-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vv8r6ndpCRRpBzbaaDWl7g7yNFM6TqZkTwidSHK6s3wj6H3AJQC4ojQ/y6BQAcNa 9O427BJwpC/ZdOWJ2FoK0w== 0000950137-07-015232.txt : 20071009 0000950137-07-015232.hdr.sgml : 20071008 20071009132931 ACCESSION NUMBER: 0000950137-07-015232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071009 DATE AS OF CHANGE: 20071009 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOXHOLLOW TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001217688 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943252085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80438 FILM NUMBER: 071161942 BUSINESS ADDRESS: STREET 1: 740 BAY ROAD CITY: REDWOOD CITY STATE: CA ZIP: 94063-2469 BUSINESS PHONE: 650-421-8400 MAIL ADDRESS: STREET 1: 740 BAY ROAD CITY: REDWOOD CITY STATE: CA ZIP: 94063-2469 FORMER COMPANY: FORMER CONFORMED NAME: FOX HOLLOW TECHNOLOGIES INC DATE OF NAME CHANGE: 20030206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ev3 Inc. CENTRAL INDEX KEY: 0001318310 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 320138874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 BUSINESS PHONE: (763) 398-7000 MAIL ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 SC 13D/A 1 c19196a1sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

FOXHOLLOW TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
35166A103
(CUSIP Number)
Kevin M. Klemz
Senior Vice President, Secretary and Chief Legal Officer
ev3 Inc.
9600 54th Avenue North
Plymouth, Minnesota 55442
(763) 398-7000

 
Copy to:
 
Bruce A. Machmeier, Esq.
Amy E. Culbert, Esq.
Patrick J. Pazderka, Esq.
Oppenheimer Wolff & Donnelly LLP
45 South Seventh Street
3300 Plaza VII Building
Minneapolis, Minnesota 55402
(612) 607-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 4, 2007
(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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required 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).

 
 


 

                     
CUSIP No.
 
35166A103 
  Page  
  of   
13 

 

           
1   NAMES OF REPORTING PERSONS

ev3 Inc.
 
I.R.S. Identification No. of Above Persons:
 
32-0138874
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
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   1,000
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   1,000
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,000
     
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)
   
  100%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  CO


 

This Amendment No. 1 to the initial statement on Schedule 13D hereby amends and supplements an initial statement on Schedule 13D dated July 21, 2007 (the “Original Statement”), filed by and on behalf of ev3 Inc., a Delaware corporation (“ev3”) and relating to the common stock, par value $0.001 per share, of FoxHollow Technologies, Inc., a Delaware corporation (“FoxHollow”). Except as set forth herein, there are no changes to the information in the Original Statement. All terms used but not defined in this Amendment No. 1 are as defined in the Original Statement.
Item 1. Security and Issuer.
The following disclosure is hereby added to Item 1:
On October 4, 2007, Foreigner Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of ev3, was merged with and into FoxHollow (the “Merger”), with FoxHollow remaining as the surviving corporation and becoming a wholly owned subsidiary of ev3. Pursuant to the terms and conditions of that certain Agreement and Plan of Merger, dated as of July 21, 2007, by and among ev3, FoxHollow and Merger Sub (the “Merger Agreement”), at the effective time and as a result of the Merger, each share of FoxHollow common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.45 shares of ev3 common stock and $2.75 in cash. Alternatively, FoxHollow stockholders could have elected to receive either 1.62 shares of ev3 common stock or $25.92 in cash for each share of FoxHollow common stock by making an all-stock or an all-cash election, respectively. Stock and cash elections were subject to pro-ration to preserve an overall mix of 1.45 shares of ev3 common stock and $2.75 in cash for all of the outstanding shares of FoxHollow common stock in the aggregate.
Any shares of FoxHollow common stock issued and outstanding immediately prior to the effective time of the Merger that were held by a stockholder who properly exercised appraisal rights with respect thereto in accordance with Section 262 of Delaware General Corporation Law were not converted into and do not represent the right to receive the merger consideration described above, and the holder of such shares is entitled only to receive payment of the appraised value of such shares in accordance with the provisions of Section 262 unless and until such holder fails to perfect or effectively withdraws or loses such holder’s right to appraisal and payment under the Delaware General Corporation Law.
Pursuant to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and became one share of common stock of FoxHollow, as the surviving corporation. Therefore, as a result of the Merger, the number of issued and outstanding shares of FoxHollow common stock was effectively reduced to 1,000 shares, all of which are owned by ev3, and the par value of FoxHollow’s common stock was changed from $0.001 to $0.01 per share.
Item 2. Identity and Background.
The following disclosure is hereby added to Item 2:

