0001193125-15-039287.txt : 20150209 0001193125-15-039287.hdr.sgml : 20150209 20150209165700 ACCESSION NUMBER: 0001193125-15-039287 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150209 DATE AS OF CHANGE: 20150209 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS GP LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X, L.P. GROUP MEMBERS: WARBURG PINCUS X GP L.P. GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. GROUP MEMBERS: WP EXPEDITION CO-INVEST L.P. GROUP MEMBERS: WPP GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Endurance International Group Holdings, Inc. CENTRAL INDEX KEY: 0001237746 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 463044956 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87815 FILM NUMBER: 15589228 BUSINESS ADDRESS: STREET 1: 10 CORPORATE DRIVE STREET 2: SUITE 300 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 781-852-3200 MAIL ADDRESS: STREET 1: 10 CORPORATE DRIVE STREET 2: SUITE 300 CITY: BURLINGTON STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: ENDURANCE INTERNATIONAL GROUP INC DATE OF NAME CHANGE: 20030613 FORMER COMPANY: FORMER CONFORMED NAME: BIZLAND INC DATE OF NAME CHANGE: 20030602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136358475 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER COMPANY: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 SC 13G/A 1 d867591dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

 

Endurance International Group Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

29272B105

(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:

¨ Rule 13d-1(b)

¨ 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 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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus Private Equity X, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

40,504,409

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

40,504,409

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

40,504,409 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

30.6% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below. Capitalized terms used in this Schedule 13G/A are defined in Items 1(a), 2(a), 2(d) or 4 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

2


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus X Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,295,806

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,295,806

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,295,806 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

1.0% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

3


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

WP Expedition Co-Invest L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

14,965,827

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

14,965,827

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,965,827 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

11.3% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

4


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus X, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

41,800,215

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

41,800,215

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

41,800,215 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.6% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

5


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus X GP L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

41,800,215

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

41,800,215

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

41,800,215 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.6% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

6


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

WPP GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

41,800,215

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

41,800,215

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

41,800,215 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.6% (2)

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

7


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

56,766,042

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

56,766,042

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,766,042 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

42.9% (2)

12  

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

8


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus Partners GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

56,766,042

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

56,766,042

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,766,042 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

42.9% (2)

12  

TYPE OF REPORTING PERSON

 

OO

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

9


CUSIP No. 29272B105 13G/A

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus & Co.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

56,766,042

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

56,766,042

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,766,042 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

42.9% (2)

12

TYPE OF REPORTING PERSON

 

PN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

10


CUSIP No. 29272B105 13G/A

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Warburg Pincus LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3

SEC USE ONLY

 

  4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

41,800,215

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

41,800,215

  9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

41,800,215 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.6% (2)

12

TYPE OF REPORTING PERSON

 

OO

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

11


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Charles R. Kaye

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

56,766,042

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

56,766,042

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,766,042 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

42.9% (2)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

12


CUSIP No. 29272B105    13G/A   

 

  1   

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Joseph P. Landy

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

56,766,042

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

56,766,042

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

56,766,042 (1)

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

42.9% (2)

12  

TYPE OF REPORTING PERSON

 

IN

 

(1) As more fully described in Item 4 of this Schedule 13G/A, the Warburg Pincus Investors are party to a Stockholders Agreement with the Goldman Sachs Investors and certain other holders of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors in such entities’ Forms 4, filed with the Commission on December 1, 2014. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The percentages used herein have been determined in accordance with footnote 2 below.
(2) Based on a total of approximately 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

13


Item 1(a). Name of Issuer:

The name of the issuer is Endurance International Group Holdings, Inc., a Delaware corporation (the “Issuer”).

 

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

The principal executive offices of the Issuer are located at 10 Corporate Drive, Suite 300, Burlington, Massachusetts 01803.

 

Item 2(a). Name of Person Filing:

This Schedule 13G/A is being filed jointly by (i) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), (ii) Warburg Pincus X Partners, L.P., a Delaware limited partnership (together with WP X, the “WP X Funds”), (iii) WP Expedition Co-Invest L.P., a Delaware limited partnership (“WP Co-Invest”), (iv) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), the general partner of the WP X Funds, (v) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), the general partner of WP X LP, (vi) WPP GP LLC, a Delaware limited liability company (“WPP GP”), the general partner of WP X GP, (vii) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), the managing member of WPP GP and the general partner of WP Co-Invest, (viii) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), the general partner of WP Partners, (ix) Warburg Pincus & Co., a New York general partnership (“WP”), the managing member of WP Partners GP, (x) Warburg Pincus LLC, a New York limited liability company (“WP LLC”), the manager of the WP X Funds, and (xi) Messrs. Charles R. Kaye and Joseph P. Landy, each a United States citizen and a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC.

Each of Messrs. Kaye and Landy, together with the WP X Funds, WP Co-Invest, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Reporting Persons.”

 

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

The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

 

Item 2(c). Citizenship:

See Item 2(a).

 

Item 2(d). Titles of Classes of Securities:

Common Stock, par value $0.0001 per share (the “Common Stock”).

 

Item 2(e). CUSIP Number:

29272B105

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

x    Not applicable
(a)    ¨ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)    ¨ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
(c)    ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 

14


(d)    ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)    ¨ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)    ¨ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)    ¨ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)    ¨ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).
(i)    ¨ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
(j)    ¨ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J).
(k)    ¨ Group in accordance with §240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:                     

 

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.

