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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NATIONAL PENN BANCSHARES, INC. (Name of Issuer) (Title of Class of Securities) 63713810 SCOTT A. ARENARE, ESQ. 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 § 240.13d-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). 1 NAME OF REPORTING PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 7 SOLE VOTING POWER 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON † The information set forth in Items 4, 5 and 6 is incorporated herein by reference. ‡ Consists of 10,462,810 shares of common stock, without par value (the “Common Stock”), of National Penn Bancshares, Inc. (“National Penn”) that Warburg Pincus Private Equity X, L.P. (“WP X”) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the “First Closing”). Does not include
the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Common Stock (without par value)
(CUSIP Number)
Managing Director and General Counsel
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 878-0600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
Copy to:
MATTHEW M. GUEST, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NY 10019
(212) 403-1000
October 5, 2010
(Date of Event Which Requires Filing of This Statement)
Warburg Pincus Private Equity X, L.P.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
26-0849130
(a) o
(b) þ
WC
o
Delaware
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
0
10,462,810 †‡
0
10,462,810 †‡
10,462,810 †‡
o
7.66%*
PN
1
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 2 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 3 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 4 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 5 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 6 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 7 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 8 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 9 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 10 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 11 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 12 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 13 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 14 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 15 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 16 -
1 |
NAME OF REPORTING PERSONS | |||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
3 |
SEC USE ONLY
| |||
4 |
SOURCE OF FUNDS | |||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | |||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
NUMBER OF |
7 |
SOLE VOTING POWER | ||
8 |
SHARED VOTING POWER | |||
9 |
SOLE DISPOSITIVE POWER | |||
10 |
SHARED DISPOSITIVE POWER | |||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |||
14 |
TYPE OF REPORTING PERSON | |||
The information set forth in Items 4, 5 and 6 is incorporated herein by reference.
Consists of 10,462,810 shares of common stock, no par value (the Common Stock), of National Penn Bancshares, Inc. (National Penn) that Warburg Pincus Private Equity X, L.P. (WP X) has agreed to purchase from National Penn pursuant to an Investment Agreement dated October 5, 2010, as described in Item 4 hereof, within ten business days of the execution of the Investment Agreement (the First Closing). Does not include the 14,330,579 shares of Common Stock that WP X has agreed to purchase from National Penn pursuant to the Investment Agreement following receipt of required regulatory approvals and satisfaction of certain other conditions, as described in Item 4 hereof (the Second Closing).
- 17 -
* Calculation is based on the total number of shares of Common Stock, including 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued by National Penn pursuant to the Investment Agreement.
- 18 -
Information in respect of each Warburg Pincus Reporting Person (as defined below) is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.
Item 1. Security and Issuer
This statement on Schedule 13D (this Statement) relates to the common stock, no par value (the Common Stock), of National Penn Bancshares, Inc., a Pennsylvania corporation (National Penn). The principal executive offices of National Penn are located at Reading & Philadelphia Avenues, Boyertown, Pennsylvania, 19512.
Item 2. Identity and Background
(a) This Statement is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, WP X), Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X (WP X LP), Warburg Pincus X, LLC, a Delaware limited liability company and the general partner of WP X LP (WP X LLC), Warburg Pincus Partners, LLC, a New York limited liability company and the sole member of WP X LLC (WP Partners), Warburg Pincus & Co., a New York general partnership and the managing member of WP Partners (WP), Warburg Pincus LLC, a New York limited liability company that manages WP X (WP LLC), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC (each of the foregoing, a Reporting Person, and collectively, the Warburg Pincus Reporting Persons). The agreement among the Warburg Pincus Reporting Persons to file this Statement 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.
(b) 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, which is incorporated herein by reference.
(c) The principal business of WP X is that of making private equity and related investments. The principal business of WP X LP is acting as general partner of WP X. The principal business of WP X LLC is acting as general partner of WP X LP. The principal business of WP Partners is acting as general partner to certain private equity funds and as the sole member of WP X LLC. The principal business of WP is acting as the managing member of WP Partners. The principal business of WP LLC 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. The principal occupation of each of the general partners of WP and the members and managing directors of WP L LC is set forth on Schedule I hereto, which is incorporated herein by reference.