2


 

Set forth on Schedule A to this Amendment No. 1 to Schedule 13D, which is incorporated herein by reference, is the name of each of the current directors and executive officers of ev3 along with the present principal occupation or employment of such directors and executive officers and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each such individual, as of the date hereof to ev3’s knowledge.
During the last five years, neither ev3 nor, to the knowledge of ev3, any of the individuals or entities named in Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, neither ev3 nor, to the knowledge of ev3, any of the individuals or entities named in Schedule A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.
Item 3. Source and Amount of Funds or Other Consideration.
The following disclosure is hereby added to Item 3:
The securities were acquired in connection with the Merger of Merger Sub with and into FoxHollow, with FoxHollow remaining as the surviving corporation, effective, on October 4, 2007, pursuant to the terms and conditions of the Merger Agreement. At the effective time and as a result of the Merger, each share of FoxHollow common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 1.45 shares of ev3 common stock and $2.75 in cash. Alternatively, FoxHollow stockholders could have elected to receive either 1.62 shares of ev3 common stock or $25.92 in cash for each share of FoxHollow common stock by making an all-stock or an all-cash election, respectively. Stock and cash elections were subject to pro-ration to preserve an overall mix of 1.45 shares of ev3 common stock and $2.75 in cash for all of the outstanding shares of FoxHollow common stock in the aggregate.
Any shares of FoxHollow common stock issued and outstanding immediately prior to the effective time of the Merger that were held by a stockholder who properly exercised appraisal rights with respect thereto in accordance with Section 262 of Delaware General Corporation Law were not converted into and do not represent the right to receive the merger consideration described above, and the holder of such shares is entitled only to receive payment of the appraised value of such shares in accordance with the provisions of Section 262 unless and until such holder fails to perfect or effectively withdraws or loses such holder’s right to appraisal and payment under the Delaware General Corporation Law.
In addition, at the effective time and as a result of the Merger, all outstanding options to purchase shares of FoxHollow common stock and other equity awards based on FoxHollow common stock, which were outstanding immediately prior to the effective time of the Merger and whether or not then exercisable or vested, were converted into and became, respectively, options to purchase shares of ev3 common stock and with respect to all other FoxHollow equity awards, awards based on shares of ev3 common stock, in each case, on terms substantially identical to those in effect prior to the effective time of the Merger, except for adjustments to the underlying

3


 

number of shares and the exercise price based on an exchange ratio reflected in the merger consideration and other adjustments as provided in the Merger Agreement.
Pursuant to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and became one share of common stock of FoxHollow, as the surviving corporation. Therefore, as a result of the Merger, the number of issued and outstanding shares of FoxHollow common stock was effectively reduced to 1,000 shares, all of which are owned by ev3, and the par value of FoxHollow’s common stock was changed from $0.001 to $0.01 per share.
Item 4. Purpose of Transaction.
The following disclosure is hereby added to Item 4:
(a) — (b)   As stated above in Item 3, this statement relates to the Merger. Upon consummation of the Merger, the separate existence of Merger Sub ceased and FoxHollow became a wholly owned subsidiary of ev3. Pursuant to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, holders of shares of FoxHollow common stock issued and outstanding immediately prior to the effective time of the Merger received the consideration specified in Item 3 in exchange for each share of FoxHollow common stock held by them.
 
