sc13da7.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
 
 
BUILDERS FIRSTSOURCE, INC.
(Name of Issuer)
 
Common stock, par value $0.01 per share
(Title of Class of Securities)
 
12008R-10-7
(CUSIP Number)
 
Robert B. Knauss, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, New York 10017
(212) 878-0600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 25, 2015
(Date of Event Which Requires Filing of This Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨
 
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
   
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
1
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Private Equity IX, L.P.
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
2
 

SCHEDULE 13D
 CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus IX GP L.P.
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
3
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
WPP GP LLC
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
4
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Partners, L.P.
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
5
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus Partners GP LLC
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
6
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus & Co.
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
7
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Warburg Pincus LLC
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
8
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Charles R. Kaye
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
9
 

SCHEDULE 13D
 
CUSIP No. 12008R-10-7
 
  1 
  
NAME OF REPORTING PERSONS.
 
Joseph P. Landy
  2
  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)  x        (b)  ¨
 
  3
  
SEC USE ONLY
 
  4
  
SOURCE OF FUNDS (See Instructions)
 
N/A
  5
  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
 
¨
  6
  
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
0
  
  8
  
SHARED VOTING POWER
 
13,263,266
  
  9
  
SOLE DISPOSITIVE POWER
 
0
  
10
  
SHARED DISPOSITIVE POWER
 
13,263,266
11
  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
13,263,266
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)
 
12.1%
14
  
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
10
 

The Reporting Persons previously filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on March 2, 2006, as amended by Amendment No. 1 thereto filed with the SEC on December 8, 2006 (“Amendment No. 1”), Amendment No. 2 thereto filed with the SEC on March 14, 2008 (“Amendment No. 2”), Amendment No. 3 thereto filed with the SEC on September 1, 2009 (“Amendment No. 3”), Amendment No. 4 thereto filed with the SEC on October 26, 2009 (“Amendment No. 4”), Amendment No. 5 thereto filed with the SEC on January 22, 2010 (“Amendment No. 5”), and Amendment No. 6 thereto filed with the SEC on June 24, 2010 (the Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, and Amendment No. 6 are collectively referred to herein as the “Original Schedule 13D”). As disclosed in Amendment No. 6 to the Original Schedule 13D, the Reporting Persons determined to no longer file amendments to the Original Schedule 13D jointly with the JLL Reporting Persons (as defined in the Original Schedule 13D). Accordingly, the Reporting Persons filed a separate Schedule 13D with the SEC on March 16, 2012, as amended by Amendment No. 1 thereto filed with the SEC on April 17, 2012, as amended by Amendment No. 2 thereto filed with the SEC on June 19, 2012, as amended by Amendment No. 3 thereto filed with the SEC on April 15, 2015, as amended by Amendment No. 4 thereto filed with the SEC on July 30, 2015, as amended by Amendment No. 5 thereto filed with the SEC on August 3, 2015, as amended by Amendment No. 6 thereto filed with the SEC on November 20, 2015 (the “Schedule 13D”). Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons are filing this Amendment No. 7 to the Schedule 13D. All capitalized terms used herein but not defined shall have the meaning set forth in the Schedule 13D.
 
Item 2. Identity and Background
 
Item 2(a) is hereby amended and supplemented by adding the following at the end thereof:
 
This Amendment No. 7 is filed by (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”); (ii) Warburg Pincus IX GP L.P., a Delaware limited partnership (“WP IX GP”), the general partner of WP IX; (iii) WPP GP LLC, a Delaware limited liability company (“WPP GP”), the general partner of WP IX GP; (iv) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), the sole member of WPP GP; (v) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), the general partner of WP Partners; (vi) Warburg Pincus & Co., a New York general partnership (“WP”), the managing member of WP Partners GP; (vii) Warburg Pincus LLC, a New York limited liability company (“WP LLC”), which manages WP IX; and (viii) Charles R. Kaye and Joseph P. Landy, who are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the entities listed in clauses (i) through (vii). Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by such entities listed in clauses (i) through (vii). WP IX, WP IX GP, WPP GP, WP Partners, WP Partners GP, WP, WP LLC, Mr. Kaye and Mr. Landy collectively are referred to as the “Reporting Persons.”
 
