CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 2 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII International Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII International Ltd. is calculated assuming a total of 161,597,837 shares of Common Stock, par value $0.01 per share (the “Common Stock”), of OUTFRONT Media Inc. (the “Issuer”)
deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding as of August 5, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the
Securities and Exchange Commission on August 6, 2020 (the “Second Quarter 10-Q”), and (ii) 17,187,500 shares of Common Stock issuable upon the conversion of the shares of Series A Convertible Perpetual Preferred Stock, par value
$0.01 per share (the “Series A Preferred Stock”), of the Issuer directly held by PEP VIII-A SPV, L.P. (“PEP VIII-A SPV”); PEP VIII (Scotland) SPV, L.P. (“PEP Scotland SPV”); PEP VIII SPV, L.P.(“ PEP 5 SPV”); PEP
VIII-A AIV SPV, L.P. (“PEP 6 SPV ”); PEP VIII Co-Invest SPV, L.P. (“PEP Advertising SPV ”) (the foregoing entities collectively, the “PEP SPVs”).
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 3 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII L.P. is calculated assuming a total of 161,597,837 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of
Common Stock outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 17,187,500 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by the PEP SPVs.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 4 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII (Scotland) International Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII (Scotland) International Ltd. is calculated assuming a total of 144,481,524.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337
shares of Common Stock outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 71,187.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 5 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII (Scotland) L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII (Scotland) L.P. is calculated assuming a total of 144,481,524.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337
shares of Common Stock outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 71,187.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 6 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII-A L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
3.16%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII-A is calculated assuming a total of 149,128,087 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding
as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 4,717,750 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP VIII-A SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 7 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII (Scotland) L.P
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Scotland UK
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Scotland is calculated assuming a total of 144,481,524.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 71,187.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 8 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 5 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
4.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 5 is calculated assuming a total of 151,321,649.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding as
of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 6,911,312.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP 5 SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 9 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 6 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
1.61%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 6 is calculated assuming a total of 146,772,587 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding as of
August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 2,362,250 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP 6 SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 10 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Advertising Co-Investment L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
2.12%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Advertising is calculated assuming a total of 147,535,337.00 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 3,125,000 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Advertising SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 11 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII GP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII GP LLC is calculated assuming a total of 161,597,837 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 17,187,500 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by the PEP SPVs.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 12 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII-A SPV, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,717,750 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
3.16%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII-A SPV is calculated assuming a total of 149,128,087 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 4,717,750 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP VIII-A SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 13 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII (Scotland) SPV L.P
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Scotland SPV is calculated assuming a total of 144,481,524.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 71,187.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 14 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII SPV, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
4.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 5 SPV is calculated assuming a total of 151,321,649.50 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock
outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 6,911,312.50 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP 5 SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 15 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII-A AIV SPV, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,362,250 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
1.61%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 6 SPV is calculated assuming a total of 146,772,587 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i) 144,410,337 shares of Common Stock outstanding
as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 2,362,250 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP 6 SPV.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 16 of 23
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Co-Invest SPV, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
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
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
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)
|
|
|
||
2.12%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
The ownership percentage set forth herein for PEP Advertising SPV is calculated assuming a total of 147,535,337.00 shares of Common Stock of the Issuer deemed issued and outstanding, which includes (i)
144,410,337 shares of Common Stock outstanding as of August 5, 2020, as set forth in the Second Quarter 10-Q, and (ii) 3,125,000 shares of Common Stock issuable upon the conversion of the shares of Series A Preferred Stock held by PEP
Advertising SPV.
|
CUSIP No. 69007J106
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SCHEDULE 13D
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Page 17 of 23
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Item 2. |
Identity and Background.
