UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
INTERACTIVE DATA CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number)
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Karen King
c/o Silver Lake
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
(650) 233-8120
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Scott A. Arenare
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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 on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Hg Investors LLC
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not Applicable
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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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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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|
|
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|
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7
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SOLE VOTING POWER
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|
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|
NUMBER OF
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0
|
|
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|
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SHARES
|
8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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57,554,795
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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57,554,795
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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60.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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Page 2
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1
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NAMES OF REPORTING PERSONS
Igloo Investors Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
Not Applicable
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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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|
|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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|
|
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NUMBER OF
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0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
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57,554,795
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|
|
|
EACH
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9
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|
SOLE DISPOSITIVE POWER
|
REPORTING
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|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
|
o
|
|
|
|
13
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Page 3
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1
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NAMES OF REPORTING PERSONS
Silver Lake Partners III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
|
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3
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SEC USE ONLY
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|
|
|
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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Not Applicable
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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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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
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|
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7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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|
60.4%
|
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|
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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Page 4
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1
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NAMES OF REPORTING PERSONS
Silver Lake Technology Associates III, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
|
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(b)
þ
|
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|
|
3
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SEC USE ONLY
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|
|
|
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|
|
|
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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Not Applicable
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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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|
|
o
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|
|
6
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
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Page 5
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1
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NAMES OF REPORTING PERSONS
SLTA III (GP), L.L.C.
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|
|
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Page 6
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|
1
|
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NAMES OF REPORTING PERSONS
Silver Lake Group, L.L.C.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Page 7
|
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1
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NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity X, L.P.
|
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|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
Page 8
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus X Partners, L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
Page 9
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus X, L.P.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
Page 10
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus X LLC
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Page 11
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners, LLC
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
New York
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Page 12
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus & Co.
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
New York
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
Page 13
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Warburg Pincus LLC
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
New York
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
Page 14
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Charles R. Kaye
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
Page 15
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
Joseph P. Landy
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
Not Applicable
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
57,554,795
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
57,554,795
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
60.4%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
Page 16
Item 1. Security and Issuer
This statement on Schedule 13D (the
Schedule 13D
) relates to the Common Stock, par
value $0.01 per share (the
Shares
), of Interactive Data Corporation, a Delaware
corporation (the
Issuer
). The principal executive offices of the Issuer are located at
32 Crosby Drive, Bedford, Massachusetts 01730.
Item 2. Identity and Background
This Schedule 13D is filed jointly on behalf of Silver Lake Partners III, L.P. (
SLP
III
), Silver Lake Technology Associates III, L.P. (
SLTA III
), SLTA III (GP), L.L.C.
(
SLTA GP
), Silver Lake Group L.L.C. (
Group LLC
, and together with SLP III, SLTA
III, and SLTA GP, the
Silver Lake Reporting Persons
), Warburg Pincus Private Equity X,
L.P., Warburg Pincus X Partners, L.P. (together with Warburg Pincus Private Equity X, L.P.,
WP
X
), Warburg Pincus X, L.P. (
WP X LP
), Warburg Pincus X LLC (
WP X LLC
),
Warburg Pincus Partners, LLC (
WP Partners
), Warburg Pincus & Co. (
WP
), Warburg
Pincus LLC (
WP LLC
), Messrs. Charles R. Kaye and Joseph P. Landy (together with WP X, WP
X LP, WP X LLC, WP Partners, WP and WP LLC, the
Warburg Pincus Reporting Persons
), Igloo
Investors Ltd. (
Igloo
) and Hg Investors LLC (
Parent
, and together with Igloo,
the Silver Lake Reporting Persons and the Warburg Pincus Reporting Persons, the
Reporting
Persons
). The agreement among the Reporting Persons to file this Schedule 13D jointly in
accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the
Exchange
Act
), is attached hereto as Exhibit 1.
Parent is a Delaware limited liability company whose principal business is to engage in the
transactions contemplated by the Merger Agreement (as defined in Item 4 below). Igloo is a Cayman
Islands exempted company whose principal business is to serve as the sole member of Parent. As of
the date hereof, 50% of the outstanding equity interests of Igloo are held by SLP III and 50% of
the outstanding equity interests of Igloo are held by certain Warburg Pincus Reporting Persons.
