Filing Details

1	NAMES OF REPORTING PERSONS
	WP Clipper GG 14 L.P. (“WPGG14 Purchaser”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			11,694,581 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,694,581 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,694,581 (1)
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)
	7.4 (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	WP Clipper FS II L.P. (“WPFSII Purchaser”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,898,193 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,898,193 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,898,193 (1)
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)
	2.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Callisto) Global Growth 14 (Cayman), L.P. (“WP Callisto 14”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,276,938 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,276,938 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,276,938 (1)
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)
	2.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Europa) Global Growth 14 (Cayman), L.P. (“WP Europa 14”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			1,787,867 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,787,867 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,787,867 (1)
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)
	1.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Global Growth 14-B (Cayman), L.P. (“WP Global Growth 14-B”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,352,486 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,352,486 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,352,486 (1)
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)
	2.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Global Growth 14-E (Cayman), L.P. (“WP Global Growth 14-E”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			1,414,109 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,414,109 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,414,109 (1)
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)
	0.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Global Growth 14 Partners (Cayman), L.P. (“Warburg Pincus Global Growth 14 Partners”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			1,317,278 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,317,278 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,317,278 (1)
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)
	0.8% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	WP Global Growth 14 Partners (Cayman), L.P. (“WP Global Growth 14 Partners”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			545,903 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			545,903 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	545,903 (1)
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)
	0.3% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

(1) The information set forth in Items 2, 3, 4, 5 and 6 is incorporated herein by reference.

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Financial Sector II (Cayman), L.P. (“WP Financial Sector II LP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,263,372 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,263,372 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,263,372 (1)
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)
	2.1% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Financial Sector II-E (Cayman), L.P. (“WP Financial Sector II-E”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			307,295 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			307,295 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	307,295 (1)
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)
	0.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Financial Sector II Partners (Cayman), L.P. (“WP Financial Sector II Partners”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			327,526 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			327,526 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	327,526 (1)
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)
	0.2% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Cayman) Global Growth 14 GP, L.P. (“WPGG Cayman 14 GP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			11,694,581 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,694,581 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,694,581 (1)
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)
	7.4% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Cayman) Global Growth 14 GP LLC (“WPGG Cayman 14 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
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
			11,694,581 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,694,581 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,694,581 (1)
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)
	7.4% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Cayman) Financial Sector II GP, L.P. (“WPFS Cayman II GP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			3,898,193 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,898,193 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,898,193 (1)
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)
	2.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Cayman) Financial Sector II GP LLC (“WPFS Cayman II 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
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
			3,898,193 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,898,193 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,898,193 (1)
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)
	2.5% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus Partners II (Cayman), L.P. (“WPP II Cayman”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
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
			15,592,774 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,592,774 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,592,774 (1)
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)
	9.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

1	NAMES OF REPORTING PERSONS
	Warburg Pincus (Bermuda) Private Equity GP Ltd. (“WP Bermuda GP”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,592,774 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,592,774 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,592,774 (1)
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)
	9.9% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

---

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

(a)-(c) This Statement is being jointly filed by the following persons (each, a “Warburg Pincus Reporting Person” and collectively, the “Warburg Pincus Reporting Persons”) pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 3.

Source and Amount of Funds or Other Consideration.

On November 30, 2023, pursuant to that certain Investment Agreement, dated as of July 25, 2023 (the “Investment Agreement”), by and among the Issuer and the Purchasers, substantially concurrently with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 25, 2023 (the “Merger Agreement”), by and among the Issuer, PacWest Bancorp, a Delaware corporation (“PacWest”), and Cal Merger Sub, Inc., a Delaware corporation, (a) WPGG14 Purchaser invested an aggregate of $243,750,000 (net of certain expenses reimbursed by the Issuer) in the Issuer in exchange for the sale and issuance, at a purchase price of $12.30 per share, of (i) 11,694,581 shares of common stock, par value $0.01 per share, of the Issuer (the “Common Stock”) and (ii) 8,122,492 shares of a new class of non-voting, common equivalent stock, par value $0.01 per share, of the Issuer (the “NVCE Stock”), (b) WPFSII Purchaser invested an aggregate of $81,250,000 (net of certain expenses reimbursed by the Issuer) in the Issuer in exchange for the sale and issuance, at a purchase price of $12.30 per share, of (i) 3,898,193 shares of Common Stock and (ii) 2,707,498 shares of NVCE Stock, and (c) the Issuer issued to the Purchasers warrants to purchase 15,853,658 shares of NVCE Stock, with such warrants having an exercise price of $15.375 (a 25% premium to the price paid on the Common Stock and the NVCE Stock) per share (the “Warrants” and, together with clauses (a) and (b), the “Investments”). As more fully described in Item 4 below, because the NVCE Stock (including shares of NVCE Stock for which the Warrants may be exercised) received by the Purchasers are not convertible into Common Stock within sixty days and are subject to the receipt of regulatory approvals, they have been excluded from the Warburg Pincus Reporting Persons’ beneficial ownership reported herein.

