EX-99 3 d377565dex99.htm EX-99 EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 10, 2023.

 

The Carlyle Group Inc.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Chief Financial Officer
Carlyle Holdings I GP Inc.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director and Chief Financial Officer
Carlyle Holdings I GP Sub L.L.C.
By: Carlyle Holdings I GP Inc., its sole member
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director and Chief Financial Officer
Carlyle Holdings I L.P.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director


CG Subsidiary Holdings L.L.C.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group, L.L.C.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group Sub L.P.
By: TC Group, L.L.C., its general partner
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group VI S1, L.L.C.
By:  

/s/ Jeremy Anderson

Name:   Jeremy Anderson
Title:   Authorized Person
TC Group VI S1, L.P.
By:  

/s/ Jeremy Anderson

Name:   Jeremy Anderson
Title:   Authorized Person
Carlyle Partners VI Evergreen Holdings, L.P.
By: TC Group VI S1, L.P., its general partner
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person
CP VI Evergreen Holdings, L.P.
By: TC Group VI S1, L.P., its general partner
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person


Carlyle Holdings II GP L.L.C.
By: The Carlyle Group Inc., its sole member
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Chief Financial Officer
Carlyle Holdings II L.L.C.
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group Cayman Investment Holdings, L.P.
By: CG Subsidiary Holdings L.L.C., its general partner
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group Cayman Investment Holdings Sub L.P.
By: TC Group Cayman Investment Holdings, L.P., its general partner
By: CG Subsidiary Holdings L.L.C., its general partner
By:  

/s/ Anne Frederick, attorney-in-fact

Name:   Curtis L. Buser
Title:   Managing Director
TC Group VI, L.L.C.
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person
TC Group VI, L.P.
By: TC Group VI, LLC, its general partner
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person


Flex Credit Acquisition Company LLC
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person
CP Cayman Opportunities Holdings, L.P.
By: Flex Credit Acquisition Company LLC, its general partner
By:  

/s/ Jeremy W. Anderson

Name:   Jeremy W. Anderson
Title:   Authorized Person