The members of Parents board of managers and the members of Igloos board of directors are Michael
Bingle, Sean Delehanty, James Neary and Cary J. Davis (collectively, the
Directors
), each of
whom is a United States citizen. The co-presidents of each of Parent and Igloo are Messrs. Bingle
and Neary, the vice president and treasurer of each of Parent and Igloo is Mr. Davis and the vice
president and secretary of each of Parent and Igloo is Mr. Delehanty. The principal offices for
each of Parent and Igloo are c/o Silver Lake, 9 West 57th Street, 32nd Floor, New York, New York
10019 and c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
Messrs. Bingles and Delehantys principal occupation or employment is as a Managing Director
and Director, respectively, of Silver Lake Partners. Messrs. Nearys and Davis principal
occupation or employment is as a Partner of WP and a Member and Managing Director of WP LLC. The
principal business office address of Messrs. Bingle and Delehanty is c/o Silver Lake, 9 West 57th
Street, 32nd Floor, New York, New York 10019. The principal business office address of Messrs.
Neary and Davis is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
None of Parent or Igloo, or to the best knowledge of the Reporting Persons, the Directors,
have during the past five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding have been or are
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Page 17
Silver Lake Reporting Persons
SLP III is a Delaware limited partnership whose principal business is investing in securities.
SLTA III is a Delaware limited partnership whose principal business is serving as the general
partner of SLP III and certain of its related investment vehicles. SLTA GP is a Delaware limited
liability company whose principal business is serving as the general partner of SLTA III and
certain of its related investment vehicles. Group LLC is a Delaware limited liability company
whose principal business is serving as the sole member of SLTA GP and certain of its related
investment vehicles. The principal office for each of SLP III, SLTA III, SLTA GP and Group LLC is
2775 Sand Hill Road, Suite 100, Menlo Park, California 94025.
The managing members of Group LLC are James A. Davidson, Glenn H. Hutchins and David J. Roux
(collectively, the
Silver Lake Managing Members
). Each of the Silver Lake Managing
Members is a United States citizen. The present principal occupation of each of the Silver Lake
Managing Members is serving as a managing member of Group LLC and in a similar capacity with
affiliates of such Reporting Persons. The principal office of each of James A. Davidson and David
J. Roux is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, California
94025. The principal office of Glenn H. Hutchins is located at c/o Silver Lake, 9 West 57th Street,
32nd Floor, New York, New York 10019.
None of the Silver Lake Reporting Persons or, to the best knowledge of the Silver Lake
Reporting Persons, the Silver Lake Managing Members, have, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding have been or are subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
The Silver Lake Reporting Persons and the Warburg Pincus Reporting Persons may be deemed to be
a group pursuant to Rule 13d-5(b)(1) of the Exchange Act. The Silver Lake Reporting Persons do
not expressly affirm membership in a group with the Warburg Pincus Reporting Persons, and disclaim
beneficial ownership of any Shares held by the Warburg Pincus Reporting Persons, Igloo, Parent or
Stockholder (as defined below). Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that the Silver Lake Reporting Persons or any of their
respective affiliates are the beneficial owners of any Shares beneficially owned by the Warburg
Pincus Reporting Persons, Igloo, Parent or Stockholder for purposes of Section 13(d) of the
Exchange Act, the rules promulgated thereunder or for any other purpose. As of the date hereof,
the Silver Lake Reporting Persons, the Warburg Pincus Reporting Persons, Igloo and Parent may be
deemed to have shared beneficial ownership over the 57,554,795 Shares beneficially owned by
Stockholder.
