Filing Details

Accession Number:
0000950142-18-000830
Form Type:
13D Filing
Publication Date:
2018-04-06 17:06:32
Filed By:
General Atlantic Llc
Company:
Engility Holdings Inc. (NYSE:EGL)
Filing Date:
2018-04-06
SEC Url:
13D 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
General Atlantic 0 17,920,892 0 17,920,892 17,920,892 48.6%
General Atlantic GenPar 0 17,920,892 0 17,920,892 17,920,892 48.6%
General Atlantic Partners 85 0 17,920,892 0 17,920,892 17,920,892 48.6%
GAP Coinvestments III 0 17,920,892 0 17,920,892 17,920,892 48.6%
GAP Coinvestments IV 0 17,920,892 0 17,920,892 17,920,892 48.6%
GAP Coinvestments CDA 0 17,920,892 0 17,920,892 17,920,892 48.6%
GAPCO GmbH Co. KG 0 17,920,892 0 17,920,892 17,920,892 48.6%
GAPCO Management GmbH 0 17,920,892 0 17,920,892 17,920,892 48.6%
Filing
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
Engility Holdings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
29286C 107
(CUSIP Number)
 
Thomas J. Murphy
c/o General Atlantic Service Company, L.P.
55 East 52nd Street,
32nd Floor
New York, NY 10055
(212) 715-4000
 
April 5, 2018
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 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-1(a) 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).
 
 


 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 2 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 3 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic GenPar, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 4 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
General Atlantic Partners 85, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
PN
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 5 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments III, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 6 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments IV, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
OO
 

 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 7 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAP Coinvestments CDA, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
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
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 8 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO GmbH & Co. KG
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
PN
 

 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 9 of 16
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
GAPCO Management GmbH
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS
 
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Germany
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
17,920,892
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
17,920,892
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,920,892
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.6%
 
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 10 of 16
 
 
Item 1.  Security and Issuer.
 
This Amendment No. 1 supplements and amends the Schedule 13D filed on March 5, 2015 (as amended, the “Schedule 13D”) by the Reporting Persons, relating to the shares of common stock, par value $0.01 (the “Common Stock”), of Engility Holdings, Inc., a Delaware corporation (the “Issuer”).  Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Statement.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. 

Item 2.  Identity and Background.
 
Item 2 is hereby amended and restated in its entirety as follows:
 
This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The members of the group are:
 
(i)
General Atlantic LLC, a Delaware limited liability company (“GA LLC”);
 
(ii)
General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”);
 
(iii)
General Atlantic Partners 85, L.P., a Delaware limited partnership (“GAP 85”);
 
(iv)
GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
 
(v)
GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
 
(vi)
GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);
 
(vii)
GAPCO GmbH & Co KG, a German limited partnership (“KG”); and

(viii)
GAPCO Management GmbH, a German corporation (“GmbH Management”)
 
We refer to GA LLC, GenPar, GAP 85, GAPCO III, GAPCO IV, GAPCO CDA, KG and GmbH Management, collectively, as the “Reporting Persons.”  We refer to GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG as the “GA Funds.”
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 11 of 16
 
 
Each of the Reporting Persons, other than KG and GmbH Management, are located at:
 
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 32nd Floor
New York, NY 10055

KG and GmbH Management are located at:

c/o General Atlantic GmbH
Maximilianstrasse 35b
80539 Munich
Germany
 
Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
 
Birch Partners, LP (“Birch Partners”) directly owns all of the shares of Common Stock reported in this Statement.  Birch GP, LLC is the general partner of Birch Partners. The members of Birch GP, LLC are GAP 85 and KKR 2006 Fund L.P.  Each of GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG, along with certain other investors, are limited partners of Birch Partners.  The general partner of GenPar is GA LLC.  GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA.  There are 27 managing directors of GA LLC (the “GA Managing Directors”).  The general partner of KG is GmbH Management, and the GA Managing Directors control the investment and voting decisions for GmbH Management.  The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.  The present principal occupation or employment of each of the GA Managing Directors is as a managing director of GA LLC.
 
None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration.
 
Unchanged.
 
Item 4.  Purpose of Transaction.
 
Unchanged.
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 12 of 16
 
 
Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:
 
(a)           As of the date hereof, Birch Partners owns of record 17,920,892 shares of Common Stock. Such 17,920,892 shares of Common Stock  represent 48.6% of the outstanding Common Stock (based on a total of 36,860,915 shares of Common Stock outstanding as of February 26, 2018, as reported in the Annual Report on Form 10-K filed by the Issuer on March 2, 2018). Each of the Reporting Persons owns of record no shares of the Common Stock.  The Reporting Persons have a pecuniary interest in an aggregate of 8,960,446 shares of Common Stock held by Birch Partners.
 
By virtue of the fact that (i) GAP 85 is a member of Birch GP LLC and each of the GA Funds are each limited partners of Birch Partners, (ii) GenPar is the general partner of GAP 85, (iii) GA LLC is the general partner of GenPar and GAPCO CDA and the managing member of GAPCO III and GAPCO IV, (iv) GmbH Management is the general partner of KG, and (v) the GA Managing Directors may be deemed to share voting and dispositive power with respect to shares and interests held by the GA Funds, and voting and disposition decisions with respect to interests held by the GA Funds are made by a portfolio committee of GA LLC comprising certain of the GA Managing Directors and officers of GA LLC, the Reporting Persons may be deemed to beneficially own, in the aggregate, 17,920,892 shares of the Common Stock, representing approximately 48.6% of the issued and outstanding Common Stock (and a pecuniary interest in an aggregate of 8,960,446 shares of Common Stock).

