w8279610a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Amendment No. 9)*

Under the Securities Exchange Act of 1934

NUANCE COMMUNICATIONS, INC. 
(Name of Issuer)
 
Common Stock, $0.001 Par Value 
(Title of Class of Securities)
 
80603P107 
(CUSIP Number)
 
Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, New York 10017
(212) 878-0600 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
Copies to:
 
Steven J. Gartner, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY  10019-6099
(212) 728-8000
August 29, 2012 
(Date of Event Which Requires
Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.     80603P107
  

 
1
NAMES OF REPORTING PERSONS
 
Warburg Pincus Private Equity VIII, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)           (a)   o
               (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
40,651,292 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
40,651,292 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)      o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.      80603P107
  

 
1
NAMES OF REPORTING PERSONS
 
Warburg Pincus & Co.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
56,566,492 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
56,566,492 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN

 
 
 
 
 
 
 
SCHEDULE 13D/A
 
CUSIP No.     80603P107
  

 
1
NAMES OF REPORTING PERSONS
 
Warburg Pincus LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)          (a)    o
    (b)        x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
56,566,492 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
56,566,492 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO

 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Warburg Pincus Partners LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                     (a)   o
                                     (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
56,566,492 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
56,566,492 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
OO
 
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Warburg Pincus Private Equity X, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         (a)   o
  (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
15,422,071 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
15,422,071 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Warburg Pincus X Partners, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
493,129 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
493,129 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
   
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Warburg Pincus X, L.P.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
15,915,200 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
15,915,200 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
PN
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Warburg Pincus X LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
15,915,200 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
15,915,200 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
OO
 
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Charles R. Kaye
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
56,566,492 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
56,566,492 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 
 
 
 
 
SCHEDULE 13D/A
CUSIP No.     80603P107
  

1
NAMES OF REPORTING PERSONS
 
Joseph P. Landy
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)             (a)   o
 (b)   x
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
56,566,492 (see Items 4 and 5)
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
56,566,492 (see Item 5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,566,492 (see Item 5)
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
18.0% (see Item 5)
14
TYPE OF REPORTING PERSON (See Instructions)
 
IN
 
 
 
 
 
 
 
 
    This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends the Schedule 13D originally filed on April 19, 2004 (“Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed on May 10, 2005 (“Amendment No. 1”), as further amended by Amendment No. 2 to Schedule 13D filed on September 19, 2005 (“Amendment No. 2”), as further amended by Amendment No. 3 to Schedule 13D filed on August 29, 2006 (“Amendment No. 3”), as further amended by Amendment No. 4 to Schedule 13D filed on April 8, 2008 (“Amendment No. 4”), as further amended by Amendment No. 5 to Schedule 13D filed on May 21, 2008 (“Amendment No. 5”), as further amended by Amendment No. 6 to Schedule 13D filed on January 15, 2009 (“Amendment No. 6”), as further amended by Amendment No. 7 to Schedule 13D filed on January 30, 2009 (“Amendment No. 7”), and as further amended by Amendment No. 8 to Schedule 13D filed on February 16, 2012 (“Amendment No. 8”) and, together with the Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the “Amended 13D”).  The Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 were each filed on behalf of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), Warburg Pincus & Co., a New York general partnership (“WP”), Warburg Pincus LLC, a New York limited liability company (“WP LLC”), Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC.  In addition, Amendment No. 6, Amendment No. 7 and Amendment No. 8 were each filed, and this Amendment No. 9 is filed, on behalf of Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WPP X” and, together with WP X, the “WP X Funds”), Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), and Warburg Pincus X LLC, a Delaware limited liability company (“WP X LLC”).  This Amendment No. 9 relates to the common stock, par value $0.001 per share, of Nuance Communications, Inc., a Delaware corporation formerly known as ScanSoft, Inc. (the “Company”).  The holdings of WP VIII reported in this Amendment No. 9 include the holdings of Warburg Pincus Netherlands Private Equity VIII, C.V. I, a Netherlands commanditaire vennootschap (“WPNPE I”) and WP-WPVIII Investors, L.P., a Delaware limited partnership (“WP-WPVIII” and, together with WPNPE I and WP VIII, the “WP VIII Funds”; and together with the WP X Funds, the “Funds”).  Each of the Funds, WP X LP, WP X LLC, WPP LLC, WP LLC, WP and Messrs. Charles R. Kaye and Joseph P. Landy is a “Reporting Person” and collectively, the “Warburg Pincus Reporting Persons”.  Capitalized terms used herein which are not defined herein have the meanings given to them in the Original 13D and any amendments thereto.
 
 
 
 
 
