0001193125-12-060391.txt : 20120214 0001193125-12-060391.hdr.sgml : 20120214 20120214151759 ACCESSION NUMBER: 0001193125-12-060391 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: GEI CAPITAL V, LLC GROUP MEMBERS: GREEN EQUITY INVESTORS SIDE V, L.P. GROUP MEMBERS: GREEN V HOLDINGS, LLC GROUP MEMBERS: LEONARD GREEN & PARTNERS, L.P. GROUP MEMBERS: LGP MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIR LEASE CORP CENTRAL INDEX KEY: 0001487712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 271840403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86646 FILM NUMBER: 12608540 BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 1000-N CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 553-0555 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS STREET 2: SUITE 1000-N CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: AIR LEASE Corp DATE OF NAME CHANGE: 20100323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Green Equity Investors V, L.P. CENTRAL INDEX KEY: 0001449644 IRS NUMBER: 205864271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-954-0444 MAIL ADDRESS: STREET 1: 11111 SANTA MONICA BOULEVARD STREET 2: SUITE 2000 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G 1 d301306dsc13g.htm SCHEDULE 13G Schedule 13G
 

OMB APPROVAL

 

OMB Number:            3235-0145

Expires:            February 28, 2009

Estimated average burden

hours per response . . . . . . 10.4

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

 

Air Lease Corporation

(Name of Issuer)

 

 

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

00912X302

(CUSIP Number)

 

April 8, 2011

(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).

 

 

 


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Green Equity Investors V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

PN    


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Green Equity Investors Side V, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  x        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

PN    


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

GEI Capital V, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Green V Holdings, LLC

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

OO (Limited Liability Company)


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

Leonard Green & Partners, L.P.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

PN


CUSIP No. 00912X302

 

  1.   

Names of Reporting Persons

I.R.S. Identification No. Of Above Persons (Entities Only)

 

LGP Management, Inc.

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

6,944,444 shares of Class A Common Stock

   7.   

Sole Dispositive Power

 

0

   8.   

Shared Dispositive Power

 

6,944,444 shares of Class A Common Stock

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,944,444 shares of Class A Common Stock

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

7.0% beneficial ownership of the Class A Common Stock based on 98,885,131 shares of Class A Common Stock outstanding as reported in the Issuer’s 10-Q filed with the Securities and Exchange Commission on November 10, 2011

12.

 

Type of Reporting Person (See Instructions)

 

CO


Item 1.

 

  (a) Name of Issuer

Air Lease Corporation (“Issuer”)

 

  (b) Address of Issuer’s Principal Executive Offices

2000 Avenue of the Stars, Suite 1000N, Los Angeles, CA 90067

 

Item 2.

 

  (a) Name of Person(s) Filing

(A) Green Equity Investors V, L.P.

(B) Green Equity Investors Side V, L.P.

(C) GEI Capital V, LLC

(D) Green V Holdings, LLC

(E) Leonard Green & Partners, L.P.

(F) LGP Management, Inc.

Green Equity Investors V, L.P., a Delaware limited partnership (“GEI V”) is the direct owner of 5,341,979 shares of Class A Common Stock (the “GEI V Shares”). Green Equity Investors Side V, L.P., a Delaware limited partnership (“GEI Side V”) is the direct owner of 1,602,465 shares of Class A Common Stock (the “GEI Side V Shares,” and together with the GEI V Shares, the “Shares”). GEI Capital V, LLC, a Delaware limited liability company (“GEIC”) is the general partner of GEI V and GEI Side V. Green V Holdings, LLC, a Delaware limited liability company (“Holdings”) is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P., a Delaware limited partnership (“LGP”) is the management company of GEI V and GEI Side V and an affiliate of GEIC and Holdings. LGP Management, Inc., a Delaware corporation (“LGPM”) is the general partner of LGP.

GEI Side V, as an affiliated entity of GEI V, LGP, as the management company of GEI V and GEI Side V, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI V and GEI Side V, and Holdings, as a limited partner of GEI V and GEI Side V, directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting and investment power with respect to the Shares. As such, GEIC, Holdings, LGP, LGPM, GEI V (in the case of GEI Side V Shares), and GEI Side V (in the case of GEI V Shares) may be deemed to be the indirect beneficial owners of the Shares.

Each of GEIC, LGP, LGPM, Holdings, GEI V, where applicable, and GEI Side V, where applicable, disclaims beneficial ownership of the Shares reported herein, except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of such securities for purposes of Section 13(d), Section 13(g), Section 16, or for any other purposes.

 

  (b) Address of Principal Business Office or, if none, Residence

(A) – (F): 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, CA 90025

 

  (c) Citizenship

(A) – (F): Delaware

 

  (d) Title of Class of Securities

This statement relates to the Issuer’s Class A Common Stock, par value $0.01 per share.

 

  (e) CUSIP Number

00912X302

 

Item 3.

Not applicable.


Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The following information is provided as of February 14, 2012.

(a) Amount beneficially owned:

 

    i. GEI V is the beneficial owner of 6,944,444 shares of Class A Common Stock.

