Filing Details
- Accession Number:
- 0001140361-19-003240
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-14 16:38:38
- Filed By:
- Thomas H. Lee Advisors, Llc
- Company:
- Odp Corp (NASDAQ:ODP)
- Filing Date:
- 2019-02-14
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Thomas H. Lee Advisors | 0 | 0 | 0 | 0 | 0 | 0% |
Thomas H. Lee Equity Fund VI | 0 | 0 | 0 | 0 | 0 | 0% |
Thomas H. Lee Parallel Fund VI | 0 | 0 | 0 | 0 | 0 | 0% |
Thomas H. Lee Parallel (DT) Fund VI | 0 | 0 | 0 | 0 | 0 | 0 12 TYPE OF REPORTING PERSON PN CUSIP NO. 676220106 13G 1 NAME OF REPORTING PERSON THL Coinvestment Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER -0- 6 SHARED VOTING POWER -0- 7 SOLE DISPOSITIVE POWER -0- 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% |
THL Coinvestment Partners | 0 | 0 | 0 | 0 | 0 | 0% |
THL Operating Partners | 0 | 0 | 0 | 0 | 0 | 0% |
Great-West Investors | 0 | 0 | 0 | 0 | 0 | 0% |
Putnam Investments Employees Securities Company III | 0 | 0 | 0 | 0 | 0 | 0% |
Putnam Investment Holdings | 0 | 0 | 0 | 0 | 0 |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)*
Under the Securities Exchange Act of 1934
OFFICE DEPOT INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
676220106
(CUSIP Number)
November 8, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☒ | Rule 13d-1(c) |
☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Thomas H. Lee Advisors, LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
OO | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Thomas H. Lee Equity Fund VI, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Thomas H. Lee Parallel Fund VI, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Thomas H. Lee Parallel (DT) Fund VI, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0 | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
THL Coinvestment Partners, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
THL Operating Partners, L.P. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON* | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Great-West Investors, LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON* | | | ||
PN | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Putnam Investments Employees’ Securities Company III LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
OO | | | |||
| |
CUSIP NO. 676220106 | 13G | |
1 | NAME OF REPORTING PERSON | | | ||
Putnam Investment Holdings, LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
(a)☐ | |||||
(b)☒ | | | |||
3 | SEC USE ONLY | | | ||
| | | |||
| | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
-0- | | | |||
| | ||||
6 | SHARED VOTING POWER | | | ||
-0- | | | |||
| | ||||
7 | SOLE DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
8 | SHARED DISPOSITIVE POWER | | | ||
-0- | | | |||
| | ||||
9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
-0- | | | |||
| | ||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | | | ||
☐ | | | |||
| | ||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | | ||
0% | | | |||
| | ||||
12 | TYPE OF REPORTING PERSON | | | ||
OO | | | |||
| |
CUSIP NO. 676220106 | 13G | |
Item 1 (a). | Name of Issuer: |
Office Depot Inc.
Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
6600 North Military Trail
Boca Raton, FL 33496
Item 2 (a). | Name of Person Filing: |
This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) Thomas H. Lee Advisors, LLC, a
Delaware limited liability company (“Advisors”); (2) Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership (“THL Equity VI”); (3) Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership (“Parallel Fund VI”); (4) Thomas H.
Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (“DT Fund VI”); (5) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (6) THL Operating Partners, L.P., a Delaware limited partnership (“THL
Operating”); (7) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (8) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”); (9) Putnam Investment Holdings, LLC, a
Delaware limited liability company (“Putnam”). Entities (1) through (6) are referred to as the “THL Entities”.
Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole
member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI and THL Operating. THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which
is the managing member of Putnam, which in turn is the managing member of Putnam III.
Item 2 (b). | Address of Principal Business Office or, if none, Residence: |
For the THL Entities:
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110
For Great West:
Great-West Investors, L.P.
8515 East Orchard Road, 3T2
Greenwood Village, CO 80111
For Putnam and Putnam III:
c/o Putnam Investments, LLC
100 Federal Street,
Boston, MA 02110
CUSIP NO. 676220106 | 13G | |
Item 2 (c). | Citizenship: |
Thomas H. Lee Advisors, LLC – Delaware
Thomas H. Lee Equity Fund VI, L.P. – Delaware
Thomas H. Lee Parallel Fund VI, L.P. – Delaware
Thomas H. Lee Parallel (DT) Fund VI, L.P. – Delaware
THL Coinvestment Partners, L.P. – Delaware
THL Operating Partners, L.P. – Delaware
Great-West Investors, LP – Delaware
Putnam Investment Holdings, LLC – Delaware
Putnam Investments Employees’ Securities Company III LLC – Delaware
Item 2 (d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share
Item 2 (e). | CUSIP Number: |
676220106
Item 3. | Not Applicable |
Item 4 | Ownership |
Item 4 (a) | Amount Beneficially Owned |
This Schedule 13G is being filed on behalf of the Reporting Persons. As of the date hereof, the Reporting Persons beneficially own zero
(0) shares of the Issuer’s Common Stock.
