UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 10)
ADVANCED DRAINAGE SYSTEMS INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
00790R104
(CUSIP Number)
Sharlyn C. Heslam
Berkshire Partners Holdings LLC
200 Clarendon Street, 35th Floor
Boston, MA 02116
(617) 227-0050
with a copy to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(212) 574-1265
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 7, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note. Schedule 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 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, as amended ("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. 00790R104 | 13D | Page 2 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Partners LLC
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Massachusetts
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
1,968,728 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
1,968,728 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,968,728 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
2.4%*
| ||
| 14 |
Type of Reporting Person
IA
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 3 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Fund IX, L.P.
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
1,351,338 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
1,351,338 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,351,338 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
1.6%*
| ||
| 14 |
Type of Reporting Person
PN
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 4 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Fund IX-A, L.P.
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
553,573 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
553,573 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
553,573 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
0.7%*
| ||
| 14 |
Type of Reporting Person
PN
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 5 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Investors III LLC
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Massachusetts
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
32,736 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
32,736 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,736 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
Less than 0.1%*
| ||
| 14 |
Type of Reporting Person
OO
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 6 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Investors IV LLC
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
31,081 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
31,081 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,081 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
Less than 0.1%*
| ||
| 14 |
Type of Reporting Person
OO
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 7 of 17 |
| 1 |
Names of Reporting Persons
Stockbridge Fund, L.P.
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
1,268,275 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
1,268,275 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,268,275 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
1.5%*
| ||
| 14 |
Type of Reporting Person
PN
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 8 of 17 |
| 1 |
Names of Reporting Persons
Stockbridge Partners LLC
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
1,467,649 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
1,467,649 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,467,649
| ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
1.8%*
| ||
| 14 |
Type of Reporting Person
IA
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 9 of 17 |
| 1 |
Names of Reporting Persons
Berkshire Partners Holdings LLC
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
3,436,377 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
3,436,377 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,436,377 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
4.1%*
| ||
| 14 |
Type of Reporting Person
OO
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 10 of 17 |
| 1 |
Names of Reporting Persons
BPSP, L.P.
| ||
| 2 |
Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☑
| ||
| 3 |
SEC Use Only
| ||
| 4 |
Source of Funds
OO
| ||
| 5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
☐
| ||
| 6 |
Citizenship or Place of Organization
Delaware
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 |
Sole Voting Power
0
| |
| 8 |
Shared Voting Power
3,436,377 | ||
| 9 |
Sole Dispositive Power
0
| ||
| 10 |
Shared Dispositive Power
3,436,377 | ||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,436,377 | ||
| 12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| ||
| 13 |
Percent of Class Represented by Amount in Row (11)
4.1%*
| ||
| 14 |
Type of Reporting Person
PN
| ||
* Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
| CUSIP No. 00790R104 | 13D | Page 11 of 17 |
EXPLANATORY NOTE
This Amendment No. 10 ("Amendment No. 10") amends the Schedule 13D first filed on August 8, 2017, as amended on May 31, 2018, August 30, 2018, December 14, 2020, March 12, 2021, July 26, 2021, September 16, 2021, December 15, 2021, June 14, 2022 and August 18, 2022 (the "Schedule 13D"), and is being filed jointly by the following (each, a "Reporting Person" and collectively, the "Reporting Persons"): Berkshire Partners LLC ("BP" ), Berkshire Fund IX, L.P. ("BF IX" ), Berkshire Fund IX-A, L.P. ("BF IX-A" ), Berkshire Investors III LLC ("BI III"), Berkshire Investors IV LLC ("BI IV"), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Partners LLC ("SP"), BPSP, L.P. ("BPSP") and Berkshire Partners Holdings LLC ("BPH"). Unless otherwise indicated, all capitalized terms not used and not defined herein have the respective meanings provided to them in the Schedule 13D.
Certain of the Reporting Persons filed a statement on Schedule 13G on August 27, 2015, as amended on February 16, 2016 and February 14, 2017 (the "Original Schedule 13G") with the U.S. Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) of the Act and Rule 13d-1(c) thereunder, with respect to their ownership of the shares of Common Stock.
| CUSIP No. 00790R104 | 13D | Page 12 of 17 |
| Item 5. | Interest in Securities of the Issuer |
The twelfth paragraph of Item 5(a) and (b) is amended and restated in its entirety to read as follows:
Percentage calculations are based on the number of shares of Common Stock outstanding as of July 27, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly fiscal period ended June 30, 2022.