 

   ii. GEI Side V is the beneficial owner of 6,944,444 shares of Class A Common Stock.

 

  iii. GEIC is the beneficial owner of 6,944,444 shares of Class A Common Stock.

 

  iv. Holdings is the beneficial owner of 6,944,444 shares of Class A Common Stock.

 

   v. LGP is the beneficial owner of 6,944,444 shares of Class A Common Stock.

 

  vi. LGPM is the beneficial owner of 6,944,444 shares of Class A Common Stock.

(b) Percent of class (based upon 98,885,131 shares of Class A common stock issued and outstanding as of September 30, 2011, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2011):

 

    i. GEI V is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

 

   ii. GEI Side V is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

 

  iii. GEIC is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

 

  iv. Holdings is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

 

   v. LGP is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

 

  vi. LGPM is the beneficial owner of 7.0% percent of Issuer’s Class A Common Stock.

(c) Number of shares as to which such person has:

 

  i. Sole power to vote or to direct the vote:

 

  a. 0 shares of Class A Common Stock for GEI V

 

  b. 0 shares of Class A Common Stock for GEI Side V

 

  c. 0 shares of Class A Common Stock for GEIC

 

  d. 0 shares of Class A Common Stock for Holdings

 

  e. 0 shares of Class A Common Stock for LGP

 

  f. 0 shares of Class A Common Stock for LGPM

 

  ii. Shared power to vote or to direct the vote:

 

  a. 6,944,444 shares of Class A Common Stock for GEI V

 

  b. 6,944,444 shares of Class A Common Stock for GEI Side V

 

  c. 6,944,444 shares of Class A Common Stock for GEIC

 

  d. 6,944,444 shares of Class A Common Stock for Holdings

 

  e. 6,944,444 shares of Class A Common Stock for LGP

 

  f. 6,944,444 shares of Class A Common Stock for LGPM

 

  iii. Sole power to dispose or to direct the disposition of:

 

  a. 0 shares of Class A Common Stock for GEI V

 

  b. 0 shares of Class A Common Stock for GEI Side V

 

  c. 0 shares of Class A Common Stock for GEIC

 

  d. 0 shares of Class A Common Stock for Holdings

 

  e. 0 shares of Class A Common Stock for LGP

 

  f. 0 shares of Class A Common Stock for LGPM

 

  iv. Shared power to dispose or to direct the disposition of:

 

  a. 6,944,444 shares of Class A Common Stock for GEI V

 

  b. 6,944,444 shares of Class A Common Stock for GEI Side V

 

  c. 6,944,444 shares of Class A Common Stock for GEIC

 

  d. 6,944,444 shares of Class A Common Stock for Holdings

 

  e. 6,944,444 shares of Class A Common Stock for LGP

 

  f. 6,944,444 shares of Class A Common Stock for LGPM


Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

Not applicable.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certifications

Not applicable.


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 as of February 14, 2012

 

Green Equity Investors V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green Equity Investors Side V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

GEI Capital V, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green V Holdings, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Leonard Green & Partners, L.P.

By: LGP Management, Inc., its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

LGP Management, Inc.

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Attention: Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).


EXHIBIT INDEX

 

EXHIBIT NO.    DESCRIPTION

1

   Joint Filing Agreement, dated February 13, 2012

2

   Power of Attorney, dated February 13, 2012
EX-99.1 2 d301306dex991.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree as follows:

(i) Each party executing this joint filing agreement (the “Agreement”) is individually eligible to use the Schedule 13G to which this Exhibit is attached (the “13G”) and the 13G, including amendments thereto, is filed on behalf of each party hereto; and

(ii) Each party hereto is responsible for the timely filing of the 13G, including any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party hereto, unless such party knows or has reason to believe that such information is inaccurate.

[Signature Page Follows]


IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2012.

 

Green Equity Investors V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green Equity Investors Side V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

GEI Capital V, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green V Holdings, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Leonard Green & Partners, L.P.

By: LGP Management, Inc., its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

LGP Management, Inc.

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Signature Page to Joint Filing Agreement

EX-99.2 3 d301306dex992.htm POWER OF ATTORNEY Power Of Attorney

Exhibit 2

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints Michael Gennaro, Lance Schumacher, and Cody L. Franklin, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of the shares of Class A Common Stock of Air Lease Corporation, a Delaware corporation (the “Issuer”), the Statement on Schedule 13G (or Schedule 13D, if applicable) in accordance with Section 13 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Statement on Schedule 13G (or Schedule 13D, if applicable) and all amendment(s) thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Statement on Schedule 13G or Schedule 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

[Signature Page Follows]


IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 13th day of February, 2012.

 

Green Equity Investors V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green Equity Investors Side V, L.P.

By: GEI Capital V, LLC, its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

GEI Capital V, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Green V Holdings, LLC

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Leonard Green & Partners, L.P.

By: LGP Management, Inc., its General Partner

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

LGP Management, Inc.

By:

 

/s/ Michael Gennaro

Name:

  Michael Gennaro

Title:

  Chief Operating Officer and Secretary

Signature Page to Power of Attorney