Warburg Pincus Reporting Persons
WP X are Delaware limited partnerships, and the principal business of each of WP X is making
private equity and related investments. WP X LP is a Delaware limited partnership whose principal
business is acting as the general partner of each of WP X. WP X LLC is a Delaware limited
liability company whose principal business is acting as the general partner of WP X LP. WP
Partners is a New York limited liability company whose principal business is acting as the general
partner to certain private equity funds and as the sole member of WP X LLC. WP is a New York
general partnership whose principal business is acting as the managing member of WP Partners. WP
LLC is a New York limited liability company whose principal business is managing certain private
equity funds, including WP X. The principal businesses of each of Messrs. Kaye and Landy is acting
as Managing General Partner of
WP and Co-President and Managing Member of WP LLC. Messrs. Kaye and Landy are United States
citizens. The principal occupation of each of the general partners of WP and the members and
managing directors of WP LLC is set forth on Schedule I hereto, which is incorporated herein by
reference, and except as otherwise indicated on Schedule I, each of the individuals referred to on
Schedule I hereto is a United States citizen.
Page 18
The address of the principal business and principal office of the Warburg Pincus Reporting
Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017. The general
partners of WP and the members and managing directors of WP LLC and their respective business
addresses are set forth on Schedule I hereto.
None of the Warburg Pincus Reporting Persons or, to the best knowledge of the Warburg Pincus
Reporting Persons, the partners, members and managing directors named on Schedule I, have, during
the past five years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding have been or are subject to a
judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
The Warburg Pincus Reporting Persons and the Silver Lake Reporting Persons may be deemed to be
a group pursuant to Rule 13d-5(b)(1) of the Exchange Act. The Warburg Pincus Reporting Persons
do not expressly affirm membership in a group with the Silver Lake Reporting Persons, and disclaim
beneficial ownership of any Shares held by the Silver Lake Reporting Persons, Igloo, Parent or
Stockholder (as defined below). Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that the Warburg Pincus Reporting Persons or any of
their respective affiliates are the beneficial owners of any Shares beneficially owned by the
Silver Lake Reporting Persons, Igloo, Parent or Stockholder for purposes of Section 13(d) of the
Exchange Act, the rules promulgated thereunder or for any other purpose. As of the date hereof,
the Silver Lake Reporting Persons, the Warburg Pincus Reporting Persons, Igloo and Parent may be
deemed to have shared beneficial ownership over the 57,554,795 Shares beneficially owned by
Stockholder.
Item 3. Source and Amount of Funds or Other Consideration
On May 3, 2010, concurrently with the execution of the Merger Agreement (as defined in Item 4
below), Parent, Pearson plc (
Pearson
) and Pearson DBC Holdings Inc., a subsidiary of
Pearson (
Stockholder
), entered into a voting agreement (the
Voting Agreement
)
with respect to 57,554,795 Shares beneficially owned by Stockholder pursuant to which Stockholder
agreed to vote such Shares in favor of approving and adopting the Merger Agreement and the
transactions contemplated by the Merger Agreement, including the Merger (as defined in Item 4
below). No Shares were purchased by the Reporting Persons pursuant to the Voting Agreement and
thus no funds were used by the Reporting Persons for such purpose.
The information set forth in response to this Item 3 is qualified in its entirety by reference
to the Voting Agreement, a copy of which is filed herewith as Exhibit 2 and is hereby incorporated
herein by reference.
Page 19
Item 4. Purpose of Transaction
The information set forth or incorporated in Item 3 is hereby incorporated herein by
reference.
On May 3, 2010, Parent entered into an Agreement and Plan of Merger (the
Merger
Agreement
) with Igloo Merger Corporation, a Delaware corporation and wholly owned subsidiary
of Parent (
Merger Sub
), and the Issuer. Pursuant to the Merger Agreement, and upon the
terms and subject to the conditions set forth therein, Merger Sub will merge with and into the
Issuer (the
Merger
), with the Issuer surviving the Merger as a wholly owned subsidiary of
Parent. At the effective time of the Merger, the Issuer will become a wholly owned subsidiary of
Parent, and each outstanding Share (other than Shares held in treasury by the Issuer or owned by
Parent or Merger Sub, or shares held by dissenting stockholders who properly exercise appraisal
rights under applicable law) will be converted into the right to receive $33.86 in cash, without
interest. Following the effective time of the Merger, it is contemplated that the Shares will
cease to be listed on the New York Stock Exchange and will become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act.
