership of Charles R. Kaye and
Joseph P. Landy each ceased to constitute beneficial ownership of more than five percent of the Ordinary Shares. The filing of
this Amendment No. 1 represents the final amendment to the Schedule 13D and constitutes an exit filing for such Reporting Persons.
The information as provided on Schedule I to
the Original Schedule 13D is hereby incorporated by reference.
Each of the Warburg Pincus Reporting Persons may be deemed
to have beneficial ownership of all of the shares reported in this Schedule 13D; however, each of the Warburg Pincus Reporting
Persons disclaims beneficial ownership of shares in excess of that reported in this Item 5 and of the shares of Common Stock
of the Issuer owned by the other Warburg Reporting Persons, except to the extent of its or his pecuniary interest in such shares
of Common Stock.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
This Amendment No. 1 amends and restates
Item 6 of the Original Schedule 13D in its entirety as follows:
Registration Rights Agreement
A Second Amended and Restated Registration Rights Agreement
(the “Registration Rights Agreement”), dated as of 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,
together with Goldman Sachs Group, Inc., Goldman Sachs & Co. LLC, GS Advisors VI, L.L.C., Goldman, Sachs Management GP GmbH,
MBD 2011, L.P., MBD 2011 Offshore, L.P. MBD Advisors, L.L.C., MBD 2011 Offshore Advisors, Inc., and Bridge Street Opportunity Advisors,
L.L.C., the “Goldman Sachs Investors”) and (iv) certain other holders of Common Stock of the Issuer (together
with the Goldman Sachs Investors, the “Other Investors”), provides that the Warburg Pincus Investors and the
Goldman Sachs Investors have the right to require the Issuer to register shares of Common Stock under the Securities Act of 1933,
as amended (the “Securities Act”), under specified circumstances. After registration pursuant to these rights,
these shares of Common Stock will become freely tradable without restriction under the Securities Act. These registration rights
are subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares to be
registered and the Issuer’s right to delay a registration statement under specified circumstances. Pursuant to the Registration
Rights Agreement, the Issuer is required to pay all registration expenses and indemnify each participating holder with respect
to each registration of registrable shares that is completed. The Registration Rights Agreement is attached hereto as Exhibit
1 and is incorporated herein by reference.
Stockholders Agreement
The following is a description of the material terms of the
Stockholders Agreement (the “Stockholders Agreement”), dated October 24, 2013, by and among (i) the
Issuer, (ii) the Warburg Pincus Investors and (iii) the Other Investors.
Board Representation. 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. Under the terms of the Stockholders Agreement, the Warburg Pincus Investors are entitled to
designate up to (i) four directors for election to the board of directors of the Issuer (the “Board”)
for so long as the Warburg Pincus Investors hold an aggregate total of at least 32,339,279 shares of Common Stock,
(ii) three directors for election to the Board for so long as the Warburg Pincus Investors hold an aggregate total of at
least 16,169,640 shares of Common Stock and (iii) one director for election to the Board for so long as the Warburg
Pincus Investors hold an aggregate total of at least 8,084,820 shares of Common Stock. In addition, the Goldman Sachs
Investors are entitled to designate up to one director to the Board for so long as the Goldman Sachs Investors hold an
aggregate total of at least 5,213,194 shares of Common Stock (based on the information available at the time of the filing of
this Statement). For so long as the Warburg Pincus Investors are entitled to designate at least three directors to the Board,
the directors designated by the Warburg Pincus Investors will be entitled to designate the chairman of the Board. Any
director designated by either the Warburg Pincus Investors or Goldman Sachs Investors may be removed with or without cause
only by the Warburg Pincus Investors or Goldman Sachs Investors, respectively.
Transfer Restrictions. Until December 22, 2016, and
except for transfers to permitted transferees, any transfer of shares of Common Stock by either the Warburg Pincus Investors or
the Goldman Sachs Investors will require the prior written consent of each of the Warburg Pincus Investors or Goldman Sachs Investors
that have the right to designate at least one director for election to the Board.
