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Filing Details

Accession Number:: 0001140361-19-003249
Form Type:: 13G Filing
Publication Date:: 2019-02-14 16:46:56

Filed By:: Thomas H. Lee Advisors, Llc
Company:: Black Knight Inc. (NYSE:BKI)
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	0.0%
Thomas H. Lee Equity Fund VI	0	0	0	0	0	0.0%
Thomas H. Lee Parallel Fund VI	0	0	0	0	0	0.0%
Thomas H. Lee Parallel (DT) Fund VI	0	0	0	0	0	0.0%
THL Equity Fund VI Investors (BKFS)	0	0	0	0	0	0.0%
THL Equity Fund VI Investors (BKFS) II	0	0	0	0	0	0.0%
THL Equity Fund VI Investors (BKFS) III	0	0	0	0	0	0.0%
THL Coinvestment Partners	0	0	0	0	0	0.0%
THL Operating Partners	0	0	0	0	0	0.0%
Great-West Investors	0	0	0	0	0	0.0%
Putnam Investments Employees Securities Company III	0	0	0	0	0	0.0%
THL Equity VI Investors (BKFS-LM)	0	0	0	0	0	0.0%
THL Equity Fund VI Investors (BKFS-NB)	0	0	0	0	0	0.0%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

BLACK KNIGHT, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

09215C105

(CUSIP Number)

December 31, 2018

(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. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	OO

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (BKFS), 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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (BKFS) II, 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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (BKFS) III, 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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	Great-West Investors 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
	0.0%

12	TYPE OF REPORTING PERSON
	PN

CUSIP NO. 0921C105

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
	0.0%

12	TYPE OF REPORTING PERSON
	OO

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	THL Equity VI Investors (BKFS-LM), 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
	0.0%

12	TYPE OF REPORTING PERSON
	OO

CUSIP NO. 0921C105

13G

1	NAME OF REPORTING PERSON
	THL Equity Fund VI Investors (BKFS-NB), 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
	0.0%

12	TYPE OF REPORTING PERSON
	OO

CUSIP NO. 0921C105

13G

Item 1 (a).

Name of Issuer:

Black Knight, Inc.

Item 1 (b). Address of Issuer’s Principal Executive Offices:

601 Riverside Avenue

Jacksonville, Florida 32204

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 (“THL 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) THL Equity Fund VI Investors (BKFS), LP, a Delaware limited partnership (“THL BKFS”); (8) THL Equity Fund VI Investors (BKFS) II, LP, a Delaware limited partnership (“THL BKFS II”); (9) THL Equity Fund VI Investors (BKFS) III, L.P., a Delaware limited partnership (“THL BKFS III”); (10) THL Equity Fund VI Investors (BKFS-LM), LLC, a Delaware limited liability company (“THL BKFS-LM”); (11) THL Equity Fund VI Investors (BKFS-NB), LLC, a Delaware limited liability company (“THL BKFS-NB” together with THL Equity VI, Parallel Fund VI, DT Fund VI, THL Coinvestment, THL Operating, THL BKFS, THL BKFS II, THL BKFS III and THL BKFS-LM, the “THL Funds”); (12) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (13) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”). Entities (1) through (11) are referred to as the “THL Entities.”

THL 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, THL Operating, THL BKFS, THL BKFS II, is the manager of THL BKFS III and the sole manager of THL BKFS-LM and THL BKFS-NB. THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, 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

CUSIP NO. 0921C105

13G

For Great West:

Great-West Investors, L.P.

8515 East Orchard Road, 3T2

Greenwood Village, CO 80111

For Putnam III:

c/o Putnam Investments, LLC

100 Federal Street

Boston, MA 02110

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

THL Equity Fund VI Investors (BKFS), L.P. – Delaware

THL Equity Fund VI Investors (BKFS) II, L.P. – Delaware

THL Equity Fund VI Investors (BKFS) III, L.P. – Delaware

THL Equity Fund VI Investors (BKFS-LM), LLC – Delaware

THL Equity Fund VI Investors (BKFS-NB), LLC – Delaware

Great-West Investors, LP – Delaware

Putnam Investments Employees’ Securities Company III LLC – Delaware

Item 2 (d).

Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2 (e).

CUSIP Number:

09215C105

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

CUSIP NO. 0921C105

13G

Item 4(c)

Number of Shares as to which Such Person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)

Shared power to dispose or to direct the disposition of: 0

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 ☒.

CUSIP NO. 0921C105

13G

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

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

Not Applicable.

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	THOMAS H. LEE PARALLEL VI INVESTORS (BKFS), 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 VI INVESTORS (BKFS) II, 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 VI INVESTORS (BKFS) III, L.P.

	By:	THL Equity Advisors VI, LLC, its manager
	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 VI INVESTORS (BKFS-LM), LLC

	By:	THL Equity Advisors VI, LLC, its manager
	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 VI INVESTORS (BKFS-NB), LLC

	By:	THL Equity Advisors VI, LLC, its manager
	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 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

THL EQUITY FUND VI INVESTORS (BKFS), 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 EQUITY FUND VI INVESTORS (BKFS) II, 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 EQUITY FUND VI INVESTORS (BKFS) III, L.P.

By:	THL Equity Advisors VI, LLC, its manager
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 EQUITY FUND VI INVESTORS (BKFS-LM), LLC

By:	THL Equity Advisors VI, LLC, its manager
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 EQUITY FUND VI INVESTORS (BKFS-NB), LLC

By:	THL Equity Advisors VI, LLC, its manager
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

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 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

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