1
|
NAME OF REPORTING PERSON
|
|
|
Thomas H. Lee Advisors, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
Thomas H. Lee Equity Fund VI, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
Thomas H. Lee Parallel Fund VI, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
Thomas H. Lee Parallel (DT) Fund VI, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
THL Coinvestment Partners, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
THL Operating Partners, L.P.
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
THL Equity Fund VI Investors (Fogo), LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
THL Equity Fund VI Investors (Fogo) II, LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
Great-West Investors, LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
PN
|
|
|
|
|
1
|
NAME OF REPORTING PERSON
|
|
|
Putnam Investments Employees’ Securities Company III LLC
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
(a)☐
|
|
|
(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
|
|
|
-0-
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
-0-
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
-0-
|
|
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
☐
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
|
|
0.0%
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
|
|
|
|
Item 1 (a).
|
Name of Issuer:
|
Fogo de Chao, Inc.
Item 1 (b).
|
Address of Issuer’s Principal Executive Offices:
|
14881 Quorum Drive, Suite 750
Dallas, TX 75254
Item 2 (a).
|
Name of Person Filing:
|
This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) Thomas H. Lee Advisors, LLC, a
Delaware limited liability company (“Advisors”); (2) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (3) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (4) Thomas
H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (5) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (6) THL Operating Partners, L.P., a Delaware limited partnership (“THL
Operating”); (7) THL Equity Fund VI Investors (Fogo), LLC, a Delaware limited liability company (“THL Fogo”); (8) THL Equity Fund VI Investors (Fogo) II, LLC, a Delaware limited liability company (“THL Fogo II”); (9) Great-West Investors, L.P., a
Delaware limited partnership (“Great West”); (10) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”). Entities (1) through (8) are referred to as the “THL Entities”.
Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole
member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating and the sole manager of THL Fogo and THL Fogo II. THL Advisors is attorney-in-fact
of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, which in turn is the managing member of Putnam III.
Item 2 (b).
|
Address of Principal Business Office or, if none, Residence:
|
For the THL Entities:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110
For Great West:
Great-West Investors, L.P.
8515 East Orchard Road, 3T2
Greenwood Village, CO 80111
For Putnam III:
c/o Putnam Investments, LLC
100 Federal Street
Boston, MA
02110
Thomas H. Lee Advisors, LLC – Delaware
Thomas H. Lee Equity Fund VI, L.P. – Delaware
Thomas H. Lee Parallel Fund VI, L.P. – Delaware
Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware
THL Coinvestment Partners, L.P. – Delaware
THL Operating Partners, L.P. – Delaware
THL Equity Fund VI Investors (Fogo), LLC – Delaware
THL Equity Fund VI Investors (Fogo) II, LLC – Delaware
Great-West Investors, LP – Delaware
Putnam Investments Employees’ Securities Company III LLC – Delaware
Item 2 (d).
|
Title of Class of Securities:
|
Common Stock, par value $0.01 per share
Item 2 (e).
|
CUSIP Number:
|
344177100
Item 4(a)
|
Amount Beneficially Owned
|
This Schedule 13G is being filed on behalf of the Reporting Persons. As of the date hereof, the Reporting Persons beneficially
own zero (0) shares of the Issuer’s Common Stock.
Item 4(b)
|
Percent of Class
|
See Item 4(a) hereof
Item 4(c)
|
Number of Shares as to which Such Person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 0
|
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 5 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 4(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.
Dated: February 14, 2019
|
THOMAS H. LEE ADVISORS, LLC
|
|
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THOMAS H. LEE EQUITY FUND VI, L.P.
|
|
|
|
By:
|
THL Equity Advisors VI, LLC,
its general partner
|
:
|
By
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THOMAS H. LEE PARALLEL FUND VI, L.P.
|
|
|
|
By:
|
THL Equity Advisors VI, LLC,
its general partner
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
|
|
|
|
By:
|
THL Equity Advisors VI, LLC,
its general partner
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THL COINVESTMENT PARTNERS, L.P.
|
|
|
|
|
By:
|
Thomas H. Lee Partners, L.P., its general partner
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THL OPERATING PARTNERS, L.P.
|
|
|
|
|
By:
|
Thomas H. Lee Partners, L.P., its general partner
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THL EQUITY FUND VI INVESTORS (FOGO), LLC
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its manager
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
THL EQUITY FUND VI INVESTORS (FOGO) II, LLC
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its manager
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
GREAT-WEST INVESTORS, LP
|
|
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney-in-fact
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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 14, 2019
|
PUTNAM INVESTMENTS EMPLOYEES’
|
|
SECURITIES COMPANY III, LLC
|
|
|
|
By:
|
Putnam Investment Holdings, LLC, its managing member
|
|
By:
|
Putnam Investments, LLC, its managing member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney-in-fact
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name:
|
Charles P. Holden
|
|
|
Title:
|
Managing Director
|
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.
Dated: February 14, 2019
|
THOMAS H. LEE ADVISORS, LLC
|
|
|
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Charles P. Holden
|
|
Name: Charles P. Holden
|
|
|
|
THOMAS H. LEE EQUITY FUND VI, L.P.
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its general partner
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THOMAS H. LEE PARALLEL FUND VI, L.P.
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its general partner
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its general partner
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THL COINVESTMENT PARTNERS, L.P.
|
|
|
|
|
By:
|
Thomas H. Lee Partners, L.P., its general partner
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THL OPERATING PARTNERS, L.P.
|
|
|
|
|
By:
|
Thomas H. Lee Partners, L.P., its general partner
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THL EQUITY FUND VI INVESTORS (FOGO), LLC
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its manager
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
THL EQUITY FUND VI INVESTORS (FOGO) II, LLC
|
|
|
|
|
By:
|
THL Equity Advisors VI, LLC, its manager
|
|
By:
|
Thomas H. Lee Partners, L.P., its sole member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its general partner
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
GREAT-WEST INVESTORS, LP
|
|
|
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney-in-fact
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
By:
|
/s/ Charles P. Holden
|
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|
|
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
|
|
|
|
|
By:
|
Putnam Investment Holdings, LLC, its managing member
|
|
By:
|
Putnam Investments, LLC, its managing member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney-in-fact
|
|
By:
|
THL Holdco, LLC, its managing member
|
|
|
|
|
By:
|
/s/ Charles P. Holden
|
|
Name: Charles P. Holden
|
|
Title: Managing Director
|