The consummation of the Merger is subject to various conditions, including but not limited to
(i) the representations and warranties in the Merger Agreement being true and correct as of the
effective time of the Merger, subject to certain exceptions, and (ii) receipt of certain regulatory
approvals as set forth in the Merger Agreement.
Under the Merger Agreement, upon consummation of the Merger, the certificate of incorporation
of the Issuer will be restated and the bylaws of the Issuer will be amended in their entirety, in
each case until thereafter amended in accordance with such restated certificate of incorporation or
amended bylaws, as applicable, and applicable law. Under the Merger Agreement, at the effective
time of the Merger, (i) the Issuer is required to deliver evidence reasonably satisfactory to
Parent of the resignation of all directors of the Issuer and, upon consummation of the Merger, the
directors of Merger Sub immediately prior thereto will become the directors of the Issuer as the
surviving corporation of the Merger and (ii) upon consummation of the Merger, the officers of the
Issuer at the effective time of the Merger will be the officers of the Issuer as the surviving
corporation of the Merger.
As an inducement to Parent to enter into the Merger Agreement, Pearson, Parent and Stockholder
entered into the Voting Agreement. Pursuant to the Voting Agreement, Stockholder agreed, subject
to certain exceptions, that at any meeting of the stockholders of the Issuer, however called, at
any adjournment thereof, and in connection with any written consent of the stockholders of the
Issuer, Stockholder would (i) appear at such meeting, or otherwise cause the Shares beneficially
owned by it to be counted as present for calculating a quorum, and (ii) vote (or deliver a written
consent in lieu thereof) all Shares beneficially owned by it which it is entitled to vote (or
deliver a written consent with respect thereto) at the time of any vote or written consent (A) to
adopt the Merger Agreement, and approve any actions related thereto as and when such Merger
Agreement or such other actions are submitted for the consideration and vote of the stockholders of
the Issuer, (B) against any Alternative Proposal (as defined in the Merger Agreement), without
regard to the terms of such Alternative Proposal, or any other transaction, proposal, agreement or
action made in opposition to adoption of the Merger Agreement or in competition or inconsistent
with the Merger and the other transactions contemplated by the Merger Agreement and (C) against any
other action that is intended to or could prevent, impede, or, in any material respect, interfere
with, delay the transactions contemplated by the Merger Agreement. Pursuant to the Voting
Agreement, Stockholder granted Parent a proxy to vote the Shares beneficially owned by Stockholder
in the manner described in the immediately preceding sentence. Immediately after the execution of
the Merger Agreement and the Voting Agreement, Stockholder executed a written consent approving and
adopting the Merger Agreement and the transactions contemplated by the Merger Agreement, including
the Merger.
Page 20
The Reporting Persons may seek to influence the management or the Board of Directors of the
Issuer with respect to its business and affairs, including having the Issuer take action to
facilitate consummation of the Merger. Other than as described above, each of the Reporting
Persons reports that neither it, nor to its knowledge, any of the other persons named in Item 2 of
this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of
the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any
time and from time to time, review or reconsider their position and/or change their purpose and/or
formulate plans or proposals with respect thereto.
The information set forth in response to this Item 4, including the foregoing summary of the
Merger Agreement, the Voting Agreement and the transactions contemplated thereby, including the
Merger, is qualified in its entirety by reference to the Voting Agreement and the Merger Agreement,
copies of which are filed herewith as Exhibits 2 and 3, respectively, and are hereby incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer
The information set forth or incorporated in Items 2, 3, 4 and 6 is hereby incorporated herein
by reference.
(a), (b)
|
|
The following disclosure assumes that there are 95,213,472 Shares outstanding, which the
Issuer represented in the Agreement and Plan of Merger was the number of outstanding Shares as
of April 29, 2010. The following disclosure further assumes that Stockholder beneficially
owns 57,554,795 Shares, which Stockholder represented in the Voting Agreement was the number
of outstanding Shares it beneficially owned as of May 3, 2010.
|
|
|
|
As a result of the Voting Agreement, the Reporting Persons may be deemed for the purposes of
Rule 13d-3 promulgated under the Exchange Act to beneficially own 57,554,795 Shares,
representing, for the purposes of Rule 13d-3, approximately 60.4% of the outstanding Shares.
