This Schedule 13D is being filed jointly on behalf of the following
persons (collectively, the Reporting Persons): (i) CapGen Capital
Group II LP, a Delaware limited partnership (CapGen LP), (ii) CapGen
Capital Group II LLC, a Delaware limited liability company (CapGen LLC) and
(iii) Mr. Eugene A. Ludwig.
The business address of each of the Reporting Persons is 280 Park
Avenue 40th Floor West, Suite 401, New York, New York 10017. The
agreement among the Reporting Persons relating to the joint filing of this
Schedule 13D is attached hereto as Exhibit 1.
The principal business of CapGen LP is to invest in companies.
The principal business of CapGen LLC is to serve as the general
partner of CapGen LP and to manage its investments.
The managing member of CapGen LLC is Mr. Ludwig. The present
principal occupation of Mr. Ludwig is serving as a manager of CapGen LLC
and various affiliated entities, and as a member of the management committees
and investment committees of CapGen LLC and other affiliated entities and as
Chief Executive Officer of Promontory Financial Group, LLC (Promontory) and
Chairman and Chief Executive Officer of Promontory Interfinancial Network,
LLC, among other related companies.
The principal business of Promontory is consulting related activities
for global financial services companies.
The business address of Promontory is 1201 Pennsylvania Avenue, NW, Suite 617,
Washington D.C. 20004.
Mr. John
Rose and Mr. Robert Goldstein, along with Mr. Ludwig, are the
principal members of CapGen LLC (the Principal Members). The investment
committee of CapGen LLC is comprised of Mr. John Sullivan, Mr. Alfred
Moses and Mr. Edward Mathias (the Investment Committee Members) along
with the Principal Members. The
business address of Messrs. Rose, Goldstein, Ludwig and Sullivan is 280
Park Avenue 40
th
Floor West, Suite 401, New York, New
York 10017. Messrs. Ludwig, Rose,
Goldstein, Sullivan, Moses and Mathias are United States citizens. The present principal occupation of Messrs. Rose
and Goldstein is serving as members of the management committees and
investment committees of CapGen LLC and other affiliated entities. The present principal occupation of Mr. Sullivan
is serving as a member of the investment committees of CapGen LLC and other
affiliated entities. The present
principal occupation of Mr. Moses is serving as Senior Partner and Chief
Operating Officer of Promontory. The
business address of Mr. Moses
is 1201 Pennsylvania Avenue, NW, Suite 617,
Washington D.C. 20004. The present principal occupation of Mr. Mathias
is serving as Managing Director and Partner of The Carlyle
Group. The principal business of The
Carlyle Group is investments in securities.
The business address of The Carlyle Group is 1001 Pennsylvania Avenue,
N.W., Suite 220 South, Washington, D.C. 20004-2505.
CapGen LLC is the general
partner of CapGen LP. CapGen LLC is
controlled by a management committee and an investment committee. The members of the management committee are
the Principal Members. All decisions
with respect to the voting or disposition of the shares of Common Stock, are
made by the investment committee. The
investment committee is comprised of the Principal Members and the Investment
Committee Members, each of whom disclaims beneficial ownership of the shares
of Common Stock referred to herein.
All investment committee actions are effected with the consent of Mr.
Ludwig, one additional Principal Member and a majority in interest of the
Investment Committee Members.
None
of the Reporting Persons, nor, to the best knowledge of each of the Reporting
Persons, without independent verification, any person named in Item 2, has,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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