-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ebn+t6ZgPCU+W7qz13dlLW3i9bXtISzlae+fOGez8mNUtjjIPZvPH6vZ+a1tBMqa w1WOLOv8w2dAonI16DOWpA== 0000950172-97-000215.txt : 19970317 0000950172-97-000215.hdr.sgml : 19970317 ACCESSION NUMBER: 0000950172-97-000215 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970314 SROS: NASD GROUP MEMBERS: GENERAL ACCIDENT EXECUTOR AND TRUSTEE COMPANY LIMITED GROUP MEMBERS: HSBC EQUITY LIMITED GROUP MEMBERS: HSBC HOLDINGS PLC GROUP MEMBERS: HSBC INVESTMENT BANK HOLDINGS PLC GROUP MEMBERS: HSBC INVESTMENT BANK PLC GROUP MEMBERS: HSBC PRIVATE EQUITY EUROPE LIMITED, GROUP MEMBERS: HSBC PRIVATE EQUITY INVESTMENTS LTD GROUP MEMBERS: LLOYDS DEVELOPMENT CAPITAL LIMITED GROUP MEMBERS: MSS NOMINEES LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUINTILES TRANSNATIONAL CORP CENTRAL INDEX KEY: 0000919623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561714315 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47549 FILM NUMBER: 97556628 BUSINESS ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 BUSINESS PHONE: 9199412000 MAIL ADDRESS: STREET 1: 4709 CREEKSTONE DR STREET 2: STE 300 CITY: DURHAM STATE: NC ZIP: 27703-8411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HSBC PRIVATE EQUITY INVESTMENTS LTD CENTRAL INDEX KEY: 0001028352 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VINTNER'S PLACE, 68 UPPER THAMES ST STREET 2: LONDON EC4V 3BJ CITY: ENGLAND BUSINESS PHONE: 011441713369934 MAIL ADDRESS: STREET 1: 919 THIRD AVENUE NEW YORK CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 QUINTILES TRANSNATIONAL CORP. --------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE --------------------------------------- (Title of Class of Securities) 748767 10 0 --------------------------------------- (CUSIP Number) Richard L. Muglia Skadden, Arps, Slate, Meagher & Flom LLP 25 Bucklersbury London EC4N 8DA England ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 12, 1997 ------------------------------------------------------ (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Private Equity Investments Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Equity Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Private Equity Europe Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Investment Bank plc 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO, IV SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Investment Bank Holdings plc 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO, HC SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HSBC Holdings plc 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO, HC SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyds Development Capital Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER 127,204 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 127,204 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 127,204 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON MSS Nominees Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 748767 10 0 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Accident Executor and Trustee Company Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION England 7 SOLE VOTING POWER 0 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO This amendment No.1 (the "Amendment") amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on December 9, 1996, by HSBC Private Equity Investments Limited, HSBC Equity Limited, HSBC Private Equity Europe Limited, HSBC Investment Bank plc, HSBC Investment Bank Holdings plc, HSBC Holdings plc, Lloyds Development Capital Limited, MSS Nominees Limited, and General Accident Executor and Trustee Company Limited (together, the "Reporting Persons"), with respect to the shares of common stock, par value $0.01 per share ("Shares"), of Quintiles Transnational Corp., a North Carolina corporation (the "Company"). Unless otherwise stated herein, all capitalized terms used herein shall have the meaning ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and supplemented by adding the following after the last paragraph: In accordance with the terms of the Registration Rights Agreement and the Orderly Marketing Agreement, the Company has filed (i) a registration statement on Form S-3 under the Securities Act on February 7, 1997 (File No. 333- 21393), registering 4,600,000 Shares, which registration statement was amended by Amendment No.1 on February 12, 1997, and was declared effective on March 6, 1997, and (ii) a registration