The Reporting Persons, however, expressly disclaim beneficial ownership of such Shares, and
this statement shall not be construed as an admission that the Reporting Persons are, for
any or all purposes, the beneficial owners of the securities covered by this statement.
|
|
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|
Except to the extent that they may be deemed to have any such power by virtue of the Voting
Agreement, the Reporting Persons do not have sole power to vote or to direct the vote,
shared power to vote or to direct the vote, or the sole or shared power to dispose or to
direct the disposition of any of the Shares. The Reporting Persons may be deemed in certain
circumstances, as more fully described in Item 4, to have the shared power with the
Stockholder to vote 57,554,795 Shares. However, the Reporting Persons (i) are not entitled
to any rights as a stockholder of the Issuer as to the Shares that are subject to the Voting
Agreement and (ii) expressly disclaim any beneficial ownership of the Shares that are
covered by the Voting Agreement.
|
|
|
|
Except as set forth in this Item 5, (i) none of the Reporting Persons beneficially own any
Shares, (ii) to the best knowledge of the Silver Lake Reporting Persons, none of the Silver
Lake Managing Members beneficially own any Shares and (iii) to the best knowledge of the
Warburg Pincus Reporting Persons, none of the persons set forth on Schedule I hereto
beneficially own any Shares.
|
|
(c)
|
|
Except for the execution and delivery of the Voting Agreement and Merger Agreement, (i) none
of the Reporting Persons has effected any transaction in the Shares during the past 60 days,
(ii) to the best knowledge of the Silver Lake Reporting Persons, none of the Silver Lake
Managing Members has effected any transaction in the Shares during the past 60 days and (iii)
to the best knowledge of the Warburg Pincus Reporting Persons, none of the persons set forth
on Schedule I hereto has effected any transaction in the Shares during the past 60 days.
|
Page 21
(d)
|
|
Not applicable.
|
|
(e)
|
|
Not applicable.
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except for the Merger Agreement and Voting Agreement described above, to the knowledge of the
Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or
otherwise), including, but not limited to, transfer or voting of any of the securities, finders
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or
between such persons and any other person, with respect to any securities of Issuer, including any
securities pledged or otherwise subject to a contingency the occurrence of which would give another
person voting power or investment power over such securities other than standard default and
similar provisions contained in loan agreements.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
|
|
|
Exhibit
|
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|
Number
|
|
Exhibit Name
|
|
|
|
1
|
|
Joint Filing Agreement, dated as of May 13, 2010, by and among the
Reporting Persons, as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended (filed herewith).
|
|
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2
|
|
Voting Agreement, dated as of May 3, 2010, among Hg Investors LLC,
Pearson DBC Holdings Inc. and Pearson plc (incorporated by
reference to Exhibit 99.1 to the Issuers Current Report on Form
8-K filed with the Securities Exchange Commission on May 5, 2010).
|
|
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|
3
|
|
Agreement and Plan of Merger, dated as of May 3, 2010, among Hg
Investors LLC, Igloo Merger Corporation and Interactive Data
Corporation (incorporated by reference to Exhibit 2.1 to the
Issuers Current Report on Form 8-K filed with the Securities
Exchange Commission on May 5, 2010).
|
Page 22
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: May 13, 2010
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HG INVESTORS LLC
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By:
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/s/ Michael Bingle
|
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|
Name:
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Michael Bingle
|
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|
Title:
|
Co-President
|
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|
IGLOO INVESTORS LTD.
|
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|
By:
|
/s/ Michael Bingle
|
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|
Name:
|
Michael Bingle
|
|
|
|
Title:
|
Director and Co-President
|
|
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|
SILVER LAKE PARTNERS III, L.P.