Approval Rights. For so long as the Warburg Pincus
Investors have the right to designate at least three directors for election to the Board, in addition to any other vote required
by applicable law, certain actions required or permitted to be taken by the Issuer’s stockholders and certain specified corporate
transactions may be effected only with the affirmative vote of 75% of the Board, including but not limited to acquisitions or business
combination transactions involving any other entity with an enterprise value in excess of $200 million in the aggregate; mergers
or other business combinations or other transactions involving a sale of all or substantially all of the Issuer’s and the
Issuer’s subsidiaries’ assets or a “change in control” under the Issuer’s indebtedness documents
and issuance of additional shares of the Issuer’s or the Issuer’s subsidiaries’ capital stock, subject to certain
limited exceptions.
The Warburg Pincus Investors and the Goldman Sachs Investors
hold an aggregate total of 67,945,614 shares of Common Stock of the Issuer (approximately 46.4% of the outstanding shares of Common
Stock of the Issuer), including 15,382,658 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 7 – 13 of their respective cover pages to this Schedule 13D
does not include the shares of Common Stock of the Issuer owned by the Goldman Sachs Investors or any Other Investors. The Stockholders
Agreement is attached hereto as Exhibit 2 and is incorporated herein by reference.
The aggregate total of 15,382,658 shares of Common Stock
of the Issuer indicated in this Schedule 13D as being beneficially owned by the Goldman Sachs Investors is derived from the Goldman
Sachs Investors’ Schedule 13G/A, filed with the Commission on February 13, 2019, and is not purported to be an accurate
representation of the Goldman Sachs Investors’ beneficial ownership as of the date of this Schedule 13D. 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 last paragraph of the response set forth in Item 4
hereof is incorporated by reference in its entirety.
Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange
Act, the Warburg Pincus Reporting Persons have entered into an agreement on September 27, 2016, with respect to the joint filing
of this Statement and any amendment or amendments hereto (the “Joint Filing Agreement”). The Joint Filing Agreement
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as referenced above or described in Item 4 hereof,
there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons
and any other person with respect to any securities of the Issuer.
Item 7.
|
Material to be Filed as Exhibits
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
1.
|
|
Second Amended and Restated Registration Rights Agreement, dated as of October 24, 2013, by and among the Issuer, the Warburg Pincus Investors and the Other Investors (incorporated by reference to Exhibit 4.2 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Commission on November 7, 2014, File No. 001-36131).
|
|
|
2.
|
|
Stockholders Agreement, dated as of October 24, 2013, by and among the Issuer, the Warburg Pincus Investors and the Other Investors (incorporated by reference to Exhibit 4.3 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Commission on November 7, 2014, File No. 001-36131).
|
|
|
99.1
|
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated as of September 27, 2016, by and among the Warburg Pincus Reporting Persons.
|
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 7, 2020
|
|
|
WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
|
|
|
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
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS X PARTNERS, L.P.
|
|
|
|
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
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WP EXPEDITION CO-INVEST L.P.
|
|
|
|
By: Warburg Pincus Partners, L.P., its general partner
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
WARBURG PINCUS X, L.P.
|
|
|
|
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
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS X GP L.P.
|
|
|
|
By: WPP GP LLC, its general partner
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WPP GP LLC
|
|
|
|
By: Warburg Pincus Partners, L.P., its managing member
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS PARTNERS, L.P.
|
|
|
|
By: Warburg Pincus Partners GP LLC, its general partner
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS PARTNERS GP LLC
|
|
|
|
By: Warburg Pincus & Co., its managing member
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS & CO.
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Partner
|
|
|
|
WARBURG PINCUS LLC
|
|
|
|
By:
|
/s/ Robert B. Knauss
|
|
Name: Robert B. Knauss
|
|
Title: Managing Director
|
|
|
INDEX OF EXHIBITS
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
1.
|
|
Second Amended and Restated Registration Rights Agreement, dated as of October 24, 2013, by and among the Issuer, the Warburg Pincus Investors and the Other Investors (incorporated by reference to Exhibit 4.2 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Commission on November 7, 2014, File No. 001-36131).
|
|
|
2.
|
|
Stockholders Agreement, dated as of October 24, 2013, by and among the Issuer, the Warburg Pincus Investors and the Other Investors (incorporated by reference to Exhibit 4.3 to the Issuer’s Quarterly Report on Form 10-Q, filed with the Commission on November 7, 2014, File No. 001-36131).
|
|
|
99.1
|
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act, dated as of September 27, 2016, by and among the Warburg Pincus Reporting Persons.
|