Pursuant to a Stockholders Agreement (the “Stockholders Agreement”), dated October 24, 2013, by and among (i) the Issuer, (ii) the WP X Funds and WP Co-Invest (collectively, the “Warburg Pincus Investors”), (iii) GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Parallel, L.P., GS Capital Partners VI GmbH & Co. KG, Bridge Street 2011, L.P., Bridge Street 2011 Offshore L.P., and MBD 2011 Holdings, L.P. (collectively, the “Goldman Sachs Investors”) and (iv) certain other holders of Common Stock of the Issuer (together with the Goldman Sachs Investors, the “Other Investors”), each of the Warburg Pincus Investors and the Other Investors has agreed to vote the shares of Common Stock of the Issuer that each holds of record in a certain manner on matters related to the election of certain directors appointed by the Warburg Pincus Investors and the Goldman Sachs Investors. In addition, pursuant to the Stockholders Agreement, the WP X Funds and the Goldman Sachs Investors have certain rights to restrict the transfer of each other’s shares of Common Stock of the Issuer. The Warburg Pincus Investors and the Goldman Sachs Investors hold an aggregate total of 75,067,771 shares of Common Stock of the Issuer (approximately 56.7% of the outstanding shares of Common Stock of the Issuer), including 18,301,729 shares of Common Stock of the Issuer that are publicly reported as being owned by the Goldman Sachs Investors. The Warburg Pincus Reporting Persons are not entitled to any rights as a shareholder of the Issuer with respect to the shares of Common Stock of the Issuer beneficially owned by the Other Investors except as expressly set forth in the Stockholders Agreement. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the Issuer owned of record by such Warburg Pincus Reporting Person. The number of shares of Common Stock of the Issuer owned by each Warburg Pincus Reporting Person as set forth in Rows 5 – 11 of their respective cover pages to this Schedule 13G/A does not reflect the aggregate shares of Common Stock of the Issuer owned by the Other Investors.

The aggregate total of 18,301,729 shares of Common Stock of the Issuer indicated in this Schedule 13G/A as being beneficially owned by the Goldman Sachs Investors is derived from the Goldman Sachs Investors’ Forms 4, filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 1, 2014, and is not purported to be an accurate representation of the Goldman Sachs Investors’ beneficial ownership as of the date of this Schedule 13G/A. The Goldman Sachs Investors are responsible for reporting their beneficial ownership of shares of Common Stock of the Issuer on their own behalf, and the Warburg Pincus Reporting Persons disclaim responsibility for reporting the shares of Common Stock of the Issuer beneficially owned by the Goldman Sachs Investors.

 

15


The percentages used herein are calculated based upon the 132,420,036 shares of Common Stock of the Issuer outstanding, representing 129,420,036 shares of Common Stock outstanding as of October 31, 2014, as stated in the Issuer’s final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”) on November 21, 2014, plus 3,000,000 shares of Common Stock sold by the Issuer on November 26, 2014.

 

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 five percent of the class of securities, check the following   ¨.

 

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.

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

(1) The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of the Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G/A jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1.

(2) Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the shares of Common Stock of the issuer owned of record by such Warburg Pincus Reporting Person.

 

Item 9. Notice of Dissolution of Group.

Not Applicable.

 

Item 10. Certification.

Not Applicable.

 

16


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 9, 2015

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

By: Warburg Pincus X, L.P., its general partner

By: Warburg Pincus X 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
WARBURG PINCUS X PARTNERS, L.P.

By: Warburg Pincus X, L.P., its general partner

By: Warburg Pincus X 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
WP EXPEDITION CO-INVEST 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:  

/s/ Robert B. Knauss

Name:   Robert B. Knauss
Title:   Partner
WARBURG PINCUS X, L.P.

By: Warburg Pincus X 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


WARBURG PINCUS X 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
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
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
WARBURG PINCUS PARTNERS GP LLC
By: Warburg Pincus & Co., its managing member
By:  

/s/ Robert B. Knauss

Name:   Robert B. Knauss
Title:   Partner
WARBURG PINCUS & CO.
By:  

/s/ Robert B. Knauss

Name:   Robert B. Knauss
Title:   Partner
WARBURG PINCUS LLC
By:  

/s/ Robert B. Knauss

Name:   Robert B. Knauss
Title:   Managing Director


CHARLES R. KAYE
By:  

/s/ Robert B. Knauss

  Robert B. Knauss, Attorney-in-fact*
JOSEPH P. LANDY
By:  

/s/ Robert B. Knauss

  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 and Exchange Commission on November 26, 2013 an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.
EX-99.1 2 d867591dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the foregoing Statement on Schedule 13G/A with respect to the common shares of Endurance International Group Holdings, Inc. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.

Dated: February 9, 2015

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

By: Warburg Pincus X, L.P., its general partner

By: Warburg Pincus X 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
WARBURG PINCUS X PARTNERS, L.P.

By: Warburg Pincus X, L.P., its general partner

By: Warburg Pincus X 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
WP EXPEDITION CO-INVEST 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:

  /s/ Robert B. Knauss

Name:

  Robert B. Knauss

Title:

  Partner


WARBURG PINCUS X, L.P.

By: Warburg Pincus X 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
WARBURG PINCUS X 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
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
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
WARBURG PINCUS PARTNERS GP LLC

By: Warburg Pincus & Co., its managing member

By:

  /s/ Robert B. Knauss

Name:

  Robert B. Knauss

Title:

  Partner


WARBURG PINCUS & CO.

By:

  /s/ Robert B. Knauss

Name:

  Robert B. Knauss

Title:

  Partner
WARBURG PINCUS LLC

By:

  /s/ Robert B. Knauss

Name: Robert B. Knauss

Title:

  Managing Director

 

CHARLES R. KAYE

By:

  /s/ Robert B. Knauss
  Robert B. Knauss, Attorney-in-fact*
JOSEPH P. LANDY

By:

  /s/ Robert B. Knauss
  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 and Exchange Commission on November 26, 2013 an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. (now known as Laredo Petroleum, Inc.) and is hereby incorporated by reference.