Item 4.Purpose of Transaction.
Item 4 of the Amended 13D is hereby amended by adding the following to the end thereof:
On August 29, 2012, the WP X Funds fully exercised the 2009 Warrants to purchase an aggregate of 3,862,422 shares of Common Stock of the Company at an exercise price of $11.57 per share.  As the exercise of the 2009 Warrants was pursuant to net exercise provisions, the WP X Funds acquired 1,998,547 shares of Common Stock.
Item 5. Interest in Securities of the Issuer
Items 5(a), (b) and (c) of the Amended 13D are hereby amended and restated in their entirety as follows:
(a)    Due to their respective relationships with the Funds and each other, as of August 29, 2012 (after giving effect to the exercise of the 2009 Warrants), each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 56,566,492 shares of Common Stock.  As of August 29, 2012 (after giving effect to the exercise of the 2009 Warrants), the Warburg Pincus Reporting Persons may also be deemed to beneficially own, in the aggregate, additional shares of Common Stock by virtue of the Series B Preferred Stock which the Funds’ may be deemed to beneficially own (the “Convertible Securities”).  Assuming the full exercise and conversion of the Convertible Securities, the Reporting Persons may be deemed to beneficially own 56,566,492 shares of Common Stock, representing approximately 18.0% of the outstanding class of Common Stock, based on a total of 313,423,126 shares of Common Stock, which is comprised of: (i) 307,862,341 shares of Common Stock outstanding as of July 31, 2012, as reported in the Company’s 10-Q filed with the SEC on August 7, 2012, (ii) the 3,562,238 shares of Common Stock issuable upon the conversion of the 3,562,238 shares of Series B Preferred Stock acquired by certain of the Funds, and (iii) the 1,998,547 shares of Common Stock issued upon exercise of the 2009 Warrants.
(b)     Each of WP X LP, WP X LLC, WPP LLC, WP LLC and WP may be deemed to share with the WP X Funds the power to vote or to direct the vote and to dispose or to direct the disposition of the 15,915,200 shares of Common Stock the WP X Funds may be deemed to beneficially own as of August 29, 2012.  Each of WPP LLC, WP LLC and WP may be deemed to share with the WP VIII Funds the power to vote or to direct the vote and to dispose or to direct the disposition of the 40,651,292 shares of Common Stock the WP VIII Funds may be deemed to beneficially own as of August 29, 2012.  Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC and may be deemed to control the other Warburg Pincus Reporting Persons.  Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Funds.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(c)     With the exception of the sale of 57,523 shares of Common Stock on August 15, 2012 at a price per share of $22.99 by Joseph P. Landy in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended, except as described in this Amendment No. 9 and during the last sixty (60) days, there were no other transactions in the Common Stock effected by the Warburg Pincus Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members.
 
 
 
 
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  August 31, 2012
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
   
   
By:  Warburg Pincus Partners LLC,
        its General Partner
     
   
By:  Warburg Pincus & Co.,
        its Managing Member
   
 
By:     /s/ Scott A. Arenare                                         
   
Name:  Scott A. Arenare
Title:    Partner
   
   
Dated:  August 31, 2012
WARBURG PINCUS PRIVATE EQUITY X, L.P.
     
   
By:  Warburg Pincus X, L.P.,
        its General Partner
     
   
By:  Warburg Pincus X LLC,
        its General Partner
     
   
By:  Warburg Pincus Partners LLC,
        its Sole Member
     
   
By:  Warburg Pincus & Co.,
        its Managing Member
     
 
By:
 /s/ Scott A. Arenare                                         
   
Name:  Scott A. Arenare
Title:    Partner

 
 
 
 
 
 
 
 
Dated:  August 31, 2012
WARBURG PINCUS X PARTNERS, L.P.
 
   
By:  Warburg Pincus X, L.P.,
        its General Partner
     
   
By:  Warburg Pincus X LLC,
        its General Partner
     
   
By:  Warburg Pincus Partners LLC,
        its Sole Member
     
   
By:  Warburg Pincus & Co.,
        its Managing Member
     
  By:  /s/ Scott A. Arenare                                         
 
 
Name:  Scott A. Arenare
Title:    Partner
     
     
Dated:  August 31, 2012
WARBURG PINCUS X LLC
 
   
By:  Warburg Pincus Partners LLC,
        its Sole Member
     
   
By:  Warburg Pincus & Co.,
        its Managing Member
     
 
By:
  /s/ Scott A. Arenare                                         
   
Name:  Scott A. Arenare
Title:    Partner
   
   
Dated:  August 31, 2012
WARBURG PINCUS X, L.P.
 
   
By:  Warburg Pincus X LLC,
        its General Partner
     
   
By:  Warburg Pincus Partners LLC,
        its Sole Member
     
   
By:  Warburg Pincus & Co.,
        its Managing Member
     
  By:  /s/ Scott A. Arenare                                         
 
 
Name:  Scott A. Arenare
Title:    Member

 
 
 
 
 
 
 
 
Dated:  August 31, 2012
WARBURG PINCUS PARTNERS LLC
 
   
By:  Warburg Pincus & Co.,
         its Managing Member
     
 
By:
  /s/ Scott A. Arenare                                          
   
Name:  Scott A. Arenare
Title:    Partner
     
     
Dated:  August 31, 2012
WARBURG PINCUS LLC
   
 
By:
  /s/ Scott A. Arenare                                          
   
Name:  Scott A. Arenare
Title:    Managing Director
     
     
Dated:  August 31, 2012
WARBURG PINCUS & CO.
     
 
By:
  /s/ Scott A. Arenare                                          
   
Name:  Scott A. Arenare
Title:    Partner
     
     
Dated:  August 31, 2012
CHARLES R. KAYE
     
 
By:
  /s/ Scott A. Arenare                                          
   
Name:  Charles R. Kaye
By:       Scott A. Arenare, Attorney-in-Fact*
     
     
Dated:  August 31, 2012
JOSEPH P. LANDY
   
 
By:
  /s/ Scott A. Arenare                                          
   
Name:  Joseph P. Landy
By:       Scott A. Arenare, Attorney-in-Fact**
 
 
*  Power of Attorney given by Mr. Kaye was previously filed with the United States Securities and Exchange Commission (the “SEC”) on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
 
**  Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.