mm02-1413fnis_sc13ga2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G
(Amendment No. 2)

Under the Securities Exchange Act of 1934

FIDELITY NATIONAL INFORMATION SERVICES, INC.
 (Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

31620M106
(CUSIP Number)


December 31, 2012
(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 22
 

 
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
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 
 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 3 OF 22
 

 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 4 OF 22
 

 
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) x
(b) ¨
 
 
 
3
 
 
SEC USE ONLY
 
 
 
 
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Massachusetts
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 

 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 5 OF 22
 

 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Thomas H. Lee Equity 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
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 6 OF 22
 

 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Thomas H. Lee Parallel 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
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 7 OF 22
 

 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 

 
 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 8 OF 22
 

 
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
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
 
 
 
 
 


 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 9 OF 22
 
 
 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
OO
 
*SEE INSTRUCTIONS BEFORE FILLING OUT!
 

 

 

 

 

 

 
 

 
 
 
 
CUSIP NO. 31620M106 13G PAGE 10 OF 22
 

 
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
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
-0-
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
-0-
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0%
 
 
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 Equity Advisors V, LLC
Thomas H. Lee Equity (Cayman) Fund V, L.P.
Thomas H. Lee Investors Limited Partnership
Thomas H. Lee Equity Fund V, LP
Thomas H. Lee Parallel Fund V, LP
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 Equity Advisors V, LLC – Delaware
Thomas H. Lee Equity (Cayman) Fund V, L.P. – Cayman Islands
Thomas H. Lee Investors Limited Partnership – Massachusetts
Thomas H. Lee Equity Fund V, L.P. – Delaware
Thomas H. Lee Parallel Fund V, L.P. – 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 22

 
 

 
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)        o              Broker or dealer registered under Section 15 of the Exchange Act;

(b)        o              Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)        o              Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)        o              Investment company registered under Section 8 of the Investment Company Act;

(e)        o              An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)         o             An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)        o              A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)        o              A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
(i)         o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)         o             Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.             Ownership

(a)
Amount Beneficially Owned:

As of December 31, 2012, the Reporting Persons own zero (0) securities of the Issuer, which constitute 0.0% of the shares of the identified class of securities.
 
(b)           Percent of Class:

See Item 11 of each cover page.
 
 
 
Page 12 of 22

 
 

 
(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
 

 
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 x.

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 13 of 22

 


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, 2013                                        THL EQUITY ADVISORS V, LLC

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



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 '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)


US_ACTIVE:\44192577\1\77356.0001
 
Page 14 of 22

 

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, 2013
THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.
 
By: THL Equity Advisors V, 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

 

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 '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 22

 

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, 2013
THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP

By:  THL Investment Management Corp.,
its general partner
 
By:   /s/  Charles P. Holden                   
Name: Charles P. Holden
Title:   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 '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 22

 

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, 2013
  THOMAS H. LEE EQUITY FUND V, LP
 
By: THL Equity Advisors V, 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

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 '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 22

 

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, 2013
THOMAS H. LEE PARALLEL FUND V, LP
 
By: THL Equity Advisors V, 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




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 '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 22

 


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, 2013
GREAT-WEST INVESTORS LP
 
By: Thomas H. Lee Advisors, LLC,
its attorney-in-fact

By: THL Holdco, LLC,
its Managing Member

By:   /s/  Charles P. Holden                   
Name: Charles P. Holden
Title:   Managing Director

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 '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 22

 

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, 2013
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


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 '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)

 
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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, 2013
PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY I 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



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 '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)

 
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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, 2013
 
PUTNAM INVESTMENTS EMPLOYEES’
SECURITIES COMPANY II 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

 

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 '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 22