|
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|
By:
|
Silver Lake Technology Associates III, L.P., its general partner
|
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By:
|
SLTA III (GP), L.L.C., its general partner
|
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|
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|
By:
|
Silver Lake Group, L.L.C., its managing member
|
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|
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By:
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/s/ James A. Davidson
|
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|
Name:
|
James A. Davidson
|
|
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|
Title:
|
Managing Member
|
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|
SILVER LAKE TECHNOLOGY ASSOCIATES III, L.P.
|
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By:
|
SLTA III (GP), L.L.C., its general partner
|
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By:
|
Silver Lake Group, L.L.C., its managing member
|
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|
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By:
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/s/ James A. Davidson
|
|
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|
Name:
|
James A. Davidson
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Title:
|
Managing Member
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Page 23
|
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|
SLTA III (GP), L.L.C.
|
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By:
|
Silver Lake Group, L.L.C., its managing member
|
|
|
|
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|
|
|
|
|
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By:
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/s/ James A. Davidson
|
|
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|
Name:
|
James A. Davidson
|
|
|
|
Title:
|
Managing Member
|
|
|
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|
|
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|
SILVER LAKE GROUP, L.L.C.
|
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By:
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/s/ James A. Davidson
|
|
|
|
Name:
|
James A. Davidson
|
|
|
|
Title:
|
Managing Member
|
|
|
|
|
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WARBURG PINCUS PRIVATE EQUITY X, L.P.
|
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|
By:
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Warburg Pincus X, L.P., its general partner
|
|
|
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|
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By:
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Warburg Pincus X LLC, its general partner
|
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|
|
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|
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By:
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Warburg Pincus Partners, LLC, its sole member
|
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|
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By:
|
Warburg Pincus & Co., its managing member
|
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|
|
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|
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|
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By:
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/s/ Scott A. Arenare
|
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|
Name:
|
Scott A. Arenare
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|
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Title:
|
Partner
|
|
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|
|
|
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|
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WARBURG PINCUS X PARTNERS, L.P.
|
|
|
By:
|
Warburg Pincus X, L.P., its general partner
|
|
|
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|
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By:
|
Warburg Pincus X LLC, its general partner
|
|
|
|
|
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By:
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Warburg Pincus Partners, LLC, its sole member
|
|
|
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
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|
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By:
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/s/ Scott A. Arenare
|
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|
|
Name:
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Scott A. Arenare
|
|
|
|
Title:
|
Partner
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Page 24
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WARBURG PINCUS X, L.P.
|
|
|
By:
|
Warburg Pincus X LLC, its general partner
|
|
|
|
|
|
By:
|
Warburg Pincus Partners, LLC, its sole member
|
|
|
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
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By:
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/s/ Scott A. Arenare
|
|
|
|
Name:
|
Scott A. Arenare
|
|
|
|
Title:
|
Partner
|
|
|
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|
|
|
|
|
WARBURG PINCUS X LLC
|
|
|
By:
|
Warburg Pincus Partners, LLC, its sole member
|
|
|
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
|
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By:
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/s/ Scott A. Arenare
|
|
|
|
Name:
|
Scott A. Arenare
|
|
|
|
Title:
|
Partner
|
|
|
|
WARBURG PINCUS PARTNERS, LLC
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott A. Arenare
|
|
|
|
Name:
|
Scott A. Arenare
|
|
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
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WARBURG PINCUS & CO.
|
|
|
By:
|
/s/ Scott A. Arenare
|
|
|
|
Name:
|
Scott A. Arenare
|
|
|
|
Title:
|
Partner
|
|
|
|
|
|
|
|
|
WARBURG PINCUS LLC
|
|
|
By:
|
/s/ Scott A. Arenare
|
|
|
|
Name:
|
Scott A. Arenare
|
|
|
|
Title:
|
Managing Director
|
|
Page 25
|
|
|
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* /s/ Scott A. Arenare
|
|
|
|
Name:
|
Charles R. Kaye
|
|
|
Title:
|
Scott A. Arenare,
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
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|
|
|
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|
|
** /s/ Scott A. Arenare
|
|
|
|
Name:
|
Joseph P. Landy
|
|
|
Title:
|
Scott A. Arenare,
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
*
|
|
The Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an
exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders
FirstSource, Inc. and is hereby incorporated by reference.
|
|
**
|
|
The Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an
exhibit to a statement on Schedule 13D filed by Building Products, LLC with respect to Builders
FirstSource, Inc. and is hereby incorporated by reference.