 

To enable the Purchasers to fund payment of the aggregate purchase price under the Investment Agreement, the Purchasers obtained equity commitments from the WP Global Growth 14 Funds and the WP Financial Sector II Funds, pursuant to which the WP Global Growth 14 Funds and the WP Financial Sector II Funds committed to make an aggregate cash contribution to WPGG14 Purchaser and WPFSII Purchaser, respectively, in exchange for equity securities of the applicable Purchaser, for the purpose of funding the aggregate purchase price under the Investment Agreement and related costs, fees and expenses. The WP Global Growth 14 Funds and the WP Financial Sector II Funds funded their cash commitments under the Investment Agreement with capital contributions, including from their respective limited partners, together with available line of credit.

 

Immediately following the closing of the transactions contemplated by the Investment Agreement (the “Closing”), WPGG14 Purchaser and WPFSII Purchaser transferred 1,524,390 shares and 508,130 shares of NVCE Stock, respectively, to the Specified Transferee (as defined in the Investment Agreement) pursuant to a private sale in exchange for aggregate consideration of $25 million (the “Private Sale”).  After the 180 day anniversary of the Closing, the Purchasers will transfer a pro rata portion of the Warrants to the Specified Transferee, subject to the conditions set forth in the Investment Agreement.

 

Immediately following the Closing and the closing of the Private Sale, the Purchasers owned approximately 9.9% of the outstanding Common Stock of the Issuer.

 

Item 4.

Purpose of Transaction.

The information set forth in Items 3 and 6 of this Statement is hereby incorporated by reference into this Item 4.

 

The Warburg Pincus Reporting Persons beneficially own the Common Stock for investment purposes.  The proceeds received by the Issuer from the Investments were used to fund a portion of the cash consideration delivered by the Issuer in connection with acquisition of PacWest pursuant to the Merger Agreement (the “Merger”).

 

Investment Agreement

 

The following is a description of certain additional material terms of the Investment Agreement and the Investments.

 

Transfer Restrictions. Subject to certain exceptions, the Purchasers are prohibited from transferring the Investments for 90 days following the Closing (the “Lock-Up Period”). Following the Lock-Up Period, until the 180-day anniversary of the Closing, subject to certain exceptions, the Purchasers are prohibited from transferring 25% of the Investments. The Purchasers are subject to certain additional transfer restrictions following the expiration of such 180-day period.

 

Indemnification.  Pursuant to the Investment Agreement, the Issuer and the Purchasers agree to indemnify the other and their affiliates from and against all losses (subject to certain exceptions) directly resulting from (a) any inaccuracy in or breach of any representation or warranty of such party set forth in the Investment Agreement or (b) such party’s breach of any of its agreements or covenants in the Investment Agreement, in each case, subject to certain limitations.

 

 Board Representation.  Pursuant to the Investment Agreement, after the Closing, the Purchasers will be entitled to nominate one representative to be appointed to the board of directors (the “Board”) of the Issuer, subject to certain eligibility requirements, so long as the Purchasers and their affiliates beneficially own the lesser of (a) 5% of the-outstanding shares of Common Stock (on an as-converted basis) and (b) 50% of the Common Stock (on an as-converted basis) that the Purchasers beneficially own immediately following the Closing (such time, the “Director Rights Period”).  Effective as of the Closing, the Issuer appointed, at the Purchasers’ request, Todd Schell (a Principal in WP LLC’s Financial Services group) to the Board as the Purchasers’ representative.  During the Director Rights Period, the Purchasers and their affiliates will be subject to standstill obligations with respect to the Issuer.