    Pursuant to the terms and conditions of the Merger Agreement, at the effective time and as a result of the Merger, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was converted into and became one share of common stock of FoxHollow, as the surviving corporation. Therefore, as a result of the Merger, the number of issued and outstanding shares of FoxHollow common stock was effectively reduced to 1,000 shares, all of which are owned by ev3, and the par value of FoxHollow’s common stock was changed from $0.001 to $0.01 per share.
 
(c)   Not applicable.
 
(d)   Upon consummation of the Merger, Kevin M. Klemz, the sole director and officer of Merger Sub immediately prior to the Merger became the initial sole director and officer of FoxHollow, until the earlier of his resignation or removal or otherwise ceasing to be a director or officer or until his successor is duly elected and qualified, as the case may be. It is expected that additional individuals will become directors and officers of FoxHollow.
 
(e)   Other than as a result of the Merger as described above, not applicable.
 
(f)   Upon consummation of the Merger, FoxHollow became a wholly owned subsidiary of ev3.

4


 

(g)   At the effective time of the Merger, the Certificate of Incorporation of Merger Sub as in effect immediately prior the effective time of the Merger became the Certificate of Incorporation of FoxHollow by virtue of the Merger until thereafter changed or amended in accordance with such Certificate of Incorporation or by applicable law. The Bylaws of Merger Sub as in effect immediately prior the effective time of the Merger became the Bylaws of FoxHollow at the effective time of the Merger by virtue of the Merger until thereafter changed or amended as provided in accordance with such Bylaws or by applicable law.
 
(h) — (i)   Upon consummation of the Merger, a Form 25 was filed to delist FoxHollow’s common stock from the Nasdaq Global Select Market and a Form 15 will be filed with the Securities and Exchange Commission seeking termination of the registration of FoxHollow’s common stock under the Securities Exchange Act of 1934, as amended.
 
(j)   Not applicable.
Item 5. Interest in Securities of the Issuer.
The following disclosure is hereby added to Item 5:
(a) — (b)   As a result of the Merger, ev3 owns 1,000 shares, representing 100% of the issued and outstanding shares of common stock of FoxHollow, and has sole power to vote and dispose of such shares. Except as described in this Amendment No. 1, none of the persons listed in Item 2 of this Amendment No. 1 or the Original Statement beneficially owns any shares of FoxHollow common stock.
 
(c)   Except for the entering into of the Voting Agreements with ev3 as previously disclosed in the Original Statement, the entering into of the Merger Agreement and the completion of the Merger and the other transactions contemplated under the Merger Agreement, neither ev3, nor, to the knowledge of ev3, any of the individuals or entities named in Schedule A, has effected any transaction in FoxHollow’s common stock during the past 60 days, except as disclosed herein.
 
(d) — (e)   Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The following disclosure is hereby added to Item 6:
As described under “Item 3. Source and Amount of Funds or Other Consideration” and “Item 4. Purpose of Transaction,” on October 4, 2007, Merger Sub merged with and into FoxHollow, with FoxHollow remaining as the surviving corporation and becoming a wholly owned subsidiary of ev3.
Item 7. Material to be Filed as Exhibits.
See Original Statement on Schedule 13D.

5


 

SIGNATURES
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.
         
 

ev3 Inc.
 
 
Dated: October 9, 2007  By:   /s/ Kevin M. Klemz    
    Name:   Kevin M. Klemz   
    Title:   Senior Vice President, Secretary and
Chief Legal Officer 
 
 

6


 

Schedule A
The name, present principal occupation or employment and country of citizenship of each director and executive officer of ev3 is set forth below. In addition, the name, place of organization, principal business, and address of the principal office of a principal stockholder of ev3 who by virtue of its ownership of ev3 common stock may be deemed to be a controlling person of ev3 are set forth below.
Directors of ev3 Inc.
                         