As disclosed in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, there were 83,571,171 shares of Common Stock issued and outstanding as of July 27, 2022. Accordingly, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 4.1% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:
| i. | BPH beneficially owns 4.1% of the Issuer's Common Stock. |
| ii. | BPSP beneficially owns 4.1% of the Issuer's Common Stock. |
| iii. | BP beneficially owns 2.4% of the Issuer's Common Stock. |
| iv. | SP beneficially owns 1.8% of the Issuer's Common Stock. |
| v. | BF IX beneficially owns 1.6% of the Issuer's Common Stock. |
| vi. | BF IX-A beneficially owns 0.7% of the Issuer's Common Stock. |
| vii. | SF beneficially owns 1.5% of the Issuer's Common Stock. |
| viii. | BI III beneficially owns less than 0.1% of the Issuer's Common Stock. |
| ix. | BI IV beneficially owns less than 0.1% of the Issuer's Common Stock. |
Item 5(c) is amended to add the following at the end thereof:
Annex A attached hereto sets forth the transactions in the Common Stock by the Reporting Persons that were effected during the 60-day period ended September 9, 2022 and that were not previously reported in the Schedule 13D. Except as described in this Item 5(c), the Reporting Persons have not effected any transactions in the Common Stock during the 60-day period ended September 9, 2022.
| CUSIP No. 00790R104 | 13D | Page 13 of 17 |
Annex A
Transactions in Common Stock
(Period From September 7, 2022 to September 9, 2022)
| Reporting Person | Date | Price Per Share | Number of Shares Purchased / (Sold) | Execution Type |
| SP | 9/7/2022 | $134.8763 | (6,265) (1) | NYSE |
| SP | 9/7/2022 | $135.4212 | (19,164) (2) | NYSE |
| SP | 9/8/2022 | $135.8729 | (1,376) (3) | NYSE |
| SP | 9/8/2022 | $136.8612 | (19,239) (4) | NYSE |
| SP | 9/8/2022 | $137.8545 | (11,275) (5) | NYSE |
| SP | 9/8/2022 | $138.6537 | (7,213) (6) | NYSE |
| SF | 9/7/2022 | $134.8763 | (67,650) (1) | NYSE |
| SF | 9/7/2022 | $135.4212 | (206,921) (2) | NYSE |
| SF | 9/8/2022 | $135.8729 | (14,624) (3) | NYSE |
| SF | 9/8/2022 | $136.8612 | (204,481) (4) | NYSE |
| SF | 9/8/2022 | $137.8545 | (119,841) (5) | NYSE |
| SF | 9/8/2022 | $138.6537 | (76,671) (6) | NYSE |
(1) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $134.00 to $134.9999. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $135.00 to $135.985. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $135.25 to $136.2499. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $136.25 to $137. 2499. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $137.25 to $138. 2499. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6) The price reported is a weighted average price. These shares were sold in multiple transactions within the range of $138.25 to $139.025. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Item 5(e) is amended in its entirely as follows:
As of September 9, 2022, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement
| CUSIP No. 00790R104 | 13D | Page 14 of 17 |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 9, 2022
| BERKSHIRE PARTNERS LLC | ||
| By: | BPSP, L.P., | |
| its managing member | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE FUND IX, L.P. | ||
| By: | Ninth Berkshire Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE FUND IX-A, L.P. | ||
| By: | Ninth Berkshire Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE INVESTORS IV LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE INVESTORS III LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
[Signature Page to Schedule 13D]
| CUSIP No. 00790R104 | 13D | Page 15 of 17 |
| STOCKBRIDGE FUND, L.P | ||
| By: | Stockbridge Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| STOCKBRIDGE PARTNERS LLC | ||
| By: | BPSP, L.P., | |
| its managing member | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE PARTNERS HOLDINGS LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BPSP, L.P. | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
[Signature Page to Schedule 13D]
| CUSIP No. 00790R104 | 13D | Page 16 of 17 |
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Advanced Drainage Systems, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.
Dated: September 9, 2022
| BERKSHIRE PARTNERS LLC | ||
| By: | BPSP, L.P., | |
| its managing member | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE FUND IX, L.P. | ||
| By: | Ninth Berkshire Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE FUND IX-A, L.P. | ||
| By: | Ninth Berkshire Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE INVESTORS IV LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE INVESTORS III LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
[Signature Page to Schedule 13D - Joint Filing Agreement]
| CUSIP No. 00790R104 | 13D | Page 17 of 17 |
| STOCKBRIDGE FUND, L.P. | ||
| By: | Stockbridge Associates LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| STOCKBRIDGE PARTNERS LLC | ||
| By: | BPSP, L.P., | |
| its managing member | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BERKSHIRE PARTNERS HOLDINGS LLC | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
| BPSP, L.P. | ||
| By: | Berkshire Partners Holdings LLC, | |
| its general partner | ||
| By: | /s/ Kenneth S. Bring | |
| Name: | Kenneth S. Bring | |
| Title: | Managing Director | |
[Signature Page to Schedule 13D - Joint Filing Agreement]