Birch GP, LLC is owned by GAP 85 and KKR 2006 Fund, L.P.  The Reporting Persons, Birch Partners, Birch GP, LLC KKR 2006 Fund, L.P. and certain of its affiliates may each be deemed to be a member of a group exercising voting and investment control over the shares of Common Stock held by Birch Partners.  However, each such person disclaims membership in any such group.  Birch Partners. Birch GP, LLC and KKR 2006 Fund, L.P. and its affiliates have separately made Schedule 13D filings reporting their beneficial interest in the shares of Common Stock held by Birch Partners.

(b)           Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 17,920,892 shares of Common Stock that may be deemed to be owned beneficially by each of them.
 
(c)            On April 5, 2018, Birch Partners distributed an aggregate of 875,899 shares of Common Stock to certain limited partners (other than KKR 2006 Fund L.P., General Atlantic Partners 85, L.P., the other GA Funds or any of their respective affiliates, in each case, that hold any limited partnership interests of Birch Partners) that elected to redeem all of their limited partnership interests in Birch Partners.  Except as set forth in this Amendment No.1, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.
 
(d)            To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by any member of the group.
 
(e)           Not applicable.
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 13 of 16
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.
 
Item 6 of the Schedule 13D is supplemented by the following:

On February 28, 2018, the Issuer, Birch Partners, KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. entered into the First Amendment to Stockholders’ Agreement (the “Stockholders Agreement Amendment”), which amended the Stockholders Agreement by providing that the Issuer board of directors will be comprised of at least eleven (11) directors and no more than fourteen (14) directors.

The foregoing description of the terms of the Stockholders Agreement Amendment is qualified in its entirety by reference to the full text of the Stockholders Agreement Amendment, which is filed as Exhibit C hereto and incorporated herein by reference.

All references to the Stockholders Agreement in the Schedule 13D shall be to the Stockholders Agreement, as amended.

 
 
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 14 of 16
 
 
Item 7.  Materials to be Filed as Exhibits.
 
 
Exhibit 1:
First Amendment to Stockholders’ Agreement, dated as of February 28, 2018, among Engility Holdings, Inc., Birch Partners, LP, KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 1, 2018).
 
 
 
 
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 15 of 16
 
 
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:  April 6, 2018.
 
 
GENERAL ATLANTIC LLC
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GENERAL ATLANTIC GENPAR, L.P.
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
 
 
GENERAL ATLANTIC PARTNERS 85, L.P.
 
         
 
By:
General Atlantic GenPar, L.P.,
 
   
Its general partner
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
 
 
CUSIP No. 29286C 107
 
SCHEDULE 13D
Page 16 of 16
 
 
 
GAP COINVESTMENTS III, LLC
 
         
 
By:
General Atlantic LLC,
 
   
Its managing member
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
         
 
GAP COINVESTMENTS IV, LLC
 
         
 
By:
General Atlantic LLC,
 
   
Its managing member
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GAP COINVESTMENTS CDA, L.P.
 
         
 
By:
General Atlantic LLC,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
     
 
GAPCO GMBH & CO. KG
 
         
 
By:
GAPCO Management GmbH,
 
   
Its general partner
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
         
         
 
GAPCO MANAGEMENT GMBH
 
         
 
By:
/s/ Thomas J. Murphy
 
   
Name:
Thomas J. Murphy
 
   
Title:
Managing Director
 
 
 
SCHEDULE A
 
GA Managing Directors (as of the date hereof)
 
Name
Business Address
Citizenship
William E. Ford
(Chief Executive Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
J. Frank Brown
(Chief Operating Officer)
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Thomas J. Murphy
(Chief Financial Officer)
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Gabriel Caillaux
23 Savile Row
London W1S 2ET
United Kingdom
France
Andrew Crawford
 
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Alex Crisses
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Steven A. Denning
(Chairman)
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Michelle Dipp
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Mark F. Dzialga
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Martin Escobari
55 East 52nd Street
32nd Floor
New York, New York 10055
Bolivia and Brazil
Pamela Fang
Suite 1704, 17/F Alexandra House
18 Chater Road
Central, Hong Kong
China
United States
Wai Hoong Fock
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
Singapore
 


 
Name
Business Address
Citizenship
Aaron Goldman
23 Savile Row
London W1S 2ET
United Kingdom
United States
David C. Hodgson
(Vice Chairman)
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
René M. Kern
55 East 52nd Street
32nd Floor
New York, New York 10055
United States and Germany
Jonathan C. Korngold
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Christopher G. Lanning
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Anton J. Levy
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Sandeep Naik
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
United States
Joern Nikolay
Maximilianstrasse 35b
80539 Munich
Germany
Germany

 
 

Name
Business Address
Citizenship
Andrew C. Pearson
600 Steamboat Road
Greenwich, Connecticut 06830
United States
Shantanu Rastogi
Level 19, Birla Aurora
Dr. Annie Besant Road
Worli
Mumbai 400 030
India
India
David A. Rosenstein
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Paul Stamas
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Graves Tompkins
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Robbert Vorhoff
55 East 52nd Street
32nd Floor
New York, New York 10055
United States
Chi Eric Zhang
Unit 2707 Tower S2
Bund Finance Centre
No. 600
Zhongshan Dong Er Road
Huangpu District
Shanghai, 200010
China
Hong Kong SAR