(d) During the last five years, none of the Warburg Pincus Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor, to the knowledge of the Warburg Pincus Reporting Persons, have any of the partners, members or managing directors named on Schedule I.
(e) During the last five years, none of the Warburg Pincus Reporting Persons nor, to the knowledge of the Warburg Pincus Reporting Persons, any of the partners, members and managing directors named on Schedule I, has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as 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.
(f) Messrs. Kaye and Landy are citizens of the United States of America, and except as otherwise indicated on Schedule I, each of the individuals referred to on Schedule I hereto is a citizen of the United States of America.
- 19 -
Item 3. Source and Amount of Funds or Other Consideration
As more fully described in Item 4 below, on October 5, 2010, National Penn and WP X entered into an Investment Agreement (the Investment Agreement). Pursuant to the Investment Agreement, WP X agreed to purchase within ten business days of the execution of the Investment Agreement, 10,462,810 shares of Common Stock (the First Closing Securities) for an aggregate purchase price of $63.3 million in cash. Furthermore, subject to the terms and conditions of the Investment Agreement, WP X has agreed to purchase an additional 14,330,579 shares of Common Stock (the Second Closing Securities) for an aggregate purchase price of $86.7 million in cash. The funds to be used by WP X to purchase the First Closing Securities and the Second Closing Securities will be obtained from working capital. The total investment WP X expects to make for the purchase of the First Closing Securities and the Second Closing Securities pursuant to the Investment Agreement is $150 million.
Item 4. Purpose of the Transaction
WP X agreed to purchase the First Closing Securities in the ordinary course of business because of the belief that the Common Stock represents an attractive investment. The Warburg Pincus Reporting Persons beneficially own the Common Stock as an investment. Subject to the limitations described below in this Item 4, the Warburg Pincus Reporting Persons from time to time may decide to increase or decrease their investment in National Penn through shares of Common Stock or other capital stock of National Penn in open market or private transactions or otherwise. The timing and amount of any such increase or decrease may depend upon the price and availability of shares of National Penns capital stock, subsequent developments affecting National Penn, National Penns business and prospects, other investment and business opportunities available to the Warburg Pincus Reporting Per sons, general stock market and economic conditions, tax considerations and other factors considered relevant.
The Investment Agreement
On October 5, 2010, WP X entered into the Investment Agreement with National Penn, pursuant to which WP X agreed, subject to the terms and conditions of the Investment Agreement, to invest $150 million in National Penn through a direct purchase of newly issued common stock (the Investment). Under the terms of the Investment Agreement, WP X agreed to purchase in the aggregate 24,793,389 shares of Common Stock.
The Investment Agreement contemplates that within ten business days of the execution of the agreement, WP X will purchase 10,462,810 shares of Common Stock, in exchange for a cash payment to National Penn of $63.3 million. WP X has agreed to purchase an additional 14,330,579 shares of Common Stock on the date necessary regulatory approvals are received (including the approval of a notice filed pursuant to the Change in Bank Control Act of 1978, as amended, and confirmation from the Board of Governors of the Federal Reserve System that WP X shall not be deemed to control National Penn for purposes of the Bank Holding Company Act of 1956, as amended, by reason of the consummation of the transactions contemplated by the Investment Agreement) and certain other conditions in the Investment Agreement are satisfied (the Second Closing).
The following is a description of the material terms of the Investment Agreement:
Board Representation. Pursuant to the Investment Agreement, WP X will be entitled to maintain a representative on the Board of Directors of National Penn (the Board) for so long as it beneficially owns 9.9% or more of outstanding shares of Common Stock. WP X is also entitled to designate an observer who may attend Board meetings for so long as WP X beneficially owns 4.9% or more, but less than 9.9%, of outstanding shares of Common Stock.
