-----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, UGuW9mPKbyYC4TRoqxBS6KGIzL8xZvLjaz2ukx46SZTu84DFiyyEA0OJzlrajzpt rVr6Obc6Skx358z994SouA== 0000909518-07-000152.txt : 20070216 0000909518-07-000152.hdr.sgml : 20070216 20070216171613 ACCESSION NUMBER: 0000909518-07-000152 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 GROUP MEMBERS: PUTNAM INVESTMENT HOLDINGS, LLC GROUP MEMBERS: PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY I LLC GROUP MEMBERS: PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY II LLC GROUP MEMBERS: THL ADVISORS (ALTERNATIVE) V, LLC GROUP MEMBERS: THOMAS H. LEE (ALTERNATIVE) CAYMAN FUND V, L.P. GROUP MEMBERS: THOMAS H. LEE (ALTERNATIVE) FUND V, L.P. GROUP MEMBERS: THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND V, L.P. GROUP MEMBERS: THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Warner Chilcott Ltd CENTRAL INDEX KEY: 0001323854 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980496358 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82588 FILM NUMBER: 07632312 BUSINESS ADDRESS: STREET 1: 22 VICTORIA ST STREET 2: CANONS COURT CITY: HAMILTON HM 12 BERMUDA STATE: D0 ZIP: 00000 BUSINESS PHONE: 441-295-2244 MAIL ADDRESS: STREET 1: 22 VICTORIA ST STREET 2: CANONS COURT CITY: HAMILTON HM 12 BERMUDA STATE: D0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Warner Chilcott Holdings Co Ltd DATE OF NAME CHANGE: 20050414 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS H LEE ALTERNATIVE FUND V LP CENTRAL INDEX KEY: 0001250489 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 mm02-1607_warchil13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 WARNER CHILCOTT LIMITED ----------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE ---------------------------------------- (Title of Class of Securities) G9435N108 --------- (CUSIP Number) December 31, 2006 ----------------- (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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (6-00) CUSIP NO. G9435N108 13G PAGE 2 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee (Alternative) Fund V, L.P. ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 29,291,109 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 29,291,109 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,291,109 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.7% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 3 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee (Alternative) Parallel Fund V, L.P. ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7,599,868 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 7,599,868 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,599,868 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 4 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee (Alternative) Cayman Fund V, L.P. ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 403,589 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 403,589 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 403,589 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 5 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee Investors Limited Partnership ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 149,096 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 149,096 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,096 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 6 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THL Advisors (Alternative) V, L.P. ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 37,896,314 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 37,896,314 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 37,896,314 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.1% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* PN ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 7 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Putnam Investment Holdings, LLC ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 601,748 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 601,748 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 601,748 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 8 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Putnam Investments Employees' Securities Company I LLC ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 196,883 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 196,883 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 196,883 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G9435N108 13G PAGE 9 OF 21 ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Putnam Investments Employees' Securities Company II LLC ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ----------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 175,788 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 175,788 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 175,788 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Less than 1.0% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: Warner Chilcott Limited ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 100 Enterprise Drive Rockaway, NJ 07866 ITEM 2(a). NAME OF PERSON FILING: Thomas H. Lee (Alternative) Fund V, L.P. Thomas H. Lee (Alternative) Parallel Fund V, L.P. Thomas H. Lee (Alternative) Cayman Fund V, L.P. Thomas H. Lee Investors Limited Partnership THL Advisors (Alternative) V, LLC Putnam Investment Holdings, LLC Putnam Investments Employees' Securities Company I LLC Putnam Investments Employees' Securities Company II LLC ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: For the THL Funds: c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110 For the Putnam Entities: c/o Putnam Investments, LLC One Post Office Square Boston, MA 02109 ITEM 2(c). CITIZENSHIP: Thomas H. Lee (Alternative) Fund V, L.P. - Cayman Islands Thomas H. Lee (Alternative) Parallel Fund V, L.P. - Cayman Islands Thomas H. Lee (Alternative) Cayman Fund V, L.P. - Cayman Islands Thomas H. Lee Investors Limited Partnership - Massachusetts THL Advisors (Alternative) V, LLC - Cayman Islands Putnam Investment Holdings, LLC - Delaware Putnam Investments Employees' Securities Company I LLC - Delaware Putnam Investments Employees' Securities Company II LLC - Delaware Page 10 of 21 ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share