Item 4 (b) | Percent of Class |
See Item 4(a) hereof
Item 4 (c) | Number of Shares as to which Such Person has: |
(i) | Sole power to vote or to direct the vote: |
See Item 5 of each cover page
(ii) | Shared power to vote or to direct the vote: |
See Item 6 of each cover page
(iii) | Sole power to dispose or to direct the disposition of: |
See Item 7 of each cover page
(iv) | Shared power to dispose or to direct the disposition of: |
See Item 8 of each cover page
CUSIP NO. 676220106 | 13G | |
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference. Other than set forth herein, no
knowledge of anyone owning 5% or more.
Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group |
See Item 4(a) above.
Item 9. | Notice of Dissolution of Group |
Not Applicable.
Item 10. | Certification |
(c) By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THOMAS H. LEE ADVISORS, LLC | |
By: THL Holdco, LLC, its managing member | ||
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THOMAS H. LEE EQUITY FUND VI, L.P. | |
By: | THL Equity Advisors VI, LLC, its general partner | |
By: | Thomas H. Lee Partners, L.P., its sole member | |
By: | Thomas H. Lee Advisors, LLC, its general partner | |
By: | THL Holdco, LLC, its managing member | |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THOMAS H. LEE PARALLEL FUND VI, L.P. | |
By: | THL Equity Advisors VI, LLC, | |
its general partner | ||
By: | Thomas H. Lee Partners, L.P., its sole member | |
By: | Thomas H. Lee Advisors, LLC, its general partner | |
By: | THL Holdco, LLC, its managing member | |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. | |
By: | THL Equity Advisors VI, LLC, its general partner | |
By: | Thomas H. Lee Partners, L.P., its sole member | |
By: | Thomas H. Lee Advisors, LLC, its general partner | |
By: | THL Holdco, LLC, its managing member |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THL COINVESTMENT PARTNERS, L.P. | |
By: | Thomas H. Lee Partners, L.P., its general partner | |
By: | Thomas H. Lee Advisors, LLC, its general partner | |
By: | THL Holdco, LLC, its managing member | |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | THL OPERATING PARTNERS, L.P. | ||
By: | Thomas H. Lee Partners, L.P., its general partner | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | GREAT-WEST INVESTORS, LP | |
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | |
By: | THL Holdco, LLC, its managing member |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | PUTNAM INVESTMENT HOLDINGS, LLC | |
By: | Putnam Investments, LLC, its managing member | |
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | |
By: | THL Holdco, LLC, its managing member | |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2019 | PUTNAM INVESTMENTS EMPLOYEES’ | |
SECURITIES COMPANY III, LLC | ||
By: | Putnam Investment Holdings, LLC, its managing member | |
By: | Putnam Investments, LLC, its managing member | |
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | |
By: | THL Holdco, LLC, its managing member | |
By: | /s/ Charles P. Holden | |
Name: Charles P. Holden | ||
Title: Managing Director |
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on
behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Dated: February 14, 2019 | | ||
THOMAS H. LEE ADVISORS, LLC | |||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |
THOMAS H. LEE EQUITY FUND VI, L.P. | |||
By: | THL Equity Advisors VI, LLC, its general partner | ||
By: | Thomas H. Lee Partners, L.P., its sole member | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |
THOMAS H. LEE PARALLEL FUND VI, L.P. | |||
By: | THL Equity Advisors VI, LLC, its general partner | ||
By: | Thomas H. Lee Partners, L.P., its sole member | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |
THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. | |||
By: | THL Equity Advisors VI, LLC, its general partner | ||
By: | Thomas H. Lee Partners, L.P., its sole member | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |
THL COINVESTMENT PARTNERS, L.P. | |||
By: | Thomas H. Lee Partners, L.P., its general partner | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director | ||
THL OPERATING PARTNERS, L.P. | |||
By: | Thomas H. Lee Partners, L.P., its general partner | ||
By: | Thomas H. Lee Advisors, LLC, its general partner | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director | ||
GREAT-WEST INVESTORS, LP | |||
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director | ||
Putnam Investment Holdings, LLC | |||
By: | Putnam Investments, LLC, its managing member | ||
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director | ||
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC | |||
By: | Putnam Investment Holdings, LLC, its managing member | ||
By: | Putnam Investments, LLC, its managing member | ||
By: | Thomas H. Lee Advisors, LLC, its attorney-in-fact | ||
By: | THL Holdco, LLC, its managing member | ||
By: | /s/ | Charles P. Holden | |
Name: | Charles P. Holden | ||
Title: | Managing Director |