statement pursuant to Rule 462(b) under the Securities Act, increasing the amount of the Shares registered by 920,000 Shares, on March 6, 1997 (File No. 333-22921), which became effective upon filing (registration statements Nos. 333-213393 and 333-22921, as amended, collectively, the "Registration Statements"), registering an aggregate of 5,520,000 Shares, including the Shares owned by the Reporting Persons, to be sold in connection with a public offering (the "Offering") pursuant to the Underwriting Agreement (U.S. Version)(the "U.S. Underwriting Agreement") and the Underwriting Agreement (International Version)(the "International Agreement" and together with the U.S. Underwriting Agreement, the "Underwriting Agreements"), each dated as of March 6, 1997, by and among the Company, the selling shareholders named therein, including Reporting Persons (the "Selling Shareholders"), and the underwriters named therein (the "Underwriters"). Pursuant to each of the U.S. Underwriting Agreement and the International Underwriting Agreement, the Selling Shareholders agreed to sell, and the Underwriters agreed to purchase, up to 3,840,000 Shares and 960,000 Shares, respectively, and, at the election of the Underwriters, additional 576,000 Shares and 144,000 Shares, respectively, subject to the terms and conditions of each of the Underwriting Agreements. A copy of each of the Underwriting Agreements is included as Exhibit 1.01 and Exhibit 1.02, respectively, to the Registration Statements. The Company and the Reporting Persons have agreed, pursuant to a Lock-Up Agreement entered into as of February 9, 1997 (the "Lock-Up Agreement"), a copy of which is attached hereto as Exhibit 3 that, during the period beginning from the date of the Lock-Up Agreement and continuing to and including the date 90 days after the date of the prospectus relating to the Offering, they will not offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option plans existing, or on the conversion or exchange of convertible or exchangeable securities outstanding, on the date of such prospectus) which are substantially similar to the Shares or which are convertible into or exchangeable for securities which are substantially similar to the Shares, without the prior written consent of Goldman, Sachs & Co., except for the Shares offered in connection with the Offering. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is amended and supplemented by adding the following after the last paragraph: Pursuant to the terms of the Underwriting Agreements, at the closing of the Offering in New York, New York, on March 12, 1997, each of the Reporting Persons sold to the Underwriters at the price of $60.355 per Share, the following amount of Shares, respectively: HSBC Private Equity Investments Limited 1,943,168 Lloyds Development Capital Limited 300,000 MSS Nominees Limited (778170 140,467 MSS Nominees Limited (778549) 561,948 MSS Nominees Limited (778392) 47,748 MSS Nominees Limited (778979) 62,746 General Accident Executor and Trustee Company Limited (H715) 187,316 General Accident Executor and Trustee Company Limited (H716) 46,848 As the result of the Offering, the Reporting Persons, as a group, ceased to be beneficial owners of more than five percent of Shares, as of March 12, 1997. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and restated in its entirety as follows: In connection with the Offering, each of the Reporting Persons entered into a Power of Attorney, each dated February 27, 1997, appointing each of Ian M. Forrest and Christopher M. Masterson severally as attorneys-in-fact, to take actions and execute documents, including the Underwriting Agreements, on behalf of such Reporting Person relating to the sale of the Shares owned by such Reporting Person. Each of the Reporting Persons also entered into a Custody Agreement, each dated February 27, 1997, with First Union National Bank of North Carolina, as custodian, whereby each Reporting Person deposited with the custodian the share certificates representing the Shares to be sold in the Offering by such Person. