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Thomas H. Lee Advisors, LLC, et al. – ‘SC 13G/A’ on 2/14/19 re: Fogo de Chao, Inc.

On:  Thursday, 2/14/19, at 4:34pm ET   ·   Accession #:  1140361-19-3235   ·   File #:  5-89359

Previous ‘SC 13G’:  ‘SC 13G/A’ on 5/11/18   ·   Next:  ‘SC 13G/A’ on 2/14/19   ·   Latest:  ‘SC 13G/A’ on 2/11/22

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/19  Thomas H. Lee Advisors, LLC       SC 13G/A               1:317K Fogo de Chao, Inc.                Broadridge Fin’l So… Inc
          Great-West Investors, LP
          Putnam Investments Employees Securities Co III LLC
          THL Coinvestment Partners, L.P.
          THL Equity Fund VI Investors (Fogo) II, LLC
          THL Equity Fund VI Investors (Fogo), LLC
          THL Operating Partners, L.P.
          Thomas H. Lee Equity Fund VI, L.P.
          Thomas H. Lee Parallel (DT) Fund VI, L.P.
          Thomas H. Lee Parallel Fund VI, L.P.

Amendment to Statement of Beneficial Ownership   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML    159K

This is an HTML Document rendered as filed.  [ Alternative Formats ]

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

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

FOGO DE CHAO, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

344177100
(CUSIP Number)

December 31, 2018
(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)

  ☒
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).

 C: 
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
Thomas H. Lee Advisors, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

Page 2 of 27
CUSIP NO.  344177100
13G

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)☒
 
 
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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 3 of 27
CUSIP NO.  344177100
13G

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)☒
 
 
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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 4 of 27
CUSIP NO.  344177100
13G

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)☒
 
 
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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 5 of 27
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
THL Coinvestment Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 6 of 27
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
THL Operating Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 7 of 27
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
THL Equity Fund VI Investors (Fogo), LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

Page 8 of 27
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
THL Equity Fund VI Investors (Fogo) II, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

Page 9 of 27
CUSIP NO.  344177100
13G

1
NAME OF REPORTING PERSON
 
 
Great-West Investors, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
    
(a)☐
    
(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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
PN
 
 
 
 

Page 10 of 27
CUSIP NO.  344177100
13G

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)☒
 
 
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
 
 
0.0%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 

Page 11 of 27
CUSIP NO.  344177100
13G

Item 1 (a).
Name of Issuer:

Fogo de Chao, Inc.

Item 1 (b).
Address of Issuer’s Principal Executive Offices:

14881 Quorum Drive, Suite 750
Dallas, TX  75254

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 Coinvestment Partners, L.P., a Delaware limited partnership (“THL Coinvestment”); (6) THL Operating Partners, L.P., a Delaware limited partnership (“THL Operating”); (7) THL Equity Fund VI Investors (Fogo), LLC, a Delaware limited liability company (“THL Fogo”); (8) THL Equity Fund VI Investors (Fogo) II, LLC, a Delaware limited liability company (“THL Fogo II”); (9) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (10) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”).  Entities (1) through (8) are referred to as the “THL Entities”.

Advisors is the general partner of Thomas H. Lee Partners, L.P., which in turn is the general partner of THL Coinvestment and the sole member of THL Equity Advisors VI, LLC (“THL Advisors VI”), which in turn is the general partner of the THL Equity VI, Parallel Fund VI, DT Fund VI, THL Operating and the sole manager of THL Fogo and THL Fogo II.  THL Advisors is attorney-in-fact of Great West and Putnam Investments, LLC, which is the managing member of Putnam Investments Holdings, LLC, 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 Great West:
Great-West Investors, L.P.
8515 East Orchard Road, 3T2
Greenwood Village, CO  80111

For Putnam III:
c/o Putnam Investments, LLC
100 Federal Street
Boston, MA 02110

Page 12 of 27
CUSIP NO.  344177100
13G

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 Operating Partners, L.P. – Delaware
THL Equity Fund VI Investors (Fogo), LLC – Delaware
THL Equity Fund VI Investors (Fogo) II, LLC – Delaware
Great-West Investors, LP – Delaware
Putnam Investments Employees’ Securities Company III LLC – Delaware

Item 2 (d).
Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2 (e).
CUSIP Number:

344177100

Item 3.
Not Applicable

Item 4
Ownership

Item 4(a)
Amount Beneficially Owned

This Schedule 13G is being filed on behalf of the Reporting Persons.  As of the date hereof, the Reporting Persons beneficially own zero (0) shares of the Issuer’s Common Stock.

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: 0

  (ii)
Shared power to vote or to direct the vote: 0

  (iii)
Sole power to dispose or to direct the disposition of: 0

  (iv)
Shared power to dispose or to direct the disposition of: 0

Page 13 of 27
CUSIP NO.  344177100
13G

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 5 percent of the class of securities, check the following ☒.

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

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.

Page 14 of 27
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, 2019
THOMAS H. LEE ADVISORS, LLC
   
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
   
Name:
Charles P. Holden
   
Title:
Managing Director

Page 15 of 27
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, 2019
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

Page 16 of 27
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, 2019
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

Page 17 of 27
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, 2019
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

Page 18 of 27
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, 2019
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

Page 19 of 27
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, 2019
THL OPERATING 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

Page 20 of 27
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, 2019
THL EQUITY FUND VI INVESTORS (FOGO), LLC
     
 
By:
THL Equity Advisors VI, LLC, its manager
 
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

Page 21 of 27
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, 2019
THL EQUITY FUND VI INVESTORS (FOGO) II, LLC
     
 
By:
THL Equity Advisors VI, LLC, its manager
 
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

Page 22 of 27
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, 2019
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

Page 23 of 27
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, 2019
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

Page 24 of 27
Exhibit A

AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G


The undersigned hereby agree as follows:

(i)  Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii)  Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated: February 14, 2019
THOMAS H. LEE ADVISORS, LLC
 
 
 
 
By:
THL Holdco, LLC, its managing member
     
 
By:
/s/ Charles P. Holden
 
Name: Charles P. Holden
 
Title:   Managing Director

 
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

 
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

 
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

Page 25 of 27
 
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

 
THL OPERATING 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

 
THL EQUITY FUND VI INVESTORS (FOGO), LLC
     
 
By:
THL Equity Advisors VI, LLC, its manager
 
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

 
THL EQUITY FUND VI INVESTORS (FOGO) II, LLC
     
 
By:
THL Equity Advisors VI, LLC, its manager
 
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

 
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

Page 26 of 27
 
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


Page 27 of 27

Dates Referenced Herein

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/14/19None on these Dates
12/31/18
 List all Filings 
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Filing Submission 0001140361-19-003235   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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