UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIDELITY NATIONAL INFORMATION SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
31620M106
(CUSIP Number)
December 31, 2007
(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).
SEC 1745 (6-00)
CUSIP NO. 31620M106 13G PAGE 2 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THL FNIS Holdings LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 5,701,557
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,701,557
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,701,557
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.9%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 3 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lee Equity (Cayman) Fund V, L.P.
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 62,375
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
62,375
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,375
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 4 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lee Investors Limited Partnership
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) (b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 33,884
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
33,884
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,884
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 5 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THL Equity Advisors V, LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 5,890,998
REPORTING
PERSON --- ---------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,890,998
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,890,998
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 6 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Lee Advisors, LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 5,890,998
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,890,998
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,890,998
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 7 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Great-West Investors LP
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 35,476
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
35,476
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,476
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
PN
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 8 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam Investment Holdings, LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 57,706
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
57,706
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,706
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
CUSIP NO. 31620M106 13G PAGE 9 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam Investments Employees' Securities Company I LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 30,486
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
30,486
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,486
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 31620M106 13G PAGE 10 OF 23
- ----- --------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Putnam Investments Employees' Securities Company II LLC
- ----- --------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
- ----- --------------------------------------------------------------------------
3 SEC USE ONLY
- ----- --------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----- --------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF -0-
SHARES --- ---------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 27,220
REPORTING --- ---------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
-0-
--- ---------------------------------------------------------
8 SHARED DISPOSITIVE POWER
27,220
- ----- --------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,220
- ----- --------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
- ----- --------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Less than 1.0%
- ----- --------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
OO
- ----- --------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1 (A). NAME OF ISSUER:
Fidelity National Information Services, Inc.
ITEM 1 (B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
601 Riverside Avenue
Jacksonville, FL 32204
ITEM 2 (A). NAME OF PERSON FILING:
THL FNIS Holdings, LLC
Thomas H. Lee Equity (Cayman) Fund V, L.P.
Thomas H. Lee Investors Limited Partnership
THL Equity Advisors V, LLC
Thomas H. Lee Advisors, LLC
Great-West Investors LP
Putnam Investment Holdings, LLC
Putnam Investments Employees' Securities Company I LLC
Putnam Investments Employees' Securities Company II LLC
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
For Great-West:
c/o Great-West Life Annuity Insurance Company
8515 E. Orchard Road 3T2
Greenwood Village, CO 80111
ITEM 2 (C). CITIZENSHIP:
THL FNIS Holdings, LLC - Delaware
Thomas H. Lee Equity (Cayman) Fund V, L.P. - Cayman Islands
Thomas H. Lee Investors Limited Partnership - Massachusetts
THL Equity Advisors V, LLC - Delaware
Thomas H. Lee Advisors, LLC - Delaware
Great-West Investors LP - Delaware
Putnam Investment Holdings, LLC - Delaware
Putnam Investments Employees' Securities Company I LLC - Delaware
Putnam Investments Employees' Securities Company II LLC - Delaware
PAGE 11 OF 23
ITEM 2 (D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001 per share
ITEM 2 (E). CUSIP NUMBER:
31620M106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [_] Investment company registered under Section 8 of the
Investment Company Act;
(e) [_] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
Based on existing relationships between the Reporting Persons
regarding voting the securities of the Issuer, as described below, the Reporting
Persons may be collectively deemed the beneficial owners of 5,890,998 shares,
which constitute 3.0% of the shares of the identified class of securities.
THL FNIS Holdings LLC, a Delaware limited liability company, is the
record holder of 5,701,557 shares of the identified class of securities. Thomas
H. Lee Equity (Cayman) Fund V, L.P., a Cayman Islands exempted limited
partnership, is the record holder of 62,375 shares of the identified class of
securities (together, the "THL Funds").
PAGE 12 OF 23
As the sole general partner of each of the THL Funds and pursuant to
the terms of the Amended and Restated Limited Partnership Agreement of Fund V,
which require the Putnam entities to dispose of their shares of the identified
class of securities pro rata with the THL Funds, THL Equity Advisors V, LLC, a
Delaware limited liability company, may be deemed to be the beneficial owner of
5,890,998 shares of the identified class of securities, which represents
approximately 3.0% of the shares of the identified class of securities.