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is amended and supplemented as follows: Exhibit Description 3 Lock-Up Letter, dated as of February 9, 1997, by and among the Company, the Underwriters and the Reporting Persons 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. Dated: March 14, 1997 HSBC Private Equity Investments Limited By: /s/ Vincent G. O'Brien -------------------------- Title: Finance Director HSBC Equity Limited By: /s/ Vincent G. O'Brien -------------------------- Title: Finance Director HSBC Private Equity Europe Limited By: /s/ Vincent G. O'Brien -------------------------- Title: Finance Director HSBC Investment Bank Plc By: /s/ Richard W. Quinn ------------------------- Title: Company Secretary HSBC Investment Bank Holdings Plc By: /s/ Richard W. Quinn ------------------------- Title: Company Secretary HSBC Holdings Plc By: /s/ Ralph G. Barber -------------------------- Title: Company Secretary Lloyds Development Capital Limited By: /s/ Patrick Sellers -------------------------- Title: Director MSS Nominees Limited By: /s/ Shawn Bryant -------------------------- Title: Company Secretary General Accident Executor and Trustee Company Limited By: /s/ R.A. Whitaker -------------------------- Title: Group Secretary EX-99 2 EXHIBIT 3 - LOCK-UP AGREEMENT As of February 9, 1997 LOCK-UP AGREEMENT Quintiles Transnational Corp. 4709 Creekstone Drive Riverbirch Building, Suite 300 Durham, North Carolina 27703-8411 Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated Smith Barney Inc. William Blair & Company, L.L.C. As Representatives of the Several Underwriters c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: The undersigned understands that Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Smith Barney Inc., and William Blair & Company, L.L.C. as representatives (the "U.S. Representatives") of the several U.S. underwriters (the "U.S. Underwriters") propose to enter into a U.S. Underwriting Agreement (the "U.S. Underwriting Agreement"), and Goldman Sachs International, Morgan Stanley & Co. International Limited, Smith Barney Inc. and William Blair & Company, L.L.C., as representatives (the "International Representatives", and together with the U.S. Representatives, the "Representatives") of the several international underwriters (the "International Underwriters", and together with the U.S. Underwriters, the "Underwriters") propose to enter into an International Underwriting Agreement (the "International Underwriting Agreement", and together with the U.S. Underwriting Agreement, the "Underwriting Agreements"), in each case, with Quintiles Transnational Corp., a North Carolina corporation (the "Company"), and certain shareholders of the Company (the "Selling Shareholders"), providing for the public offering (the "Public Offering") by the several Underwriters of up to 4,600,000 shares (the "Shares") of the Common Stock, par value $.01 per share, of the Company (the "Common Stock"). In order to induce the Company, the Selling Shareholders and the Underwriters to execute and deliver the Underwriting Agreements, to induce the Underwriters to purchase and make the Public Offering of the Shares, to facilitate the orderly distribution of the Shares, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of Goldman, Sachs & Co., on behalf of the Underwriters, and the Company, the undersigned will not, during the period beginning from the date hereof and continuing to and including the date 90 days after the date of the final prospectus for the Public Offering (which date will be notified to the undersigned by Goldman, Sachs & Co. and the Company), offer, sell, contract to sell or otherwise dispose of any shares of Common Stock or any securities of the Company that are substantially similar to the Common Stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities of the Company (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of the final prospectus for the Public Offering). Very truly yours, /s/ Christopher M. Masterson ---------------------------------- HSBC PRIVATE EQUITY INVESTMENTS LIMITED /s/ Patrick Sellers ---------------------------------- LLOYDS DEVELOPMENT CAPITAL LIMITED /s/ Christopher M. Masterson ---------------------------------- MSS NOMINEES LIMITED (ACCOUNT 758170) /s/ Christopher M. Masterson ---------------------------------- MSS NOMINEES LIMITED (ACCOUNT 758979) /s/ Christopher M. Masterson ---------------------------------- MSS NOMINEES LIMITED (ACCOUNT 757549) /s/ Christopher M. Masterson ---------------------------------- MSS NOMINEES LIMITED (ACCOUNT 778392) /s/ Christopher M. Masterson ---------------------------------- GENERAL ACCIDENT EXECUTOR AND TRUSTEE COMPANY LIMITED (ACCOUNT H715) /s/ Christopher M. Masterson ---------------------------------- GENERAL ACCIDENT EXECUTOR AND TRUSTEE COMPANY LIMITED (ACCOUNT H716) -----END PRIVACY-ENHANCED MESSAGE-----