Name/Present Principal           Country of  
Occupation or Employment   Business Address     Citizenship  
John K. Bakewell
  Wright Medical Group, Inc.     U.S.  
Executive Vice President and Chief Financial
  5677 Airline Road        
Officer of Wright Medical Group, Inc.
  Arlington, TN 38002        
 
               
Jeffrey B. Child
  695 Oak Grove Avenue, Suite 210     U.S.  
Chief Financial Officer of Family Office of
  Menlo Park, CA 94025        
Unaffiliated Third Party
               
 
               
James M. Corbett
  ev3 Inc.     U.S.  
Chairman of the Board, President and Chief
  9600 54th Avenue North        
Executive Officer of ev3 Inc.
  Plymouth, Minnesota 55442        
 
               
Richard B. Emmitt
  The Vertical Group, L.P.     U.S.  
General Partner of The Vertical Group, L.P.
  25 DeForest Ave.        
 
  Summit, NJ 07901        
 
               
Richard N. Kender
  Merck & Co., Inc.     U.S.  
Vice President, Business Development and
  One Merck Drive        
Corporate Licensing of Merck & Co., Inc.
  Whitehouse Station, NJ 08889        
 
               
Daniel J. Levangie
  Cytyc Corporation     U.S.  
President, Surgical Products Division,
  250 Campus Drive        
Executive Vice President and Director of
  Marlborough, MA 01752        
Cytyc Corporation
               
 
               
Myrtle S. Potter
  Myrtle Potter Consulting, LLC     U.S.  
Consultant with Myrtle Potter Consulting, LLC
  2995 Woodside Road, Suite 400        
 
  Woodside, California 94062        
 
               
John B. Simpson, Ph.D., M.D.
  ev3 Inc.     U.S.  
Vice Chairman of the Board and Chief
  9600 54th Avenue North        
Scientist of ev3 Inc.
  Plymouth, Minnesota 55442        
 
               
Thomas E. Timbie
  Timbie & Company, LLC     U.S.  
President of Timbie & Company, LLC
  4340 Blue Heron Drive        
 
  Ponte Vedra Beach, FL 32082        
 
               
Elizabeth H. Weatherman
  Warburg Pincus LLC     U.S.  
Managing Director of Warburg Pincus LLC
  466 Lexington Avenue        
 
  New York, New York 10017        

7


 

Executive Officers of ev3 Inc. Who Are Not Directors
                 
Name/Present Principal           Country of  
Occupation or Employment   Business Address     Citizenship  
Stacey Enxing Seng
  ev3 Inc.   U.S.
Senior Vice President and President, Cardio
  9600 54th Avenue North        
Peripheral Division
  Plymouth, Minnesota 55442        
 
               
Pascal E.R. Girin
  ev3 Inc.   France
Senior Vice President and President, International
  9600 54th Avenue North        
 
  Plymouth, Minnesota 55442        
 
               
Matthew Jenusaitis
  ev3 Inc.   U.S.
Senior Vice President and President,
  9600 54th Avenue North        
Neurovascular Division
  Plymouth, Minnesota 55442        
 
               
Kevin M. Klemz
  ev3 Inc.   U.S.
Senior Vice President, Secretary and Chief Legal
  9600 54th Avenue North        
Officer
  Plymouth, Minnesota 55442        
 
               
Gregory Morrison
  ev3 Inc.   U.S.
Senior Vice President, Human Resources
  9600 54th Avenue North        
 
  Plymouth, Minnesota 55442        
 
               
Michael D. Ritchey
  ev3 Inc.   U.S.
Senior Vice President, Corporate Marketing
  9600 54th Avenue North        
 
  Plymouth, Minnesota 55442        
 
               
Patrick D. Spangler
  ev3 Inc.   U.S.
Senior Vice President, Chief Financial Officer
  9600 54th Avenue North        
and Treasurer
  Plymouth, Minnesota 55442        
Principal Stockholder
         