As the sole general partner of Thomas H. Lee Partners, L.P. (the
sole owner of THL Equity Advisors V, LLC), Thomas H. Lee Advisors, LLC, a
Delaware limited liability company, may be deemed to be the beneficial owner of
the 5,890,998 shares of the identified class of securities, which represents
approximately 3.0% of the Issuer's outstanding common stock.
Thomas H. Lee Investors Limited Partnership, a Delaware limited
partnership, is the record holder of 33,884 shares of the identified class of
securities.
Putnam Investments Employees' Securities Company I LLC, a Delaware
limited liability company, ("Putnam I") is the record holder of 30,486 shares of
the identified class of securities. Putnam Investments Employees' Securities
Company II LLC, a Delaware limited liability company, ("Putnam II") is the
record holder of 27,220 shares of the identified class of securities.
As the managing member of each of Putnam I and Putnam II, Putnam
Investment Holdings, LLC, a Delaware limited liability company, ("Holdings" and
together with Putnam I and Putnam II, the "Putnam Entities") may be deemed to be
the beneficial owner of 57,706 shares of the identified class of securities.
On or about November 1, 2007, Holdings transferred its shares of the
identified class of securities to its affiliate, Great-West Investors LP, a
Delaware limited partnership ("Great-West"). Great-West is the record holder of
35, 476 shares of the identified class of securities.
(b) Percent of Class:
See Item 11 of each cover page.
(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
PAGE 13 OF 23
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 five percent of the class of securities, check
the following .
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable. See Item 4(a) above.
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 2(a).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable.
ITEM 10. CERTIFICATION
Not Applicable. This statement on Schedule 13G is not filed pursuant
to Rule 13d-1(b) or Rule 13d-1(c).
PAGE 14 OF 23
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 1, 2008. THL FNIS HOLDINGS, LLC
By: Thomas H. Lee Equity Fund V, L.P.
its managing member
By: THL Equity Advisors V, LLC
its General Partner
By: /s/ Charles P. Holden
------------------------------
Name: Charles P. Holden
Title: Assistant Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 15 OF 23
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 1, 2008.
THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.
By: THL Equity Advisors V, LLC,
its General Partner
By: /s/ Charles P. Holden
------------------------------
Name: Charles P. Holden
Title: Assistant Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 16 OF 23
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 1, 2008.
THOMAS H. LEE INVESTORS LIMITED
PARTNERSHIP
By: THL Investment Management Corp.,
its general partner
By: /s/ Charles P. Holden
---------------------------------
Name: Charles P. Holden
Title: Assistant Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 17 OF 23
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 1, 2008.
THL EQUITY ADVISORS V, LLC
By: /s/ Charles P. Holden
------------------------------
Name: Charles P. Holden
Title: Assistant Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 18 OF 23
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 1, 2008.
THOMAS H. LEE ADVISORS, LLC
By: /s/ Charles P. Holden
------------------------------
Name: Charles P. Holden
Title: Assistant Treasurer
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 19 OF 23
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 1, 2008.
GREAT-WEST INVESTORS LP
By: /s/ Mark Corbett
-----------------------------------
Name: Mark Corbett
Title: Senior Vice President, Investments,
Great-West Life & Annuity
Insurance Company
By: /s/ Ernie Friesen
-----------------------------------
Name: Ernie Friesen
Title: Vice President, Investments,
Great-West Life & Annuity
Insurance Company
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 20 OF 23
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 1, 2008.
PUTNAM INVESTMENT HOLDINGS, LLC
By: Putnam Investments, LLC,
its Managing Member
By: /s/ Robert T. Burns
-----------------------------------
Name: Robert T. Burns
Title: Managing Director
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 21 OF 23
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 1, 2008.
PUTNAM INVESTMENTS EMPLOYEES'
SECURITIES COMPANY I LLC,
By: Putnam Investment Holdings, LLC,
its Managing Member
By: Putnam Investments, LLC,
its Managing Member
By: /s/ Robert T. Burns
-----------------------------------
Name: Robert T. Burns
Title: Managing Director
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 22 OF 23
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 1, 2008.
PUTNAM INVESTMENTS EMPLOYEES'
SECURITIES COMPANY II LLC,
By: Putnam Investment Holdings, LLC,
its Managing Member
By: Putnam Investments, LLC,
its Managing Member
By: /s/ Robert T. Burns
-----------------------------------
Name: Robert T. Burns
Title: Managing Director
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
PAGE 23 OF 23