-----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, PyysIC9+LLhWwdmcrPlQjj+slOV9VqjrWmsRk6rVrHsaqoBqxIFgrlk3+7/8wTjX JfdLBJbbOSCqrrW8t6uNWw== 0000899140-10-000740.txt : 20101116 0000899140-10-000740.hdr.sgml : 20101116 20101116171215 ACCESSION NUMBER: 0000899140-10-000740 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101116 DATE AS OF CHANGE: 20101116 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WuXi PharmaTech (Cayman) Inc. CENTRAL INDEX KEY: 0001403132 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83350 FILM NUMBER: 101197304 BUSINESS ADDRESS: STREET 1: 288 FUTE ZHONG ROAD STREET 2: WAIGAOQIAO FREE TRADE ZONE CITY: SHANGHAI STATE: F4 ZIP: 200131 BUSINESS PHONE: 86-21-5046-1111 MAIL ADDRESS: STREET 1: 288 FUTE ZHONG ROAD STREET 2: WAIGAOQIAO FREE TRADE ZONE CITY: SHANGHAI STATE: F4 ZIP: 200131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 200849130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 w6000622b.htm 4TH AMENDMENT Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A
(Amendment No. 4)

Under the Securities Exchange Act of 1934*

WuXi PharmaTech (Cayman) Inc.
(Name of Issuer)

Ordinary Shares, Par Value $0.02 Per Share
(Title of Class of Securities)

929352102
(CUSIP Number)

Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, NY  10017
(212) 878-0600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Steven J. Gartner, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000



November 15, 2010
 

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


 
SCHEDULE 13D/A
  
CUSIP No. – 929352102
Page 2 of 13 pages
1
NAME OF REPORTING PERSONS
 
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
SOURCE OF FUNDS
 
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
 
20,580,320*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
20,580,320*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,580,320*
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)
 
3.7%**
14
TYPE OF REPORTING PERSON
 
PN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-2- 
 


 
SCHEDULE 13D/A
  
CUSIP No. – 929352102
Page 3 of 13 pages
1
NAME OF REPORTING PERSONS
 
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
SOURCE OF FUNDS
 
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
 
658,392*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
658,392*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
658,392*
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)
 
Less than 1%**
14
TYPE OF REPORTING PERSON
 
PN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-3- 
 


 
SCHEDULE 13D/A
  
CUSIP No. - 929352102
Page 4 of 13 pages
1
NAME OF REPORTING PERSONS
 
Warburg Pincus X, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)      x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
PN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-4- 
 


 
SCHEDULE 13D/A
  
CUSIP No. - 929352102
Page 5 of 13 pages
1
NAME OF REPORTING PERSONS
 
Warburg Pincus X LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)      ⊠
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
OO
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-5- 
 


 
SCHEDULE 13D/A
  
CUSIP No. -  929352102
Page 6 of 13 pages
1
NAME OF REPORTING PERSONS
 
Warburg Pincus Partners, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)     x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
OO
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-6- 
 


 
SCHEDULE 13D/A
  
CUSIP No. -  929352102
Page 7 of 13 pages
1
NAME OF REPORTING PERSONS
 
Warburg Pincus LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)     x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
OO
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-7- 
 


 
SCHEDULE 13D/A
  
CUSIP No. -  929352102
Page 8 of 13 pages
1
NAME OF REPORTING PERSONS
 
Warburg Pincus & Co.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)      x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
PN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-8- 
 


 
SCHEDULE 13D/A
  
CUSIP No. -  929352102
Page 9 of 13 pages
1
NAME OF REPORTING PERSONS
 
Charles R. Kaye
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)      x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
IN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-9- 
 


 
SCHEDULE 13D/A
  
CUSIP No. -  929352102
Page 10 of 13 pages
1
NAME OF REPORTING PERSONS
 
Joseph P. Landy
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      ¨
(b)      x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
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
 
21,238,712*
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
21,238,712*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
21,238,712*
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)
 
3.8%**
14
TYPE OF REPORTING PERSON
 
IN
* See Item 5.
** Calculated based upon 559,232,416 ordinary shares outstanding as of September 30, 2010, as reported by WuXi PharmaTech (Cayman) Inc. in its Form 6-K filed on November 12, 2010.

 
-10- 
 

This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) amends the Schedule 13D originally filed on July 14, 2008, as previously amended by Amendment No. 1, filed on December 17, 2008, by Amendment No. 2, filed on April 27, 2010, and by Amendment No. 3, filed on July 29, 2010 (as so amended, the “Schedule 13D”), and is being filed on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and together with WP X, the “Funds”), Warburg Pincus X, L.P., a Delaware limited partnership and the sole general partner of each of the Funds (“WP X LP”), Warburg Pincus X LLC (“WP X LLC”), a Delaware limited liability company and the sole general partner of WP X LP, Warburg Pincus Partners, LLC (“WPP LLC”), a New York limited liability company and the sole member of WP X LLC, Warburg Pincus LLC, a New York limited liability company that manages each of the Funds (“WP LLC”), Warburg Pincus & Co. (“WP”), a N ew York general partnership and the managing member of WPP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (Mr. Kaye, Mr. Landy, WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP collectively being referred to as the “Reporting Persons”).  This Amendment No. 4 relates to the ordinary shares, par value $0.02 per share (the “Ordinary Shares”), of WuXi PharmaTech (Cayman) Inc., a Cayman Islands corporation (the “Company”).  Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13D.