Name/Present Principal       Country of
Occupation or Employment   Business Address   Organization
Warburg Pincus Equity Partners, L.P.*
  Warburg Pincus Equity Partners, L.P. 466 Lexington Avenue New York, New York 10017   U.S.
*The shares owned by Warburg Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”), include shares owned directly by WPEP and beneficially owned by two affiliated partnerships. Warburg Pincus Partners LLC (“WPP LLC”), a New York limited liability company, is the sole general partner of WPEP. WPP LLC is managed by Warburg Pincus & Co. (“WP”), a New York general partnership. WPEP is managed by Warburg Pincus

8


 

LLC (“WP LLC”), a New York limited liability company. WPEP, WPP LLC, WP and WP LLC are each referred to as a “Warburg Pincus Entity” and are collectively referred to as the “Warburg Pincus Entities”. Each Warburg Pincus Entity shares with the other Warburg Pincus Entities the voting and investment control of all of the shares of common stock such Warburg Pincus Entity may be deemed to beneficially own. Charles R. Kaye and Joseph P. Landy are each managing general partners of WP and co-presidents and managing members of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of these individuals disclaims beneficial ownership of the shares of common stock of ev3 Inc. that the Warburg Pincus Entities may be deemed to beneficially own. The address of the principal business and principal office of each of the foregoing is 466 Lexington Avenue, New York, New York 10017.
The principal business of WPEP is making private equity and related investments. The principal business of WPP LLC is acting as general partner to certain private equity funds, including WPEP. The principal business of WP is acting as the managing member of WPP LLC. The principal business of WP LLC is managing certain private equity funds, including WPEP. The principal business of each of Mr. Kaye and Mr. Landy is acting as a managing general partner of WP and co-president and managing member of WP LLC.
Set forth on Annex A hereto is a list of the general partners of WP and the members of WP LLC as well as their principal occupations.

9


 

Annex A
GENERAL PARTNERS OF WP
     
    PRESENT PRINCIPAL OCCUPATION IN ADDITION
    TO POSITION WITH WP, AND POSITIONS
NAME   WITH THE REPORTING ENTITIES
Joel Ackerman
  Partner of WP; Member and Managing Director of WP LLC
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
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
W. Bowman Cutter
  Partner of WP; Member and Managing Director of WP LLC
Cary J. Davis
  Partner of WP; Member and Managing Director of WP LLC
David W. Dorman
  Partner of WP; Member and Senior Advisor of WP LLC
Steven Glenn
  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; Member and Managing Director of WP LLC
Jeffrey A. Harris
  Partner of WP; Member and Managing Director of WP LLC
Stewart J. Hen
  Partner of WP; Member and Managing Director of WP LLC
William H. Janeway
  Partner of WP; Member and Senior Advisor of WP LLC
Julie A. Johnson Staples
  Partner of WP; Member and Managing Director 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
Kevin Kruse
  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
Sidney Lapidus
  Partner of WP; Member and Senior Advisor 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
Philip Mintz
  Partner of WP; Member and Managing Director of WP LLC
James Neary
  Partner of WP; Member and Managing Director of WP LLC
Bilge Ogut
  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; Member and Managing Director of WP LLC
Stan Raatz
  Partner of WP; Member and 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
John Shearburn
  Partner of WP; Member and Managing Director of WP LLC
Mimi Strouse
  Partner of WP; Member and Managing Director of WP LLC
Barry Taylor
  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
David J. Wenstrup
  Partner of WP; Member and Managing Director of WP LLC
Rosanne Zimmerman
  Partner of WP; Member and Managing Director of WP LLC

10


 

     
    PRESENT PRINCIPAL OCCUPATION IN ADDITION
    TO POSITION WITH WP, AND POSITIONS
NAME   WITH THE REPORTING ENTITIES
Pincus & Company 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***
   
