|
UNITED STATES |
|
|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, DC 20549 |
|
|
|
|
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
YODLEE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98600P 20 1
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* 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. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
CUSIP No. 98600P 20 1 |
13G |
| |||||
| |||||||
|
1 |
Name of Reporting Persons | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Citizenship or Place of Organization | |||||
|
|
| |||||
Number of |
5 |
Sole Voting Power | |||||
| |||||||
6 |
Shared Voting Power | ||||||
| |||||||
7 |
Sole Dispositive Power | ||||||
| |||||||
8 |
Shared Dispositive Power | ||||||
| |||||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
| |||||||
|
11 |
Percent of Class Represented by Amount in Row 9 | |||||
| |||||||
|
12 |
Type of Reporting Person | |||||
(1) Calculations are based upon 29,231,720 shares of common stock of the Issuer outstanding as of October 31, 2014, as stated in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on November 12, 2014.
SCHEDULE 13G
Item 1(a) |
Name of Issuer. | ||
Item 1(b) |
Address of Issuers Principal Executive Offices. | ||
| |||
Item 2(a) |
Name of Person Filing.
Each of Messrs. Kaye and Landy, together with the WP VIII Funds, WP VIII Investors GP, WPP GP, WP Partners, WP GP LLC, WP LLC and WP are collectively referred to herein as the Warburg Pincus Reporting Persons. | ||
Item 2(b) |
Address of Principal Business Office. | ||
Item 2(c) |
Citizenship. | ||
Item 2(d) |
Title of Class of Securities. | ||
Item 2(e) |
CUSIP Number. | ||
| |||
Item 3 |
If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a: | ||
|
|
x |
Not Applicable |
|
(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8); |
|
(e) |
o |
An investment adviser in accordance with §240.13d1(b)(1)(ii)(E); |
|
(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F); |
|
(g) |
o |
A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G); |
|
(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3); |
|
(j) |
o |
A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
|
(k) |
o |
Group, in accordance with §240.13d1(b)(1)(ii)(K). |
Item 4 |
Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
7,908,536 shares of Common Stock are held directly by WP VIII. 229,237 shares of Common Stock are held directly by WP VIII Netherlands. 22,918 shares of Common Stock are held directly by WP VIII Investors.
WP VIII Investors GP is the general partner of WP VIII Investors. WPP GP is the general partner of WP VIII Investors GP. WP Partners is the general partner of WP VIII and WP VIII Netherlands and the managing member of WPP GP. WP GP LLC is the general partner of WP Partners. WP is the managing member of WP GP LLC. WP LLC is the manager of the WP VIII Funds. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock, other than the shares of Common Stock owned of record by such Warburg Pincus Reporting Person. | |
| |
Item 5 |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o. | |
| |
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person. |
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. | |
| |
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Inapplicable. | |
| |
Item 8 |
Identification and Classification of Members of the Group. |
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the Exchange Act). The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock, other than the shares of Common Stock owned of record by such Warburg Pincus Reporting Person. | |
| |
Item 9 |
Notice of Dissolution of Group. |
Inapplicable. |
Item 10 |
Certification. |
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.
|
WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners, L.P., its General Partner By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII C.V. I By: Warburg Pincus Partners, L.P., its General Partner By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WP-WPVIII INVESTORS, L.P. By: WP-WPVIII Investors GP L.P., its General Partner By: WPP GP LLC, its General Partner By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WP-WPVIII INVESTORS GP L.P. By: WPP GP LLC, its General Partner By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WPP GP LLC, By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS & CO. By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS LLC By: Name: /s/ Robert B. Knauss Title: Managing Director |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
CHARLES R. KAYE By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact*** |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
JOSEPH P. LANDY By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact*** |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
***The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned each agree that (i) the statement on Schedule 13G relating to the common stock of Yodlee, Inc., a Delaware corporation, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of February 11, 2015.
JOINT FILERS SIGNATURES
Date: February 11, 2015
WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners, L.P., its General Partner By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII C.V. I By: Warburg Pincus Partners, L.P., its General Partner By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WP-WPVIII INVESTORS, L.P. By: WP-WPVIII Investors GP L.P., its General Partner By: WPP GP LLC, its General Partner By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WP-WPVIII INVESTORS GP L.P. By: WPP GP LLC, its General Partner By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WPP GP LLC, By: Warburg Pincus Partners, L.P., its Managing Member By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS PARTNERS, L.P. By: Warburg Pincus Partners GP LLC, its General Partner By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
WARBURG PINCUS PARTNERS GP LLC By: Warburg Pincus & Co., its Managing Member By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS & CO. By: Name: /s/ Robert B. Knauss Title: Partner |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
WARBURG PINCUS LLC By: Name: /s/ Robert B. Knauss Title: Managing Director |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
CHARLES R. KAYE By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact*** |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
|
|
|
JOSEPH P. LANDY By: Name: /s/ Robert B. Knauss Title: Attorney-in-Fact*** |
|
02/11/2015 |
**Signature of Reporting Person |
|
Date |
***The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.