Amended Statement of Beneficial Ownership (sc 13d/a)
05 February 2022 - 4:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SOC Telemed, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001
per share
(Title of Class of Securities)
78472F101
(CUSIP Number)
Harsha G. Marti
General Counsel and Managing Director
Warburg Pincus LLC
450 Lexington Avenue
New York, New York 10017
With a copy to:
William Hughes, Esq.
Orrick, Herrington & Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco, California 94105
(415) 773-5700
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
February 2, 2022
(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-l(e),
240.13d-l(f) or 240.13d-1(g), check the following box. ☐
1
|
NAMES OF REPORTING PERSONS
SOC Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding
as of January 28, 2022, as represented by the Issuer in the Merger Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
WPXI Finance, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
WPXI GP, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus Private Equity XI, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus XI Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus XI, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding
as of January 28, 2022, as represented by the Issuer in the Merger Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
WP Global LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
1
|
NAMES OF REPORTING PERSONS
Warburg Pincus Partners II, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
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
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
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
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
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
OO
|
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
33,874,965
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
33,874,965
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,874,965
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%(1)
|
14
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented by the Issuer in the Merger
Agreement (as defined below).
|
Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements
the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 10, 2020
(as amended and supplemented through the date of this Amendment, the “Schedule 13D”), and is being filed jointly on behalf
of: (i) SOC Holdings LLC, a Delaware limited liability company (“SOC Holdings”), (ii) WPXI Finance, LP, a Delaware limited
partnership (“WPXIF”), (iii) WPXI GP, L.P., a Delaware limited partnership (“WPXIF GP”), (iv) Warburg Pincus
Private Equity XI, L.P., a Delaware limited partnership (“WPXI”), (v) Warburg Pincus XI Partners, L.P., a Delaware limited
partnership (“WPXI Partners”), (vi) Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”),
(vii) WP Global LLC, a Delaware limited liability company (“WP Global”), (viii) Warburg Pincus Partners II, L.P., a Delaware
limited partnership (“WPP II”), (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP
GP LLC”), (x) Warburg Pincus & Co. (“WP”), a New York general partnership and (xi) Warburg Pincus LLC, a New York
limited liability company (“WP LLC”). This Amendment relates to the Class A common stock, par value $0.0001 per share (“Class
A Common Stock”), of SOC Telemed, Inc., a Delaware corporation (the “Issuer”). Unless otherwise indicated herein, each
capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to such term in the Schedule 13D. Except
as specifically amended by this Amendment, the Schedule 13D is unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 6 to this Amendment is incorporated
by reference in its entirety into this Item 4.
Item 5. Interest in Securities of the Issuer.
The first sentence of Item 5(a) and (b) of the Schedule 13D is hereby
amended and restated in its entirety to read as follows:
(a) and (b) Calculations of the percentage of the shares of Class A
Common Stock beneficially owned are based on 101,259,012 shares of Class A Common Stock outstanding as of January 28, 2022, as represented
by the Issuer in the Merger Agreement (as defined below).
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by inserting the following
at the end thereof:
Support Agreement
On February 2, 2022, the Issuer entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with Spark Parent, Inc., a Delaware corporation (“Parent”), and Spark Merger
Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub
will merge with and into the Issuer (the “Merger”), with the Company surviving the Merger as a direct, wholly owned subsidiary
of Parent. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with
the Commission on February 4, 2022.
On February 2, 2022, concurrently with the execution of the Merger
Agreement, SOC Holdings entered into a voting and support agreement (the “Support Agreement”) with the Issuer and Parent pursuant
to which SOC Holdings has agreed, among other things, to vote its shares of Class A Common Stock in favor of adoption of the Merger Agreement
and the other matters to be submitted to the Issuer’s stockholders in connection with the Merger, and against any competing transaction,
subject to the terms and conditions set forth in the Support Agreement.
The Support Agreement will terminate upon the earliest to occur of
the following: (a) the termination of the Merger Agreement in accordance with its terms; (b) the effective time of the Merger; (c) the
date upon which any amendment to the Merger Agreement is effected, or any waiver of the Issuer’s rights under the Merger Agreement
is granted, in each case, without SOC Holdings’ prior written consent, that (i) reduces the Merger Consideration (as defined in
the Merger Agreement) to be received by the stockholders of the Issuer, (ii) changes the form of the Merger Consideration payable to the
stockholders of the Issuer, (iii) would reasonably be expected to materially and adversely affect the timing of payment of the Merger
Consideration to SOC Holdings or (iv) changes the conditions to the closing of the Merger or termination rights of the Merger Agreement
in a manner that adversely affects the Issuer in any material respect; or (d) the mutual written consent of the parties to the Support
Agreement. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Support Agreement, a copy of which is attached hereto as Exhibit 7 and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
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 4, 2022
|
SOC HOLDINGS LLC
|
|
|
|
By:
|
Warburg Pincus Private Equity XI, L.P., its managing member
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WPXI FINANCE, LP
|
|
|
|
|
By:
|
WPXI GP, L.P., its managing general partner
|
|
By:
|
Warburg Pincus Private Equity XI, L.P., its general partner
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WPXI GP, L.P.
|
|
|
|
|
By:
|
Warburg Pincus Private Equity XI, L.P., its general partner
|
|
By:
|
Warburg Pincus XI, L.P., its general partner
|
|
By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS PRIVATE EQUITY XI, L.P.
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By:
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Warburg Pincus XI, L.P., its general partner
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By:
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WP Global LLC, its general partner
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By:
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Warburg Pincus Partners II, L.P., its managing member
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By:
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Warburg Pincus Partners GP LLC, its general partner
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By:
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Warburg Pincus & Co., its managing member
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By:
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/s/ Harsha G. Marti
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Name:
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Harsha G. Marti
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Title:
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Partner
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WARBURG PINCUS XI PARTNERS, L.P.
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By:
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Warburg Pincus XI, L.P., its general partner
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By:
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WP Global LLC, its general partner
|
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By:
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Warburg Pincus Partners II, L.P., its managing member
|
|
By:
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Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
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/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS XI, L.P.
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|
|
|
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By:
|
WP Global LLC, its general partner
|
|
By:
|
Warburg Pincus Partners II, L.P., its managing member
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
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/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
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Partner
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WP GLOBAL LLC
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|
|
|
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By:
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Warburg Pincus Partners II, L.P., its managing member
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By:
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Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS PARTNERS II, L.P.
|
|
|
|
|
By:
|
Warburg Pincus Partners GP LLC, its general partner
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS PARTNERS GP LLC
|
|
|
|
|
By:
|
Warburg Pincus & Co., its managing member
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
WARBURG PINCUS & CO.
|
|
|
|
|
By:
|
/s/ Harsha G. Marti
|
|
Name:
|
Harsha G. Marti
|
|
Title:
|
Partner
|
|
|
|
|
WARBURG PINCUS LLC
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|
|
|
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By:
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/s/ Harsha G. Marti
|
|
Name:
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Harsha G. Marti
|
|
Title:
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Managing Director
|
16
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