 
*   New York limited liability company; primary activity is ownership interest in WP and WP LLC
 
**   New York limited partnership; primary activity is ownership interest in WP
 
***   Delaware limited partnership; primary activity is ownership interest in WP

11


 

MEMBERS OF WP LLC
     
    PRESENT PRINCIPAL OCCUPATION IN ADDITION
    TO POSITION WITH WP LLC, AND POSITIONS
NAME   WITH THE REPORTING ENTITIES
Joel Ackerman
  Member and Managing Director of WP LLC; Partner of WP
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
Sean D. Carney
  Member and Managing Director of WP LLC; Partner of WP
Julian Cheng (1)
  Member and Managing Director of WP LLC
Stephen John Coates (2)
  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
W. Bowman Cutter
  Member and Managing Director of WP LLC; Partner of WP
Cary J. Davis
  Member and Managing Director of WP LLC; Partner of WP
David W. Dorman
  Member and Senior Advisor of WP LLC; Partner of WP
Rajiv Ghatalia (1)
  Member and Managing Director of WP LLC
Steven Glenn
  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
E. Davisson Hardman
  Member and Managing Director of WP LLC; Partner of WP
Jeffrey A. Harris
  Member and Managing Director of WP LLC; Partner of WP
Stewart J. Hen
  Member and Managing Director of WP LLC; Partner of WP
William H. Janeway
  Member and Senior Advisor of WP LLC; Partner of WP
Julie A. Johnson Staples
  Member and Managing Director 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
Rajesh Khanna (3)
  Member and Managing Director of WP LLC
Henry Kressel
  Member and Managing Director of WP LLC; Partner of WP
David Krieger
  Member and Managing Director of WP LLC; Partner of WP
Kevin Kruse
  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
Sidney Lapidus
  Member and Senior Advisor of WP LLC; 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
Nicholas J. Lowcock (2)
  Member and Managing Director of WP LLC
Niten Malhan (3)
  Member and Managing Director of WP LLC
Philip Mintz
  Member and Managing Director of WP LLC; Partner of WP
James Neary
  Member and Managing Director of WP LLC; Partner of WP
Bilge Ogut
  Member and Managing Director of WP LLC; Partner of WP
Dalip Pathak
  Member and Managing Director of WP LLC; Partner of WP
Michael F. Profenius
  Member and Managing Director of WP LLC; Partner of WP
Leo Puri (3)
  Member and Managing Director of WP LLC
Stan Raatz
  Member and Managing Director of WP LLC; Partner of WP
Justin Sadrian
  Member and Managing Director of WP LLC; Partner of WP
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 (4)
  Member and Managing Director of WP LLC
John Shearburn
  Member and Managing Director of WP LLC; Partner of WP

12


 

     
    PRESENT PRINCIPAL OCCUPATION IN ADDITION
    TO POSITION WITH WP LLC, AND POSITIONS
NAME   WITH THE REPORTING ENTITIES
Mimi Strouse
  Member and Managing Director of WP LLC; Partner of WP
Chang Q. Sun (1)
  Member and Managing Director of WP LLC
Barry Taylor
  Member and Managing Director of WP LLC; Partner of WP
Christopher H. Turner
  Member and Managing Director of WP LLC; Partner of WP
Simon Turton (2)
  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
David J. Wenstrup
  Member and Managing Director of WP LLC; Partner of WP
Peter Wilson (2)
  Member and Managing Director of WP LLC
Jeremy S. Young (2)
  Member and Managing Director of WP LLC
Rosanne Zimmerman
  Member and Managing Director of WP LLC; Partner of WP
Pincus & Company LLC*
   
 
(1)   Citizen of Hong Kong
 
(2)   Citizen of United Kingdom
 
(3)   Citizen of India
 
(4)   Citizen of Canada
 
*   New York limited liability company; primary activity is ownership interest in WP and WP LLC
As of September 1, 2007

13

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