 

Charter Amendment; Limitations on Conversion to Common Stock.  On November 28, 2023, the Issuer filed Articles of Amendment (the “Articles of Amendment”) with the Maryland State Department of Assessment and Taxation to amend Section F of Article 6 of the Second Articles of Restatement of the Issuer (the “Charter”) in a manner to exempt the Purchasers and their affiliates from the application of Section F of Article 6 (other than paragraph 4 thereof) of the Charter, which prohibits any stockholder who beneficially owns more than 10% of the Issuer’s Common Stock from voting such shares.

 

Subject to the receipt of prior regulatory approval as described below, following the 90th day after the Closing and upon the written request of the Purchasers (or certain permitted transferees), the Purchasers (or such transferees) may request that the Issuer use its reasonable best efforts to permit the Purchasers (or such transferees) to exchange all or a portion of such person’s shares of NVCE Stock (including shares of NVCE Stock for which the Warrants may be exercised) for shares of Common Stock or non-voting common stock of the Issuer, subject to the satisfaction of certain conditions specified in the Investment Agreement, including the receipt of any required regulatory approvals. If the Purchasers would acquire, or be deemed by the Federal Reserve or any other applicable banking regulator to be acquiring directly or as part of a group acting in concert, 10% or more of the outstanding Common Stock as a result of such exchange, then the Purchasers must seek any additional approvals, consents or non-objections of the Federal Reserve or any other governmental entity required in connection with the acquisition or control of 10% or more of a class of voting securities of the Issuer. The Purchasers’ ability to exchange of all or a portion of the NVCE Stock (including shares of NVCE Stock for which the Warrants may be exercised) for shares of Common Stock is also subject to the Purchasers not owning more than 24.9% of voting securities of the Issuer as calculated under applicable regulations of the Board of Governors of the Federal Reserve System.

 

Certain Other Terms and Conditions of the Investment Agreement.  The Investment Agreement contains customary representations, warranties and agreements of each party. The Closing was conditioned on, among other things, the substantially concurrent closing of the Merger and the Purchasers receiving oral confirmation from the Board of Governors of the Federal Reserve System or Federal Reserve Bank of San Francisco that the Investments would not result in the Purchasers being deemed to have “control” of the Issuer for purposes of the BHC Act or CIBC Act (each as defined in the Investment Agreements).

 

Articles Supplementary

 

On November 28, 2023, the Issuer filed Articles Supplementary (the “Articles Supplementary”) with the Maryland State Department of Assessment and Taxation to create, out of the Issuer’s authorized but unissued preferred stock, the NVCE Stock. Subject to any applicable transfer restrictions in the Investment Agreement, each share of NVCE Stock will automatically convert into one share of Common Stock, subject to certain adjustments, when transferred (a) to the Issuer, (b) in a widespread public distribution, (c) in a transfer in which no transferee (or group of associated transferees) would receive 2% or more of the outstanding securities of any class of voting securities of the Issuer or (d) to a purchaser that would control more than fifty percent (50%) of every class of voting securities of the Issuer without any transfer from such holder of the NVCE Stock.  Each share of NVCE Stock is entitled to receive, when, as and if declared by the Board, all cash dividends or distributions made in respect of the shares of the Common Stock, at the same time and on the same terms as holders of Common Stock, subject to certain adjustments.  Subject to certain customary exceptions, the NVCE Stock does not have any voting rights and ranks pari passu with the Common Stock. The Issuer does not have redemption rights with respect to the NVCE Stock.

 

Warrants

 

At the Closing, the Issuer issued the Warrants to the Purchasers at an exercise price of $15.375 per share, subject to customary anti-dilution adjustments provided under the Warrants. Prior to the seven-year anniversary of the Closing, the Warrants (a) may be exercised by the warrantholder or (b) shall automatically be exercised if the market price of the Common Stock reaches or exceeds $24.60 (a 100% premium to the price paid by the Purchasers for the Common Stock and the NVCE Stock) for twenty or more trading days during any thirty-consecutive trading day period.  The Warrants may be settled on a “net share” basis by applying shares of NVCE Stock otherwise issuable under the Warrants in satisfaction of the exercise price.

 

Registration Rights Agreement

 

At the Closing, the Purchasers entered into a registration rights agreement (the “Registration Rights Agreement”) with the Issuer, pursuant to which the Issuer will provide customary registration rights to the Purchasers and their affiliates and certain permitted transferees with respect to the Common Stock purchased under the Investment Agreement, and shares of Common Stock issued upon the conversion of shares of the NVCE Stock purchased under the Investment Agreement or issued upon the exercise of the Warrants. Under the Registration Rights Agreement, the Purchasers will, following the Lock-Up Period, be entitled to S-3 shelf registration rights (or S-1 demand registration rights, if applicable), rights to request a certain number of underwritten shelf takedowns, as well as piggyback registration rights, in each case, subject to certain limitations as set forth in the Registration Rights Agreement.