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PEP VIII International Ltd., a Cayman Islands limited company (“PEP International”);
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Providence Equity GP VIII L.P., a Cayman Islands exempted limited partnership (“PEP GP VIII”);
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PEP VIII (Scotland) International Ltd., a Cayman Islands limited company (“PEP Scotland International”);
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Providence Equity GP VIII (Scotland) L.P., a Delaware limited partnership (“PEP GP Scotland”);
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Providence Equity Partners VIII-A L.P., a Cayman Islands exempted limited partnership (“PEP VIII-A”);
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Providence Equity Partners VIII (Scotland) L.P., a Scottish partnership (“PEP Scotland”);
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PEP VIII Intermediate 5 L.P., a Delaware limited partnership (“PEP 5”);
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PEP VIII Intermediate 6 L.P., a Delaware limited partnership (“PEP 6”);
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PEP VIII Advertising Co-Investment L.P., a Delaware limited partnership (“PEP Advertising”); (collectively with PEP VIII-A, PEP Scotland, PEP 5 and PEP 6, the “Initial PEP Direct Holders” and known as the PEP Direct Holders
in the Original 13D and Amendment No. 1);
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PEP VIII GP LLC, a Delaware limited liability company (“SPV GP”);
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PEP VIII-A SPV, L.P., a Delaware limited partnership (“PEP VIII-A SPV”);
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PEP VIII (Scotland) SPV, L.P., a Delaware limited partnership (“PEP Scotland SPV”);
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PEP VIII SPV, L.P., a Delaware limited partnership (“PEP 5 SPV”);
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PEP VIII-A AIV SPV, L.P., a Delaware limited partnership (“PEP 6 SPV”); and
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PEP VIII Co-Invest SPV, L.P., a Delaware limited partnership (“PEP Advertising SPV”) (collectively with PEP VII-A SPV, PEP Scotland SPV, PEP 5 SPV and PEP SPV 6, the “PEP SPVs”).
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 18 of 23
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Item 3. |
Source and Amount of Funds or Other Consideration.
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Item 4. |
Purpose of Transaction.
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Item 5. |
Interest in Securities of the Issuer.
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PEP VIII-A SPV directly holds 75,484 shares of Series A Preferred Stock, convertible at any time at its option into 4,717,750 shares of Common Stock or 3.16% of the deemed issued and outstanding shares of Common Stock (calculated
assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP VIII-A SPV);
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PEP Scotland SPV directly holds 1,139 shares of Series A Preferred Stock, convertible at any time at its option into 71,187.50 shares of Common Stock or 0.05% of the deemed issued and outstanding shares of Common Stock (calculated
assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP Scotland SPV);
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 19 of 23
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PEP 5 SPV directly holds 110,581 shares of Series A Preferred Stock, convertible at any time at its option into 6,911,312.50 shares of Common Stock or 4.57% of the deemed issued and outstanding shares of Common Stock (calculated assuming
the conversion of only the shares of Series A Preferred Stock directly held by PEP 5);
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PEP 6 SPV directly holds 37,796 shares of Series A Preferred Stock, convertible at any time at its option into 2,362,250 shares of Common Stock or 1.61% of the deemed issued and outstanding shares of Common Stock (calculated assuming the
conversion of only the shares of Series A Preferred Stock directly held by PEP 6 SPV); and
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PEP Advertising SPV directly holds 50,000 shares of Series A Preferred Stock, convertible at any time at its option into 3,125,000 shares of Common Stock or 2.12% of the deemed issued and outstanding shares of Common Stock (calculated
assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP Advertising SPV).
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 20 of 23
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7. |
Material to be Filed as Exhibits.
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8 |
Joinder to Investment Agreement, dated September 18, 2020, by and among PEP VIII-A SPV, L.P., PEP VIII (Scotland) SPV, L.P., PEP VIII SPV, L.P., PEP VIII-A AIV SPV, L.P. and PEP VIII Co-Invest SPV, L.P.
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9 |
Joinder to Registration Rights Agreement, dated September 18, 2020, by and among PEP VIII-A SPV, L.P., PEP VIII (Scotland) SPV, L.P., PEP VIII SPV, L.P., PEP VIII-A AIV SPV, L.P. and PEP VIII Co-Invest SPV, L.P.
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10 |
Joint Filing Agreement, dated as of September 21, 2020, by and among PEP VIII International Ltd., Providence Equity GP VIII L.P., PEP VIII (Scotland) International Ltd., Providence Equity GP VIII (Scotland) L.P., Providence Equity
Partners VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP VIII Intermediate 5 L.P., PEP VIII Intermediate 6 L.P., PEP VIII Advertising Co-Investment L.P., PEP VIII GP LLC, PEP VIII-A SPV, L.P., PEP VII (Scotland) SPV, L.P.,
PEP VIII SPV, L.P., PEP VIII-A AIV SPV, L.P., and PEP VIII Co-Invest SPV, L.P.