Effect of a Change in Control. Pursuant to the terms of the Investment Agreement, National Penn shall not directly or indirectly effect, or cause to be effected, any transaction with a third party that would reasonably be expected to result in a Change in Control (as defined in the Investment Agreement) unless such third party shall have provided prior assurance in writing to WP X that the terms of the Investment Agreement shall be fully performed. In the event that a Change in Control of National Penn occurs prior to the Second Closing, WP X shall maintain the right under the Investment Agreement to acquire the Second Closing Securities (or such shares of stock or other securities or property, including cash, into which the Second Closing Securities may have become exchangeable as a result of such Change in Control), as if the Second Closing had occurred immediately prior to such Change in Control.
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Certain Restrictions. The Investment Agreement places certain restrictions on the ability of WP X and its affiliates to transact in the securities of National Penn without the prior written approval of National Penn until such time as WP X no longer owns 9.9% of the outstanding shares of Common Stock. Such restrictions include the ability of WP X to (1) acquire (or offer, agree or propose to acquire) beneficial ownership of any voting securities of National Penn in excess of 24.9% of the outstanding shares of a class of voting securities of National Penn as calculated under applicable regulations of the Board of Governors of the Federal Reserve System (the Federal Reserve); (2) make or participate in an y solicitation of proxies or consents to vote, or seek to advise or influence any person or entity with respect to the voting of any voting securities of National Penn or any subsidiary of National Penn; (3) call a meeting of the stockholders of National Penn, or seek, propose or act to influence or control the management, the Board or policies of National Penn; (4) enter into or agree, offer, propose or seek to enter into any acquisition, merger or other business combination relating to all or part of National Penn or any of its subsidiaries or any acquisition for all or part of the assets of National Penn or any of its subsidiaries or any of their respective businesses; and certain other restrictions.
Transfer Restrictions. WP X may transfer any and all shares of Common Stock acquired pursuant to the Investment Agreement (including the Common Stock reported in this Statement); provided that prior to October 5, 2011, WP X may not transfer without the prior approval of a majority of independent directors of National Penn such shares of Common Stock in one or more transactions, to any person or group if such person or group would collectively own more than 4.9% of the outstanding voting power of National Penn or more than 4.9% of any class of voting securities of National Penn. This restriction will not apply to any transfer in a broadly distributed offering c onducted by an independent broker-dealer that involves only sales to institutional investors. The restriction also ceases to apply if National Penn enters into a definitive agreement, the consummation of which would result in a Change in Control, or if any person commences and does not withdraw a bona fide public tender or exchange offer, which, if consummated, would result in a Change in Control.
Termination of Obligation to Effect the Second Closing. The obligations of National Penn and WP X to effect the Second Closing may be terminated at any time prior to the Second Closing (i) by mutual written agreement of the parties, (ii) by National Penn or WP X in the event that the Second Closing does not occur on or before September 30, 2011, (iii) by National Penn or WP X in the event a governmental entity issues any final non-appealable order or takes any action restraining or prohibiting any of the transactions contemplated by the Investment Agreement, (iv) by WP X (A) if advised by the Federal Reserve that WP X will not receive the confirmation required by WP X to proceed with the Second Closing or (B) if a Change in Control of National Penn occurs prior to the Second Closing.&nbs p; Both National Penn and WP X have agreed to use reasonable best efforts to obtain necessary regulatory approvals in connection with the transactions contemplated by the Investment Agreement.
The foregoing summary of the Investment Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Investment Agreement, attached hereto as Exhibit 2, and incorporated herein by reference.
Additional Disclosure
Except as set forth herein, none of the Warburg Pincus Reporting Persons nor, to the best of their knowledge, any person listed in Schedule I, has any plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of October 5, 2010, WP X may be deemed to beneficially own 10,462,810 shares of Common Stock, which it has agreed to purchase from National Penn. Such number represents approximately 7.66% of the outstanding shares of Common Stock (based on 126,115,074 shares of Common Stock outstanding as of the close of business on September 30, 2010 (according to information provided by National Penn) and 10,462,810 shares of Common Stock to be issued to WP X at the First Closing). The Warburg Pincus Reporting Persons do not expect to have the right to acquire beneficial ownership of additional shares of Common Stock within sixty days by virtue of WP Xs agreement, subject to the terms and conditions of the Investment Agreement, to purchase an additional 14,330,579 shares of Common Stock in the Second Closing as described in Item 4.