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)-3 of the Securities Exchange Act, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with rule 13d-1(k)(1) of the Exchange Act is attached hereto as Exhibit A.
 
Item 4. Purpose of Transaction
 
Item 4 is hereby amended and supplemented by adding the following at the end thereof:
 
As of the date of this Amendment No. 7, except as set forth in this Schedule 13D, there are no current plans or proposals of the Reporting Persons that relate to or would result in any of the actions identified in Item 4(a) through Item 4(j).

 
11
 
 
Item 5. Interest in Securities of the Issuer
 
Section (a), Section (b), and Section (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows:
 
(a) By virtue of its direct ownership of 13,263,266 shares of Common Stock of the Company, WP IX may be deemed to be the beneficial owner of 13,263,266 shares of Common Stock of the Company, which represents 12.1% of the outstanding shares of Common Stock of the Company. The percentages used in this Schedule 13D are calculated based upon a total of 109,267,948 shares of Common Stock of the Company issued and outstanding as of November 18, 2015, based on a prospectus supplement filed with the SEC on November 23, 2015, by the Company pursuant to Rule 424(b)(5) under the Securities Act. As a result of their respective relationships with WP IX and each other, the Reporting Persons may be deemed to be the beneficial owners of 13,263,266 shares of Common Stock of the Company, which represents 12.1% of the outstanding shares of Common Stock of the Company.
 
(b) Each of WP IX GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC may be deemed to share with WP IX, the power to vote or to direct the vote and to dispose or to direct the disposition of the 13,263,266 shares of Common Stock of the Company, which WP IX may be deemed to beneficially own as of the date of this filing. Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the other Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by WP IX. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person, other than WP IX, or any of its affiliates is the beneficial owner of any shares of Common Stock of the Company for purposes of Section 13(d) of the Exchange Act or for any other purpose.
 
(c) On November 19, 2015, WP IX offered 7,000,000 shares of Common Stock of the Company for sale in a public offering pursuant to a prospectus supplement filed with the SEC by the Company on November 23, 2015, pursuant to Rule 424(b)(5) under the Securities Act. On November 25, 2015, WP IX consummated the sale of 7,000,000 shares of Common Stock of the Company to the Underwriter at a price per share of $13.05.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is hereby amended and supplemented by adding the following at the end thereof:
 
The information provided in Item 4 of this Amendment No. 7 is incorporated by reference to this Item 6.
 
Item 7. Material to be Filed as Exhibits
 
Exhibit A
  
Joint Filing Agreement, dated as of November 25, 2015.
 
 
12
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Dated: November 25, 2015
  
WARBURG PINCUS PRIVATE EQUITY IX, L.P.
   
By: Warburg Pincus IX GP L.P., its General Partner
   
By: WPP GP LLC, its General Partner
   
By: Warburg Pincus Partners, L.P., its Managing Member
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
   
Dated: November 25, 2015
  
WARBURG PINCUS IX GP L.P.
   
By: WPP GP LLC, its General Partner
   
By: Warburg Pincus Partners, L.P., its Managing Member
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
   
Dated: November 25, 2015
  
WPP GP LLC
   
By: Warburg Pincus Partners, L.P., its Managing Member
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
   
Dated: November 25, 2015
  
WARBURG PINCUS PARTNERS, L.P.
   
By: Warburg Pincus Partners GP LLC, its General Partner
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
 
 
13
 
 
Dated: November 25, 2015
  
WARBURG PINCUS PARTNERS GP LLC
   
By: Warburg Pincus & Co., its Managing Member
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
   
Dated: November 25, 2015
  
WARBURG PINCUS & CO.
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Partner
   
Dated: November 25, 2015
  
WARBURG PINCUS LLC
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Robert B. Knauss
       
Title:
  
Managing Director
   
Dated: November 25, 2015
  
CHARLES R. KAYE
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Charles R. Kaye
       
By:
  
Robert B. Knauss, Attorney-in-Fact*
   
Dated: November 25, 2015
  
JOSEPH P. LANDY
     
   
By:
  
/s/ Robert B. Knauss
       
Name:
  
Joseph P. Landy
       
By:
  
Robert B. Knauss, Attorney-in-Fact*
 
*
The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.
 
14