sc13d-a9.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
 
 
BUILDERS FIRSTSOURCE, INC.
(Name of Issuer)
 
Common stock, par value $0.01 per share
(Title of Class of Securities)
 
12008R-10-7
(CUSIP Number)
 
Robert B. Knauss, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, New York 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
May 24, 2016
(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. o
 
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 (“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).

 
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Private Equity IX, L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
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
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus IX GP L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
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
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
WPP GP LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
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
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Partners, L.P.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
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
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Partners GP LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
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
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus & Co.
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
  
SOLE VOTING POWER
 
0
8
  
SHARED VOTING POWER
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus LLC
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
  
SOLE VOTING POWER
 
0
8
  
SHARED VOTING POWER
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Charles R. Kaye
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
  
SOLE VOTING POWER
 
0
8
  
SHARED VOTING POWER
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 

SCHEDULE 13D

CUSIP No. 12008R-10-7

1
  
NAME OF REPORTING PERSONS.
 
Joseph P. Landy
2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  o
 
3
  
SEC USE ONLY
 
4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
o
6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
7
  
SOLE VOTING POWER
 
0
8
  
SHARED VOTING POWER
 
0
9
  
SOLE DISPOSITIVE POWER
 
0
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 (See Instructions).
 
o
13
  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 

The Reporting Persons previously filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on March 2, 2006, as amended by Amendment No. 1 thereto filed with the SEC on December 8, 2006 (“Amendment No. 1”), Amendment No. 2 thereto filed with the SEC on March 14, 2008 (“Amendment No. 2”), Amendment No. 3 thereto filed with the SEC on September 1, 2009 (“Amendment No. 3”), Amendment No. 4 thereto filed with the SEC on October 26, 2009 (“Amendment No. 4”), Amendment No. 5 thereto filed with the SEC on January 22, 2010 (“Amendment No. 5”), and Amendment No. 6 thereto filed with the SEC on June 24, 2010 (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 are collectively referred to herein as the “Original Schedule 13D”). As disclosed in Amendment No. 6 to the Original Schedule 13D, the Reporting Persons determined to no longer file amendments to the Original Schedule 13D jointly with the JLL Reporting Persons (as defined in the Original Schedule 13D). Accordingly, the Reporting Persons filed a separate Schedule 13D with the SEC on March 16, 2012, as amended by Amendment No. 1 thereto filed with the SEC on April 17, 2012, as amended by Amendment No. 2 thereto filed with the SEC on June 19, 2012, as amended by Amendment No. 3 thereto filed with the SEC on April 15, 2015, as amended by Amendment No. 4 thereto filed with the SEC on July 30, 2015, as amended by Amendment No. 5 thereto filed with the SEC on August 3, 2015, as amended by Amendment No. 6 thereto filed with the SEC on November 20, 2015, as amended by Amendment No. 7 thereto filed with the SEC on November 27, 2015, as amended by Amendment No. 8 thereto filed with the SEC on May 19, 2016 (the “Schedule 13D”). Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons are filing this Amendment No. 9 to the Schedule 13D. All capitalized terms used herein but not defined shall have the meaning set forth in the Schedule 13D.

Item 2. Identity and Background

Item 2(a) is hereby amended and supplemented by adding the following at the end thereof:

This Amendment No. 9 is filed by (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”); (ii) Warburg Pincus IX GP L.P., a Delaware limited partnership (“WP IX GP”), the general partner of WP IX; (iii) WPP GP LLC, a Delaware limited liability company (“WPP GP”), the general partner of WP IX GP; (iv) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), the managing member of WPP GP; (v) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), the general partner of WP Partners; (vi) Warburg Pincus & Co., a New York general partnership (“WP”), the managing member of WP Partners GP; (vii) Warburg Pincus LLC, a New York limited liability company (“WP LLC”), which manages WP IX; and (viii) Charles R. Kaye and Joseph P. Landy, who are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the entities listed in clauses (i) through (vii). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by such entities listed in clauses (i) through (vii). WP IX, WP IX GP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy collectively are referred to as the “Reporting Persons.”

The 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 Exchange Act, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with rule 13d-1(k)(1) of the Exchange Act is attached hereto as Exhibit A.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following at the end thereof:

As of the date of this Amendment No. 9, except as set forth in this Schedule 13D, there are no current plans or proposals of the Reporting Persons that relate to or would result in any of the actions identified in Item 4(a) through Item 4(j).
 
 
 
 

Item 5. Interest in Securities of the Issuer

Section (a), Section (c) and Section (e) of Item 5 of the Schedule 13D are hereby amended and restated as follows:

(a) The Reporting Persons no longer have beneficial ownership of any shares of Common Stock of the Company.

(c) On May 18, 2016, WP IX offered 13,263,266 shares of Common Stock of the Company for sale in a public offering pursuant to a prospectus supplement filed with the SEC by the Company on May 18, 2016, pursuant to Rule 424(b)(5) under the Securities Act. On May 24, 2016, WP IX consummated the sale of 13,263,266 shares of Common Stock of the Company to Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as underwriters, at a price per share of $10.40 pursuant to the Underwriting Agreement dated May 18, 2016, and attached as Exhibit B to the Schedule 13D filed with the SEC on May 19, 2016.

(e) The Reporting Persons ceased to be beneficial owners of five percent or more of the Company's Common Stock on May 24, 2016.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following at the end thereof:

The information provided in Item 4 of this Amendment No. 9 is incorporated by reference to this Item 6.

Item 7. Material to be Filed as Exhibits

Exhibit A 
 
Joint Filing Agreement, dated as of May 24, 2016.

 
 
 

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: May 24, 2016
  
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
   
By: Warburg Pincus IX 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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
     
Dated: May 24, 2016
  
WARBURG PINCUS IX 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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
     
Dated: May 24, 2016
  
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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS PARTNERS, L.P.
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
 
 
 
 

Dated: May 24, 2016
  
WARBURG PINCUS PARTNERS GP LLC
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
     
Dated: May 24, 2016
  
WARBURG PINCUS & CO.
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS LLC
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Managing Director
             
Dated: May 24, 2016
  
CHARLES R. KAYE
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Charles R. Kaye
       
By:
  
Robert B. Knauss, Attorney-in-Fact*
             
Dated: May 24, 2016
  
JOSEPH P. LANDY
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Joseph P. Landy
       
By:
  
Robert B. Knauss, Attorney-in-Fact*
 
*
The Power of Attorney given by each of 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, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.
 
 
 
 

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing of the Schedule 13D to which this agreement is attached and to the joint filing of all amendments thereto.

This agreement may be executed in one or more counterparts, each of which shall be considered an original counterpart, and shall become a binding agreement when each of the parties designated as signatories has executed one counterpart.

Dated: May 24, 2016
  
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
   
By: Warburg Pincus IX 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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS IX 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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
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:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
 
 
 
 

Dated: May 24, 2016
  
WARBURG PINCUS PARTNERS, L.P.
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS PARTNERS GP LLC
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS & CO.
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Partner
             
Dated: May 24, 2016
  
WARBURG PINCUS LLC
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Robert B. Knauss
     
 
Title:
 
Managing Director
             
Dated: May 24, 2016
  
CHARLES R. KAYE
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Charles R. Kaye
     
 
By:
 
Robert B. Knauss, Attorney-in-Fact*
             
Dated: May 24, 2016
  
JOSEPH P. LANDY
     
   
By:
 
/s/ Robert B. Knauss
     
 
Name:
 
Joseph P. Landy
     
 
By:
 
Robert B. Knauss, Attorney-in-Fact*
 
*
The Power of Attorney given by each of 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, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.