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Page 26
SCHEDULE I
Set forth below is the name, position and present principal occupation of each of the general
partners of Warburg Pincus & Co. (
WP
) and members of Warburg Pincus LLC (including its
subsidiaries,
WP LLC
). Except as otherwise indicated, the business address of each of
such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a
citizen of the United States.
General Partners of WP
|
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|
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
|
|
|
TO POSITION WITH WP, AND POSITIONS
|
NAME
|
|
WITH THE REPORTING ENTITIES
|
Scott A. Arenare
|
|
Partner of WP; Member and Managing Director of WP LLC
|
David Barr
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Alain J.P. Belda
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Alexander Berzofsky
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Sean D. Carney
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Mark Colodny
|
|
Partner of WP; Member and Managing Director of WP LLC
|
David A. Coulter
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Timothy J. Curt
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Cary J. Davis
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Dai Feng
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Steven Glenn
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Jeffrey G. Goldfaden
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Cecilia Gonzalo
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael Graff
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Patrick T. Hackett
|
|
Partner of WP; Member and Managing Director of WP LLC
|
E. Davisson Hardman
|
|
Partner of WP; Managing Director of WP LLC
|
Jeffrey A. Harris
|
|
Partner of WP; Member and Managing Director of WP LLC
|
In Seon Hwang
|
|
Partner of WP; Member and Managing Director of WP LLC
|
William H. Janeway
|
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Chansoo Joung
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Peter R. Kagan
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Charles R. Kaye
|
|
Managing General Partner of WP; Managing Member and Co-President of WP LLC
|
Henry Kressel
|
|
Partner of WP; Member and Managing Director of WP LLC
|
David Krieger
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Joseph P. Landy
|
|
Managing General Partner of WP; Managing Member and Co-President of WP LLC
|
Kewsong Lee
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Jonathan S. Leff
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael Martin
|
|
Partner of WP; Member and Managing Director of WP LLC
|
James Neary
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Dalip Pathak
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Michael F. Profenius
|
|
Partner of WP; Managing Director of WP LLC
|
Justin Sadrian
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Henry B. Schacht
|
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Steven G. Schneider
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Patrick Severson
|
|
Partner of WP; Member and Managing Director of WP LLC
|
John Shearburn
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Christopher H. Turner
|
|
Partner of WP; Member and Managing Director of WP LLC
|
John L. Vogelstein
|
|
Partner of WP; Member and Senior Advisor of WP LLC
|
Elizabeth H. Weatherman
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Page 27
|
|
|
|
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
|
|
|
TO POSITION WITH WP, AND POSITIONS
|
NAME
|
|
WITH THE REPORTING ENTITIES
|
Daniel Zilberman
|
|
Partner of WP; Member and Managing Director of WP LLC
|
Rosanne Zimmerman
|
|
Partner of WP; Member and Managing Director of WP LLC
|
WP & Co. Partners, L.P.*
|
|
|
Warburg Pincus Principal
Partnership, L.P.**
|
|
|
Warburg Pincus Real
Estate Principal
Partnership, L.P.**
|
|
|
Warburg Pincus 2006
Limited Partnership**
|
|
|
Warburg Pincus 2007
Limited Partnership**
|
|
|
|
|
|
*
|
|
New York limited partnership; primary activity is ownership interest in WP
|
|
**
|
|
Delaware limited partnership; primary activity is ownership interest in WP
|
Page 28
Members of WP LLC
|
|
|
|
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
|
|
|
TO POSITION WITH WP LLC, AND POSITIONS
|
NAME
|
|
WITH THE REPORTING ENTITIES
|
Scott A. Arenare