Item 5.  Interest in Securities of the Issuer

Items 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:

(a)           WP X is the direct owner of 20,580,320 Ordinary Shares, representing approximately 3.7% of the outstanding Ordinary Shares.  WPP X is the direct owner of 658,392 Ordinary Shares, representing approximately 0.1% of the outstanding Ordinary Shares.  Accordingly, as of November 15, 2010, the Funds may be deemed to beneficially own an aggregate of 21,238,712 Ordinary Shares, representing approximately 3.8% of the outstanding Ordinary Shares.  The percentages used herein are calculated based upon 559,232,416 Ordinary Shares outstanding as of September 30, 2010, as reported in the Company’s Form 6-K filed with the Securities and Exchange Commission on November 12, 2010.

Due to their respective relationships with the Funds and each other, each of the Reporting Persons may be deemed to beneficially own, in the aggregate, 21,238,712 Ordinary Shares.  Each of WP, WPP LLC, WP LLC, WP X LLC, WP X LP, Mr. Kaye and Mr. Landy disclaim beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of all of the Ordinary Shares.

(b)           Each of the Reporting Persons is deemed to share with the Funds the power to vote or to direct the vote and to dispose or to direct the disposition of 21,238,712 Ordinary Shares.

(c)           On November 15, 2010, WP X sold 1,938,000 American Depositary Shares (each of which represents eight Ordinary Shares (“ADSs”)), including 5,397,120 Ordinary Shares, in a block trade at a price of $16.05 per ADS.
 
On November 15, 2010, WPP X sold 62,000 ADSs, including 172,664 Ordinary Shares, in a block trade at a price of $16.05 per ADS.
 
Except as set forth in this Item 5(c), no other transactions in the Ordinary Shares were effected during the past sixty days by any of the Reporting Persons.

(d)           Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the Ordinary Shares is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

(e)           The Reporting Persons ceased to be the beneficial owners of more than 5% of the Ordinary Shares on November 15, 2010.


 
-11- 
 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2010


 
WARBURG PINCUS PRIVATE EQUITY X, L.P.
   
 
By:  Warburg Pincus X, L.P., its general partner
 
By:  Warburg Pincus X LLC, its general partner
 
By:  Warburg Pincus Partners, LLC, its sole
member
 
By:  Warburg Pincus & Co., its managing member
   
 
By:   /s/ Scott A. Arenare         
 
Name:  Scott A. Arenare
 
Title:    Partner
   
   
 
WARBURG PINCUS X, L.P.
   
 
By: Warburg Pincus X LLC, its general partner
 
By:  Warburg Pincus Partners, LLC, its sole
member
 
By:  Warburg Pincus & Co., its managing member
   
 
By:   /s/ Scott A. Arenare           
 
Name:  Scott A. Arenare
 
Title:    Partner
   
   
 
WARBURG PINCUS X PARTNERS, L.P.
   
 
By: Warburg Pincus X, L.P., its general partner
 
By: Warburg Pincus X LLC, its general partner
 
By:  Warburg Pincus Partners, LLC, its sole
member
 
By:  Warburg Pincus & Co., its managing member
   
 
By:   /s/ Scott A. Arenare                   
 
Name:  Scott A. Arenare
 
Title:    Partner
   
 
 
 
 
   
 
WARBURG PINCUS X LLC
   
 
By: Warburg Pincus Partners, LLC, its sole member
   
   
 
By:  Warburg Pincus & Co., its managing member
   
 
By: /s/ Scott A. Arenare                  
 
Name:  Scott A. Arenare
 
Title:   Partner
   
   
   
 
WARBURG PINCUS PARTNERS, LLC
   
 
By:  Warburg Pincus & Co., its managing member
   
 
By:  /s/ Scott A. Arenare                
 
Name:  Scott A. Arenare
 
Title:    Partner
   
   
 
WARBURG PINCUS & CO.
   
 
By:  /s/ Scott A. Arenare                 
 
Name:  Scott A. Arenare
 
Title:    Partner
   
   
 
WARBURG PINCUS LLC
   
 
By:  /s/ Scott A. Arenare                
 
Name:  Scott A. Arenare
 
Title:    Managing Director
   
 
By:  /s/ Scott A. Arenare                    
 
Name:  Charles R. Kaye
 
By:  Scott A. Arenare, Attorney-in-Fact*
   
   
 
By:   /s/ Scott A. Arenare                  
 
Name:  Joseph P. Landy
 
By:  Scott A. Arenare, Attorney-in-Fact**
   

*  Power of Attorney given by Mr. Kaye was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**  Power of Attorney given by Mr. Landy was previously filed with the Securities and Exchange Commission on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.


 -----END PRIVACY-ENHANCED MESSAGE-----