0001140361-19-003240.txt : 20190214 0001140361-19-003240.hdr.sgml : 20190214 20190214163838 ACCESSION NUMBER: 0001140361-19-003240 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: GREAT-WEST INVESTORS, LP GROUP MEMBERS: PUTNAM INVESTMENT HOLDINGS, LLC GROUP MEMBERS: PUTNAM INVESTMENTS EMPLOYEES SECURITIES CO III LLC GROUP MEMBERS: THL COINVESTMENT PARTNERS, L.P. GROUP MEMBERS: THL OPERATING PARTNERS, L.P. GROUP MEMBERS: THOMAS H. LEE EQUITY FUND VI, L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. GROUP MEMBERS: THOMAS H. LEE PARALLEL FUND VI, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE DEPOT INC CENTRAL INDEX KEY: 0000800240 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 592663954 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39925 FILM NUMBER: 19607361 BUSINESS ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 BUSINESS PHONE: 561-438-4800 MAIL ADDRESS: STREET 1: 6600 NORTH MILITARY TRAIL CITY: BOCA RATON STATE: FL ZIP: 33496 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER COMPANY: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 SC 13G/A 1 formsc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Amendment No. 2)*

Under the Securities Exchange Act of 1934

OFFICE DEPOT INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

676220106
(CUSIP Number)

November 8, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)

 
☒
Rule 13d-1(c)

 
☐
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 the disclosures provided in a prior cover page.

The information required in 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.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Thomas H. Lee Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Thomas H. Lee Equity Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Thomas H. Lee Parallel Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Thomas H. Lee Parallel (DT) Fund VI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
THL Coinvestment Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
THL Operating Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Great-West Investors, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON*
 
 
PN
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Putnam Investments Employees’ Securities Company III LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

CUSIP NO.  676220106
13G
 

1
NAME OF REPORTING PERSON
 
 
Putnam Investment Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
-0-
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
-0-
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
-0-
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
 
0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

CUSIP NO.  676220106
13G
 

Item 1 (a).
Name of Issuer:

Office Depot Inc.

Item 1 (b).
Address of Issuer’s Principal Executive Offices:

6600 North Military Trail
Boca Raton, FL 33496

Item 2 (a).
Name of Person Filing:

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) Thomas H. Lee Advisors, LLC, a Delaware limited liability company (“Advisors”); (2) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (3) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (4) Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (5) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (6) THL Operating Partners, L.P., a Delaware limited partnership (“THL Operating”); (7) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (8) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”); (9) Putnam Investment Holdings, LLC, a Delaware limited liability company (“Putnam”).  Entities (1) through (6) are referred to as the “THL Entities”.

Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI and THL Operating.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam, which in turn is the managing member of Putnam III.

Item 2 (b).
Address of Principal Business Office or, if none, Residence:

For the THL Entities:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110

For Great West:
Great-West Investors, L.P.
8515 East Orchard Road, 3T2
Greenwood Village, CO  80111

For Putnam and Putnam III:
c/o Putnam Investments, LLC
100 Federal Street,
Boston, MA 02110

CUSIP NO.  676220106
13G
 

Item 2 (c).
Citizenship:

Thomas H. Lee Advisors, LLC – Delaware
Thomas H. Lee Equity Fund VI, L.P. – Delaware
Thomas H. Lee Parallel Fund VI, L.P. – Delaware
Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware
THL Coinvestment Partners, L.P. – Delaware
THL Operating Partners, L.P. – Delaware
Great-West Investors, LP – Delaware
Putnam Investment Holdings, LLC – Delaware
Putnam Investments Employees’ Securities Company III LLC – Delaware

Item 2 (d).
Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2 (e).
CUSIP Number:

676220106

Item 3.
Not Applicable

Item 4
Ownership

Item 4 (a)
Amount Beneficially Owned

This Schedule 13G is being filed on behalf of the Reporting Persons.  As of the date hereof, the Reporting Persons beneficially own zero (0) shares of the Issuer’s Common Stock.

Item 4 (b)
Percent of Class

See Item 4(a) hereof

Item 4 (c)
Number of Shares as to which Such Person has:

  (i)
Sole power to vote or to direct the vote:
See Item 5 of each cover page


 (ii)
Shared power to vote or to direct the vote:
See Item 6 of each cover page


 (iii)
Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page


 (iv)
Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page

CUSIP NO.  676220106
13G
 

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 reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.  Other than set forth herein, no knowledge of anyone owning 5% or more.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not Applicable.

Item 8.
Identification and Classification of Members of the Group

See Item 4(a) above.

Item 9.
Notice of Dissolution of Group

Not Applicable.

Item 10.
Certification

(c)  By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
THOMAS H. LEE ADVISORS, LLC
     
 
By: THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
THOMAS H. LEE EQUITY FUND VI, L.P.
     