|
|
Member and Managing Director of WP LLC; Partner of WP
|
David Barr
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Alain J.P. Belda
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Alexander Berzofsky
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Sean D. Carney
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Julian Cheng (1)
|
|
Member and Managing Director of WP LLC
|
Miao Chi (2)
|
|
Member and Managing Director of WP LLC
|
Stephen John Coates (3)
|
|
Member and Managing Director of WP LLC
|
Mark Colodny
|
|
Member and Managing Director of WP LLC; Partner of WP
|
David A. Coulter
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Timothy J. Curt
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Cary J. Davis
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Martin D. Dunnett (3)
|
|
Member and Managing Director of WP LLC
|
Dai Feng
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Robert Feuer (4)
|
|
Member and Managing Director of WP LLC
|
Rajiv Ghatalia (1)
|
|
Member and Managing Director of WP LLC
|
Steven Glenn
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Jeffrey G. Goldfaden
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Cecilia Gonzalo
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Michael Graff
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Patrick T. Hackett
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Jeffrey A. Harris
|
|
Member and Managing Director of WP LLC; Partner of WP
|
In Seon Hwang
|
|
Member and Managing Director of WP LLC; Partner of WP
|
William H. Janeway
|
|
Member and Senior Advisor of WP LLC; Partner of WP
|
Chansoo Joung
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Peter R. Kagan
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Charles R. Kaye
|
|
Managing Member and Co-President of WP LLC; Managing
General Partner of WP
|
Henry Kressel
|
|
Member and Managing Director of WP LLC; Partner of WP
|
David Krieger
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Joseph P. Landy
|
|
Managing Member and Co-President of WP LLC; Managing
General Partner of WP
|
Kewsong Lee
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Jonathan S. Leff
|
|
Member and Managing Director of WP LLC; Partner of WP
|
David Li (1)
|
|
Member and Managing Director of WP LLC
|
Vishal Mahadevia (5)
|
|
Member and Managing Director of WP LLC
|
Niten Malhan (5)
|
|
Member and Managing Director of WP LLC
|
Michael Martin
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Luca Molinari (6)
|
|
Member and Managing Director of WP LLC
|
James Neary
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Dalip Pathak
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Leo Puri (5)
|
|
Member and Managing Director of WP LLC
|
Justin Sadrian
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Adarsh Sarma (5)
|
|
Member and Managing Director of WP LLC
|
Henry B. Schacht
|
|
Member and Senior Advisor of WP LLC; Partner of WP
|
Steven G. Schneider
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Joseph C. Schull (2)
|
|
Member and Managing Director of WP LLC
|
Patrick Severson
|
|
Member and Managing Director of WP LLC; Partner of WP
|
John Shearburn
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Chang Q. Sun (1)
|
|
Member and Managing Director of WP LLC
|
Page 29
|
|
|
|
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION
|
|
|
TO POSITION WITH WP LLC, AND POSITIONS
|
NAME
|
|
WITH THE REPORTING ENTITIES
|
Christopher H. Turner
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Simon Turton (3)
|
|
Member and Managing Director of WP LLC
|
John L. Vogelstein
|
|
Member and Senior Advisor of WP LLC; Partner of WP
|
Elizabeth H. Weatherman
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Frank Wei (1)
|
|
Member and Managing Director of WP LLC
|
Peter Wilson (3)
|
|
Member and Managing Director of WP LLC
|
Jeremy S. Young (3)
|
|
Member and Managing Director of WP LLC
|
Daniel Zilberman
|
|
Member and Managing Director of WP LLC; Partner of WP
|
Rosanne Zimmerman
|
|
Member and Managing Director of WP LLC; Partner of WP
|
|
|
|
(1)
|
|
Citizen of Hong Kong
|
|
(2)
|
|
Citizen of Canada
|
|
(3)
|
|
Citizen of United Kingdom
|
|
(4)
|
|
Citizen of Hungary
|
|
(5)
|
|
Citizen of India
|
|
(6)
|
|
Citizen of Italy
|
As of May 1, 2010
Page 30
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