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Due to their respective relationships with WP X and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 10,462,810 shares of Common Stock. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, Messrs. Kaye and Landy and the individuals listed on Schedule I hereto disclaims beneficial ownership of the shares of Common Stock in which WP X has beneficial ownership, except to the extent of any indirect pecuniary interest therein. Except as described in this Item 5(a), no person listed in Item 2 of this Statement is a beneficial owner of the Common Stock in which WP X has beneficial ownership.
(b) See Item 5(a) above.
(c) On October 5, 2010, WP X entered into the Investment Agreement with National Penn. The Investment Agreement contemplates that WP X will purchase within ten business days of the execution of the Investment Agreement, 10,462,810 shares of Common Stock, for an aggregate purchase price of $63.3 million. As described in Item 4, the Warburg Pincus Reporting Persons do not expect to have the right to acquire beneficial ownership of additional shares of Common Stock within sixty days by virtue of WP Xs agreement, subject to the terms and conditions of the Investment Agreement, to purchase an additional 14,330,579 shares of Common Stock in the Second Closing as described in Item 4. Descriptions of the investment by WP X and of the securities related thereto are included in Item 4 of this Statement. P>
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The responses set forth in Item 4 hereof are incorporated by reference in their entirety.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Warburg Pincus Reporting Persons have entered into an agreement on October 15, 2010, with respect to the joint filing of this Statement and any amendment or amendments hereto (the Joint Filing Agreement). The Joint Filing Agreement is attached hereto as Exhibit 1 and incorporated herein by reference.
Except as referenced above or as described in Item 4 hereof, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of National Penn.
Item 7. Material To Be Filed as Exhibits
Exhibit 1 |
Joint Filing Agreement, dated as of October 15, 2010, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X, L.P., Warburg Pincus X, LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy |
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Exhibit 2 |
Investment Agreement, dated as of October 5, 2010, by and between National Penn Bancshares, Inc. and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.1 to National Penn Bancshares, Inc.s Current Report on Form 8-K, filed on October 6, 2010) |
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: October 15, 2010
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
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
By: /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
By: /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
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
CHARLES R. KAYE
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact*
JOSEPH P. LANDY
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact**
* Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
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INDEX OF EXHIBITS
Exhibit 1 |
Joint Filing Agreement, dated as of October 15, 2010, by and among Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Warburg Pincus X, L.P., Warburg Pincus X, LLC, Warburg Pincus Partners, LLC, Warburg Pincus & Co., Warburg Pincus LLC, Charles R. Kaye and Joseph P. Landy |
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Exhibit 2 |
Investment Agreement, dated as of October 5, 2010, by and between National Penn Bancshares, Inc. and Warburg Pincus Private Equity X, L.P. (incorporated by reference to Exhibit 10.1 to National Penn Bancshares, Inc.s Current Report on Form 8-K, filed on October 6, 2010) |
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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
NAME |
PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS 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 |
Kenneth Juster |
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 |
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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 |
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
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MEMBERS OF WP LLC
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS 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 |
Kenneth Juster |
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 |
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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 |
Christopher H. Turner |
Member and Managing Director of WP LLC; Partner of WP |
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 October 1, 2010
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EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Date: October 15, 2010
WARBURG PINCUS PRIVATE EQUITY X, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
WARBURG PINCUS X PARTNERS, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X, LLC, its general partner
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
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
By: /s/ Scott A. Arenare
Name: Scott A. Arenare
Title: Partner
1
WARBURG PINCUS X, LLC
By: Warburg Pincus Partners, LLC, its sole member
By: Warburg Pincus & Co., its managing member
By: /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
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
CHARLES R. KAYE
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact
JOSEPH P. LANDY
By: /s/ Scott A. Arenare
Scott A. Arenare, Attorney-in-fact
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