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 21 of 23
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PEP VIII INTERNATIONAL LTD.
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY GP VIII L.P.
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII (SCOTLAND) INTERNATIONAL LTD.
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PROVIDENCE EQUITY GP VIII (SCOTLAND) L.P.
By: PEP VIII (Scotland) International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY PARTNERS VIII-A L.P.
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By: Providence Equity GP VIII L.P., its general partner
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY PARTNERS VIII (SCOTLAND) L.P.
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By: Providence Equity GP VIII (Scotland) L.P., its general partner
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By: PEP VIII (Scotland) International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 22 of 23
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PEP VIII INTERMEDIATE 5 L.P.
By: Providence Equity GP VIII L.P., its general partner
By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII INTERMEDIATE 6 L.P.
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By: Providence Equity GP VIII L.P., its general partner
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII ADVERTISING CO-INVESTMENT L.P.
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By: Providence Equity GP VIII L.P., its general partner
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII GP LLC
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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CUSIP No. 69007J106
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SCHEDULE 13D
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Page 23 of 23
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PEP VIII (SCOTLAND) SPV L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A AIV SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII Co-Invest SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its sole member
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member- manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member- manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII (SCOTLAND) SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member- manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A AIV SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII CO-INVEST SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII (SCOTLAND) SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII-A AIV SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII CO-INVEST SPV, L.P.
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By: PEP VIII GP LLC, its general partner
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By: Providence Equity GP VIII L.P., its member-manager
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By:
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/s/ Sarah N. Conde
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Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII INTERNATIONAL LTD.
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY GP VIII L.P.
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PEP VIII (SCOTLAND) INTERNATIONAL LTD.
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY GP VIII (SCOTLAND) L.P.
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By: PEP VIII (Scotland) International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY PARTNERS VIII-A L.P.
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By: Providence Equity GP VIII L.P., its general partner
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By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
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Title: Authorized Signatory
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PROVIDENCE EQUITY PARTNERS VIII (SCOTLAND) L.P.
By: Providence Equity GP VIII (Scotland) L.P., its general partner
By: PEP VIII (Scotland) International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII INTERMEDIATE 5 L.P.
By: Providence Equity GP VIII L.P., its general partner
By: PEP VIII International Ltd., its general partner
|
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII INTERMEDIATE 6 L.P.
By: Providence Equity GP VIII L.P., its general partner
By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII ADVERTISING CO-INVESTMENT L.P.
By: Providence Equity GP VIII L.P., its general partner
By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII GP LLC
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII-A SPV, L.P.
By: PEP VIII GP LLC, its general partner
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
|
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII (SCOTLAND) SPV L.P.
By: PEP VIII GP LLC, its general partner
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
|
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII SPV, L.P.
By: PEP VIII GP LLC, its general partner
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
|
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII-A AIV SPV, L.P.
By: PEP VIII GP LLC, its general partner
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
|
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII Co-Invest SPV, L.P.
By: PEP VIII GP LLC, its general partner
By: Providence Equity GP VIII L.P., its sole member
By: PEP VIII International Ltd., its general partner
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By:
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/s/ Sarah N. Conde | |
Name: Sarah N. Conde
Title: Authorized Signatory
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PEP VIII International Ltd.
|
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Name
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Employer & Business
Address
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Present Principal
Occupation or
Employment
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Citizenship
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Jonathan M. Nelson
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PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Director of PEP VIII International Ltd.
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United States
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John C. Hahn
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PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Director of PEP VIII International Ltd.
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United States and United Kingdom
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Michael J. Dominguez
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PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Director of PEP VIII International Ltd.
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United States
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Peter O. Wilde
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PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Director of PEP VIII International Ltd.
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United States
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Marc G. Puglia
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PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Chief Financial Officer of PEP VIII International Ltd. and Director of PEP VIII (Scotland) International Ltd.
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United States
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PEP VIII (Scotland) International Ltd.
|
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Name
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Employer & Business
Address
|
Present Principal
Occupation or
Employment
|
Citizenship
|
Sarah N. Conde
|
PEP VIII (Scotland) International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Director of PEP VIII (Scotland) International Ltd.
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United States
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Marc G. Puglia
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
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Chief Financial Officer of PEP VIII International Ltd. and Director of PEP VIII (Scotland) International Ltd.
|
United States
|