UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
WEST CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
952355105
(CUSIP Number)
December 31, 2013
(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)
[X] 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. 952355105 | 13G | PAGE 2 OF 25 |
1 | NAME OF REPORTING PERSON Thomas H. Lee Advisors, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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 36,262,765 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 36,262,765 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,262,765 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 43.37% (1) |
12 | TYPE OF REPORTING PERSON* OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 3 OF 25 |
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) x |
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 15,028,249 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 15,028,249 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,028,249 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 17.97% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 4 OF 25 |
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) x |
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 10,176,330 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 10,176,330 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,176,330 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.17% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 5 OF 25 |
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) x |
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 1,777,600 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 1,777,600 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,777,600 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.13% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 6 OF 25 |
1 | NAME OF REPORTING PERSON THL Coinvestment Partners, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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 27,570 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 27,570 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,570 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.03% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 7 OF 25 |
1 | NAME OF REPORTING PERSON Putnam Investment Holdings, LLC |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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 76,700 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 76,700 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,700 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% (1) |
12 | TYPE OF REPORTING PERSON* OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 8 OF 25 |
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) x |
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 76,670 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 76,670 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,670 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.09% (1) |
12 | TYPE OF REPORTING PERSON* OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 9 OF 25 |
1 | NAME OF REPORTING PERSON THL Equity Fund VI Investors (West), L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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 7,892,396 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 7,892,396 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,892,396 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.44% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
CUSIP NO. 952355105 | 13G | PAGE 10 OF 25 |
1 | NAME OF REPORTING PERSON THL Equity Fund VI Investors (West) HL, L.P. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
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 1,207,250 |
7 | SOLE DISPOSITIVE POWER -0- |
8 | SHARED DISPOSITIVE POWER 1,207,250 |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,207,250 |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.44% (1) |
12 | TYPE OF REPORTING PERSON* PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
| (1) | The calculation of the foregoing percentage is based on 83,612,330 shares of Common Stock outstanding as of October 25, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013. |
Item 1 (a). Name of Issuer:
West Corporation
Item 1 (b). Address of Issuer’s Principal Executive Offices:
11808 Miracle Hills Drive
Omaha, Nebraska 68154
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 Equity Fund VI Investors (West), L.P., a Delaware limited partnership (“THL West”); (6) THL Equity Fund VI Investors (West) HL, L.P., a Delaware limited partnership (“THL West HL”); (7) THL Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”; together with Advisors, THL Equity VI, Parallel Fund VI, DT Fund VI, THL West and THL West HL the “THL Funds”); (8) Putnam Investment Holdings, LLC, a Delaware limited liability company (“Putnam”); (9) Putnam Investments Employees’ Securities Company III, LLC, a Delaware limited liability company (“Putnam III”; together with Putnam the “Putnam Entities”). Entities (1) through (7) are referred to as the “THL Entities; entities (8) and (9) are referred to as the “Putnam Entities.”
Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment. In addition Thomas H. Lee Partners, L.P. is the managing member of THL Equity Advisors VI, LLC, which in turn is the general partner of THL Equity VI, Parallel Fund VI, DT Fund VI, THL West and THL West HL. Advisors is attorney-in-fact of 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 the Putnam Entities:
c/o Putnam Investments, LLC
One Post Office Square
Boston, MA 02109
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 Equity Fund VI Investors (West), L.P. – Delaware
THL Equity Fund VI Investors (West) HL, L.P. – 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 $0.001 per share
Item 2 (e). CUSIP Number:
952355105
Item 4 Ownership
Item 4(a) | Amount Beneficially Owned |
This Schedule 13G is being filed on behalf of the Reporting Persons. The Reporting Persons may be deemed to beneficially own in the aggregate 36,262,765 shares of the Issuer’s Common Stock, representing, in the aggregate, 43.37% of the Issuer’s Common Stock. The percentage of Common Stock held by the Reporting Persons is based on 83,612,330 shares of Common Stock of the Issuer outstanding as of October 25, 2013 (the “Outstanding Shares”), as reported in the Form 10-Q filed with the Securities and Exchange Commission on November 1, 2013.
More than 50% of the voting power for the election of directors of the Issuer is owned by a group comprised of the Reporting Persons, and other entities, including Quadrangle Capital Partners II LP, Quadrangle Select Partners II LP, Quadrangle Capital Partners II-A LP, whose General Partner is Quadrangle GP Investors II LP whose General Partner is QCP GP Investors II LLC.
The following shares were owned by the Reporting Persons on December 31, 2013:
Advisors owned 36,262,765 shares of the Issuer, representing approximately 43.37% of the Outstanding Shares.
THL Equity VI owned 15,028,249 shares of the Issuer, representing approximately 17.97% of the Outstanding Shares.
Parallel Fund VI owned 10,176,330 shares of the Issuer, representing approximately 12.17% of the Outstanding Shares.
DT Fund VI owned 1,777,600 shares of the Issuer, representing approximately 2.13% of the Outstanding Shares.
THL Coinvestment owned 27,570 shares of the Issuer, representing approximately 0.03% of the Outstanding Shares.
THL West owned 7,892,396 shares of the Issuer, representing approximately 9.44% of the Outstanding Shares.
THL West HL owned 1,207,250 shares of the Issuer, representing approximately 1.44% of the Outstanding Shares.
Putnam owned 76,700 shares of the Issuer, representing approximately 0.09% of the Outstanding Shares.
Putnam III owned 76,670 shares of the Issuer, representing approximately 0.09% of the Outstanding Shares.
Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
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
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Other than set forth herein, no knowledge of anyone owning 5% or more.
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.
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, 2014 | THOMAS H. LEE ADVISORS, LLC |
| | |
| By: | THL Holdco, LLC, its managing member |
| | |
| By: | /s/ Charles P. Holden |
| | Name: | Charles P. Holden |
| | Title: | Managing Director |
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, 2014 | 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 | |
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, 2014 | 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, 2014 | 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, 2014 | 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, 2014 | THL EQUITY FUND VI INVESTORS (WEST), 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, 2014 | THL EQUITY FUND VI INVESTORS (WEST) HL, 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, 2014 | 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, 2014 | 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 | |
| | | | |