 
By:
THL Equity Advisors VI, LLC,
its general partner
 
By:
Thomas H. Lee Partners, L.P., its sole member
 
By:
Thomas H. Lee Advisors, LLC, its general partner
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
THOMAS H. LEE PARALLEL FUND VI, L.P.
     
 
By:
THL Equity Advisors VI, LLC,
   
its general partner
 
By:
Thomas H. Lee Partners, L.P., its sole member
 
By:
Thomas H. Lee Advisors, LLC, its general partner
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
     
 
By:
THL Equity Advisors VI, LLC, its general partner
 
By:
Thomas H. Lee Partners, L.P., its sole member
 
By:
Thomas H. Lee Advisors, LLC, its general partner
 
By:
THL Holdco, LLC, its managing member

 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
THL COINVESTMENT PARTNERS, L.P.
     
 
By:
Thomas H. Lee Partners, L.P., its general partner
 
By:
Thomas H. Lee Advisors, LLC, its general partner
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
THL OPERATING PARTNERS, L.P.
     
 
By:
Thomas H. Lee Partners, L.P., its general partner
 
By:
Thomas H. Lee Advisors, LLC, its general partner
 
By:
THL Holdco, LLC, its managing member
     
 
By:
 /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019
GREAT-WEST INVESTORS, LP
   
 
By:
Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By:
THL Holdco, LLC, its managing member

 
By:
/s/ Charles P. Holden
 
Name: Charles P. Holden
 
Title: Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
PUTNAM INVESTMENT HOLDINGS, LLC
     
 
By:
Putnam Investments, LLC, its managing member
 
By:
Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2019
PUTNAM INVESTMENTS EMPLOYEES’
 
SECURITIES COMPANY III, LLC
   
 
By:
Putnam Investment Holdings, LLC, its managing member
 
By:
Putnam Investments, LLC, its managing member
 
By:
Thomas H. Lee Advisors, LLC, its attorney-in-fact
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name: Charles P. Holden
   
Title:   Managing Director

Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G


The undersigned hereby agree as follows:

(i)  Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii)  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2019
  

     
 
THOMAS H. LEE ADVISORS, LLC
     
  By:
THL Holdco, LLC, its managing member
     
  By: /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director

 
THOMAS H. LEE EQUITY FUND VI, L.P.
     
  By:
THL Equity Advisors VI, LLC, its general partner
  By:
Thomas H. Lee Partners, L.P., its sole member
  By:
Thomas H. Lee Advisors, LLC, its general partner
  By:
THL Holdco, LLC, its managing member
     
  By:
/s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director

 
THOMAS H. LEE PARALLEL FUND VI, L.P.
     
  By:
THL Equity Advisors VI, LLC, its general partner
  By:
Thomas H. Lee Partners, L.P., its sole member
  By:
Thomas H. Lee Advisors, LLC, its general partner
  By:
THL Holdco, LLC, its managing member
     
  By:
/s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director

 
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
     
  By:
THL Equity Advisors VI, LLC, its general partner
  By:
Thomas H. Lee Partners, L.P., its sole member
  By:
Thomas H. Lee Advisors, LLC, its general partner
  By:
THL Holdco, LLC, its managing member
     
  By:
/s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director

 
THL COINVESTMENT PARTNERS, L.P.
     
  By:
Thomas H. Lee Partners, L.P., its general partner
  By:
Thomas H. Lee Advisors, LLC, its general partner
  By:
THL Holdco, LLC, its managing member
     
  By: /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director
     
 
THL OPERATING PARTNERS, L.P.
     
  By:
Thomas H. Lee Partners, L.P., its general partner
  By:
Thomas H. Lee Advisors, LLC, its general partner
  By:
THL Holdco, LLC, its managing member
     
  By: /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director
     
 
GREAT-WEST INVESTORS, LP
     
  By: 
Thomas H. Lee Advisors, LLC, its attorney-in-fact
  By: 
THL Holdco, LLC, its managing member
     
  By:  /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director
     
 
Putnam Investment Holdings, LLC
     
  By: 
Putnam Investments, LLC, its managing member
  By: 
Thomas H. Lee Advisors, LLC, its attorney-in-fact
  By: 
THL Holdco, LLC, its managing member
     
  By:  /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title:
Managing Director
     
 
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
     
  By: 
Putnam Investment Holdings, LLC, its managing member
  By: 
Putnam Investments, LLC, its managing member
  By: 
Thomas H. Lee Advisors, LLC, its attorney-in-fact
  By: 
THL Holdco, LLC, its managing member
     
  By:  /s/
Charles P. Holden
  Name:
Charles P. Holden
  Title: 
Managing Director