 

Item 5.

Interest in Securities of the Issuer.

(a) and (b) Calculations of the percentage of the common shares beneficially owned are based on a total of approximately 157.5 million shares of Common Stock issued and outstanding as of November 30, 2023, as reported in the Issuer’s Current Report on Form 8-K, as filed with the SEC on December 1, 2023.

The aggregate number and percentage of the shares of Common Stock beneficially owned by each Warburg Pincus Reporting Person and, for each Warburg Pincus Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by reference.

As of the date hereof, WPGG14 Purchaser directly holds 11,694,581 shares of Common Stock and WPFSII Purchaser directly holds 3,898,193 shares of Common Stock, collectively representing approximately 9.9% of the outstanding shares of Common Stock.  As described in Item 4, the Warburg Pincus Reporting Persons do not expect to have the right to acquire beneficial ownership of additional shares of Common Stock within 60 days by virtue of the Purchasers’ ownership of the NVCE Stock or the Warrants.

WPGG14 Purchaser is controlled by the WP Global Growth 14 Funds; WPFSII Purchaser is controlled by the WP Financial Sector II Funds; WPGG Cayman 14 GP is the general partner of each of the WP Global Growth 14 Funds; WPGG Cayman 14 GP LLC is the general partner of WPGG Cayman 14 GP; WPFS Cayman II GP is the general partner of each of the WP Financial Sector II Funds; WPFS Cayman II GP LLC is the general partner of WPFS Cayman II GP; WPP II Cayman is the managing member of WPGG Cayman 14 GP LLC and WPFS Cayman II GP LLC; WP Bermuda GP is the general partner of WPP II Cayman; and WP LLC is the manager of the WP Global Growth 14 Funds and WP Financial Sector II Funds. Investment and voting decisions with respect to the shares of Common Stock held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares of Common Stock held by the Warburg Pincus Reporting Persons.

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person (except for WP Clipper GG 14 L.P., the WP Global Growth 14 Funds, WP Clipper FS II L.P. and WP Financial Sector II Funds to the extent set forth herein) is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose and each of the Warburg Pincus Reporting Persons expressly disclaims beneficial ownership of such common shares.

Except as set forth in this Statement, to the best knowledge of the Warburg Pincus Reporting Persons, none of the individuals listed on Schedule A attached hereto beneficially owns any common shares.

(c) On November 30, 2023, in accordance with the terms and conditions set forth in the Investment Agreement, (i) WPGG14 Purchaser acquired 11,694,581 shares of Common Stock and 8,122,492 shares of NVCE Stock for an aggregate purchase price of $243,750,000, (ii) WPFSII Purchaser acquired 3,898,193 shares of Common Stock and 2,707,498 shares of NVCE Stock for an aggregate purchase price of $81,250,000, and (c) the Issuer issued to the Purchasers the Warrants to purchase 15,853,658 shares of NVCE Stock in the aggregate, with such warrants having an exercise price of $15.375 per share. Immediately following the Closing, WPGG14 Purchaser and WPFSII Purchaser transferred 1,524,390 shares and 508,130 shares of NVCE Stock, respectively, to the Specified Transferee pursuant to the Private Sale for aggregate consideration of approximately $25 million. Descriptions of the investment by the Purchasers and of the securities related thereto are included in Item 4 of this Statement.

Except as set forth in this Statement, none of the Warburg Pincus Reporting Persons or, to the best knowledge of the Warburg Pincus Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has effected any transaction in the common shares in the past 60 days.

(d) To the best knowledge of the Warburg Pincus Reporting Persons, no one other than the Warburg Pincus Reporting Persons, or the partners, members or affiliates of the Warburg Pincus Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein as beneficially owned by the Warburg Pincus Reporting Persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The descriptions of each of the Investment Agreement, the Registration Rights Agreement, the Warrants, the Articles Supplementary and the Articles of Amendment in this Statement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Statement and is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits.

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.

 

Set forth below is the name, position and present principal occupation of the members of WP LLC (including its subsidiaries).  Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York  10017, and each of such persons is a citizen of the United States.