UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus Private Equity VIII, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 8,892,694 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
8,892,694 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
8,892,694 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
21.0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus Private Equity IX, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 4,996,737 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
4,996,737 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
4,996,737 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
11.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus Partners, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 13,889,431 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
13,889,431 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
13,889,431 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
32.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus IX, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 4,996,737 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
4,996,737 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
4,996,737 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
11.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus & Co. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 13,889,431 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
13,889,431 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
13,889,431 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
32.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Warburg Pincus LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
New York | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 13,889,431 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
13,889,431 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
13,889,431 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
32.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Charles R. Kaye |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 13,889,431 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
13,889,431 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
13,889,431 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
32.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
87612G101 |
1 | NAMES OF REPORTING PERSONS Joseph P. Landy |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States of America | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 shares of common stock | ||||
SHARES | 6 | SHARED VOTING POWER(1) | |||
BENEFICIALLY | |||||
OWNED BY | 13,889,431 shares of common stock | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 shares of common stock | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER(1) | |||
13,889,431 shares of common stock | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) | ||||
13,889,431 shares of common stock | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)(2) | ||||
32.8% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
(a) | Amount beneficially owned: | ||
8,892,694 shares of common stock | |||
(b) | Percent of class: | ||
21.0% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
8,892,694 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
8,892,694 shares of common stock |
(a) | Amount beneficially owned: | ||
4,996,737 shares of common stock | |||
(b) | Percent of class: | ||
11.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
4,996,737 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
4,996,737 shares of common stock |
(a) | Amount beneficially owned: | ||
13,889,431 shares of common stock | |||
(b) | Percent of class: | ||
32.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
13,889,431 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
13,889,431 shares of common stock |
(a) | Amount beneficially owned: | ||
4,996,737 shares of common stock | |||
(b) | Percent of class: | ||
11.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
4,996,737 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
4,996,737 shares of common stock |
(a) | Amount beneficially owned: | ||
13,889,431 shares of common stock | |||
(b) | Percent of class: | ||
32.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
13,889,431 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
13,889,431 shares of common stock |
(a) | Amount beneficially owned: | ||
13,889,431 shares of common stock | |||
(b) | Percent of class: | ||
32.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
13,889,431 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
13,889,431 shares of common stock |
(a) | Amount beneficially owned: | ||
13,889,431 shares of common stock | |||
(b) | Percent of class: | ||
32.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
13,889,431 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
13,889,431 shares of common stock |
(a) | Amount beneficially owned: | ||
13,889,431 shares of common stock | |||
(b) | Percent of class: | ||
32.8% (based on 42,292,348 shares of common stock outstanding as of December 10, 2010, as reported in the Issuers prospectus dated December 6, 2010). | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: | ||
0 shares of common stock | |||
(ii) | Shared power to vote or to direct the vote: | ||
13,889,431 shares of common stock | |||
(iii) | Sole power to dispose or to direct the disposition of: | ||
0 shares of common stock | |||
(iv) | Shared power to dispose or to direct the disposition of: | ||
13,889,431 shares of common stock |
Date: January 25, 2011 | ||||
Warburg Pincus Private Equity VIII, L.P. |
||||
By: | Warburg Pincus Partners LLC, | |||
its general partner | ||||
By: | Warburg Pincus & Co., | |||
its managing member | ||||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
Warburg Pincus Private Equity IX, L.P. |
||||
By: | Warburg Pincus IX, 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 Partners, LLC |
||||
By: | Warburg Pincus & Co., | |||
its managing member | ||||
By: | /s/ Scott A. Arenare | |||
Name: | Scott A. Arenare | |||
Title: | Partner | |||
Warburg Pincus IX, 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 & 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 | ||||
Mr. Charles R. Kaye | |||||
By: | /s/ Scott A. Arenare | ||||
Name: | Charles R. Kaye | ||||
By: | Scott A. Arenare, Attorney-in-fact* | ||||
Mr. Joseph P. Landy | |||||
By: | /s/ Scott A. Arenare | ||||
Name: | Joseph P. Landy | ||||
By: | Scott A. Arenare, Attorney-in-fact* | ||||
* | Powers of Attorney given by Messrs. Kaye and Landy were previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. |