ThZeal - The Zeal

SC 13G 1 mm02-1607_fidelity13g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G 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, 2006 ----------------- (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 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 11,411,825 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 11,411,825 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,411,825 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.6% ----------------------------------------------------------------------- 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 ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 124,846 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 124,846 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 124,846 ----------------------------------------------------------------------- 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 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 ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 67,821 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 67,821 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 67,821 ----------------------------------------------------------------------- 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 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 Massachusetts ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 11,790,998 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 11,790,998 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,790,998 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ----------------------------------------------------------------------- *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 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 11,790,998 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 11,790,998 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,790,998 ----------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ----------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% ----------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* OO ----------------------------------------------------------------------- *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 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 71,007 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 71,007 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,007 ----------------------------------------------------------------------- 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 8 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 ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 61,018 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 61,018 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,018 ----------------------------------------------------------------------- 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 9 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 ----------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES -------------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 54,481 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 54,481 ----------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,481 ----------------------------------------------------------------------- 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: Thomas H. Lee Equity Fund V, L.P. Thomas H. Lee Parallel Fund V, L.P. 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 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 Funds: c/o Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110 For the Putnam Entities: c/o Putnam Investments, LLC One Post Office Square Boston, MA 02109 ITEM 2(c). CITIZENSHIP: Thomas H. Lee Equity Fund V, L.P. - Delaware Thomas H. Lee Parallel Fund V, L.P. - 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 Putnam Investment Holdings, LLC - Delaware Putnam Investments Employees' Securities Company I LLC - Delaware Putnam Investments Employees' Securities Company II LLC - Delaware ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share Page 10 of 22 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 11,790,998 shares, which constitute 6.8% of the shares of the identified class of securities. THL FNIS Holdings LLC, a Delaware limited liability company, is the record holder of 11,411,825 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 124,846 shares of the identified class of securities (together, the "THL Funds"). 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 Page 11 of 22 Delaware limited liability company, may be deemed to be the beneficial owner of 11,790,998 shares of the identified class of securities, which represents approximately 6.8% 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 11,790,998 shares of the identified class of securities, which represents approximately 6.8% of the Issuer's outstanding common stock. Thomas H. Lee Investors Limited Partnership, a Delaware limited partnership, is the record holder of 67,821 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 61,018 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 54,481 shares of the identified class of securities. As the managing member of each of Putnam I and Putnam II, and the record holder of 71,007 shares of the identified class of securities, 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 186,506 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 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. Page 12 of 22 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 15, 2007. THOMAS H. LEE EQUITY 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 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 15, 2007. THOMAS H. LEE PARALLEL 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 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 15, 2007. 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 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 15, 2007. 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 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 15, 2007. 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 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 15, 2007. 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 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 15, 2007. 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 20 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 15, 2007. 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 21 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 15, 2007. 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 22 of 22