ITEM 2(e). CUSIP NUMBER: G9435N108 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: Not Applicable (a) [_] Broker or dealer registered under Section 15 of the Exchange Act; (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [_] Investment company registered under Section 8 of the Investment Company Act; (e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4. OWNERSHIP (a) Amount Beneficially Owned: Thomas H. Lee (Alternative) Fund V, L.P., a Cayman Islands exempted limited partnership, is the record holder of 29,291,109 shares of the identified class of securities. Thomas H. Lee (Alternative) Parallel Fund V, L.P., a Cayman Islands exempted limited partnership, is the record holder of 7,599,863 shares of the identified class of securities. Thomas H. Lee (Alternative) Cayman Fund V, L.P., a Cayman Islands exempted limited partnership, is the record holder of Page 11 of 21 403,589 shares of the identified class of securities (collectively, the "THL Funds"). As the sole general partner of each of the THL Funds, and pursuant to the terms of the Amended and Restated Limited Partnership Agreement of the THL Funds, which require the Putnam entities to dispose of their shares of the identified class of securities pro rata with the THL Funds, THL Advisors (Alternative) V, L.P., a Cayman Islands exempted limited partnership, may be deemed to be the beneficial owner of 37,896,314 shares of the identified class of securities, which represents approximately 15.1% of the shares of the identified class of securities. Thomas H. Lee Investors Limited Partnership, a Massachusetts limited partnership, is the record holder of 149,096 shares of the identified class of securities. Putnam Investments Employees' Securities Company I LLC, a Delaware limited liability company, ("Putnam I") is the record holder of 196,883 shares of the identified class of securities. Putnam Investments Employees' Securities Company II LLC, a Delaware limited liability company, ("Putnam II") is the record holder of 175,788 shares of the identified class of securities. As the managing member of each of Putnam I and Putnam II, and the record holder of 229,077 shares of the identified class of securities, Putnam Investment Holdings, LLC, a Delaware limited liability company, ("Holdings" and together with Putnam I and Putnam II, the "Putnam Entities") may be deemed to be the beneficial owner of 601,748 shares of the identified class of securities. (b) Percent of Class: See Item 11 of each cover page. (c) Number of Shares as to which Such Person has: (i) Sole power to vote or to direct the vote: See Item 5 of each cover page (ii) Shared power to vote or to direct the vote: See Item 6 of each cover page (iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page (iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page 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 [ ]. Page 12 of 21 ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. See Item 4(a) above. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP See Item 2 above. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION Not Applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c). Page 13 of 21 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 15, 2007. THOMAS H. LEE (ALTERNATIVE) FUND V, L.P. By: THL Advisors (Alternative) V, L.P., its General Partner By: Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner By: /s/ Charles P. Holden ------------------------------------ Name: Charles P. Holden Title: Assistant Treasurer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 14 of 21 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 15, 2007. THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND V, L.P. By: THL Advisors (Alternative) V, L.P., its General Partner By: Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner By: /s/ Charles P. Holden ------------------------------------ Name: Charles P. Holden Title: Assistant Treasurer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 15 of 21 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 15, 2007. THOMAS H. LEE (ALTERNATIVE) CAYMAN FUND V, L.P. By: THL Advisors (Alternative) V, L.P., its General Partner By: Thomas H. Lee Advisors (Alternative) V Limited, LDC, its General Partner By: /s/ Charles P. Holden ------------------------------------ Name: Charles P. Holden Title: Assistant Treasurer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 16 of 21 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 15, 2007. THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP By: THL Investment Management Corp. its General Partner By: /s/ Charles P. Holden ------------------------------------ Name: Charles P. Holden Title: Assistant Treasurer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 17 of 21 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 15, 2007. THL ADVISORS (ALTERNATIVE) V, L.P. By: /s/ Charles P. Holden ------------------------------------ Name: Charles P. Holden Title: Assistant Treasurer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 18 of 21 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 15, 2007. PUTNAM INVESTMENT HOLDINGS, LLC By: Putnam Investments, LLC, its Managing Member By: /s/ Robert T. Burns ------------------------------------ Name: Robert T. Burns Title: Managing Director The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 19 of 21 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 15, 2007. PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY I LLC, By: Putnam Investment Holdings, LLC, its Managing Member By: Putnam Investments, LLC, its Managing Member By: /s/ Robert T. Burns ------------------------------------ Name: Robert T. Burns Title: Managing Director The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 20 of 21 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 15, 2007. PUTNAM INVESTMENTS EMPLOYEES' SECURITIES COMPANY II LLC, By: Putnam Investment Holdings, LLC, its Managing Member By: Putnam Investments, LLC, its Managing Member By: /s/ Robert T. Burns ------------------------------------ Name: Robert T. Burns Title: Managing Director The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties for whom copies are to be sent. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) Page 21 of 21 -----END PRIVACY-ENHANCED MESSAGE-----