*
|
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.
|
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)
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
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) ¨
|
||
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)
¨
|
||
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
24,863,266
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
24,863,266
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,863,266
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.3%
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
Exhibit A
|
Joint Filing Agreement, dated as of April 15, 2015.
|
Exhibit B
|
Equity Commitment Letter, dated April 13, 2015.
|
Dated: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
WARBURG PINCUS PARTNERS GP LLC
|
|||||
By: Warburg Pincus & Co., its Managing Member
|
||||||
By:
|
/s/ Robert B. Knauss
|
|||||
|
Name:
|
Robert B. Knauss
|
||||
Title:
|
Partner
|
|||||
|
||||||
Dated: April 15, 2015
|
WARBURG PINCUS & CO.
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Robert B. Knauss
|
|||
Title:
|
Partner
|
|||||
|
||||||
|
||||||
Dated: April 15, 2015
|
WARBURG PINCUS LLC
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Robert B. Knauss
|
|||
Title:
|
Managing Director
|
|||||
Dated: April 15, 2015
|
CHARLES R. KAYE
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Charles R. Kaye
|
|||
By:
|
Robert B. Knauss, Attorney-in-Fact*
|
|||||
Dated: April 15, 2015
|
JOSEPH P. LANDY
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Joseph P. Landy
|
|||
By:
|
Robert B. Knauss, Attorney-in-Fact*
|
Dated: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
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: April 15, 2015
|
WARBURG PINCUS PARTNERS GP LLC
|
|||||
By: Warburg Pincus & Co., its Managing Member
|
||||||
By:
|
/s/ Robert B. Knauss
|
|||||
|
Name:
|
Robert B. Knauss
|
||||
Title:
|
Partner
|
|||||
|
||||||
Dated: April 15, 2015
|
WARBURG PINCUS & CO.
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Robert B. Knauss
|
|||
Title:
|
Partner
|
|||||
|
||||||
|
||||||
Dated: April 15, 2015
|
WARBURG PINCUS LLC
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Robert B. Knauss
|
|||
Title:
|
Managing Director
|
|||||
Dated: April 15, 2015
|
CHARLES R. KAYE
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Charles R. Kaye
|
|||
By:
|
Robert B. Knauss, Attorney-in-Fact*
|
|||||
Dated: April 15, 2015
|
JOSEPH P. LANDY
|
|||||
|
||||||
|
||||||
|
By:
|
/s/ Robert B. Knauss
|
||||
|
|
Name:
|
Joseph P. Landy
|
|||
By:
|
Robert B. Knauss, Attorney-in-Fact*
|
JLL PARTNERS FUND V, L.P.
|
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
|
||
450 LEXINGTON AVENUE
|
450 LEXINGTON AVENUE
|
||
NEW YORK, NEW YORK 10017
|
NEW YORK, NEW YORK 10017
|
Sincerely,
|
|||
JLL PARTNERS FUND V, L.P.
|
|||
By: JLL ASSOCIATES V, L.P.
|
|||
Its: General Partner
|
|||
By:
|
JLL ASSOCIATES G.P. V, L.L.C.
|
||
Its:
|
General Partner
|
||
By:
|
/s/ Paul S. Levy
|
||
Name:
|
Paul S. Levy
|
||
Its:
|
Managing Member
|
||
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/ Michael Graff
|
||
Name:
|
Michael Graff
|
||
Its:
|
Partner
|
By:
|
/s/ Floyd F. Sherman
|
Name:
|
Floyd F. Sherman
|
Its:
|
Chief Executive Officer
|
FMR LLC
|
|||
By:
|
/s/ Michael F. Wilens
|
||
Name:
|
Michael F. Wilens
|
||
Title:
|
Authorized Person
|
||
PROBUILD CAPITAL LLC
|
|||
By:
|
/s/ Paul L. Mucci
|
||
Name:
|
Paul L. Mucci
|
||
Title:
|
President
|
||
LANOGA CORPORATION
|
|||
By:
|
/s/ Rob Marchbank
|
||
Name:
|
Rob Marchbank
|
||
Title:
|
President
|
||
PROBUILD HOLDINGS, INC.
|
|||
By:
|
/s/ Rob Marchbank
|
||
Name:
|
Rob Marchbank
|
||
Title:
|
President
|