---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

**See Explanatory Note

 

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).

 

---

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
			42,738,234
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			42,738,234
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	42,738,234
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.66% (1)
12	TYPE OF REPORTING PERSON
	OO

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			23,224,542
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			23,224,542
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,224,542
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.16% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			15,727,086
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			15,727,086
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,727,086
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.82% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			2,746,584
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			2,746,584
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,746,584
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.49% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			728,781
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			728,781
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	728,781
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.13% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			69,663
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			69,663
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	69,663
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.01% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			117,298
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			117,298
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	117,298
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.02% (1)
12	TYPE OF REPORTING PERSON*
	PN

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

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
			120,585
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			120,585
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	120,585
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.02% (1)
12	TYPE OF REPORTING PERSON*
	OO

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

1	NAME OF REPORTING PERSON
	Putnam Investment Holdings, 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
			3,695
		7	SOLE DISPOSITIVE POWER
			-0-
		8	SHARED DISPOSITIVE POWER
			3,695
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,695
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 0.01% (1)
12	TYPE OF REPORTING PERSON*
	OO

 

(1)

The calculation of the foregoing percentage is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

Explanatory Note

This Amendment No. 1 to Schedule 13G (this “Amendment”) is being filed solely to amend the Schedule 13G originally filed with the United States Securities and Exchange Commission (the “Commission”) on February 14, 2018 to make certain corrections.  Specifically, this Amendment is being filed to: (i) correct on the cover page the date of event and the designation of the rule pursuant to which this Statement was filed, (ii) adjust the number of shares owned by Thomas H. Lee Advisors, LLC, Thomas H. Lee Equity Fund VI, L.P., and Thomas H. Lee Parallel Fund VI, L.P. reflected in the cover pages and in Item 4(a) of this Statement; (iii) correct and update the ownership percentages reflected in the cover pages and in Item 4(a) of this Statement based on the most recent publicly available number of shares of the Issuer that are issued and outstanding, and (iv) correct Item 10 of this Statement.

Item 1 (a).

Name of Issuer:

Office Depot Inc.

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

6600 North Military Trail

Boca Raton, FL 33496

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) Great-West Investors, L.P., a Delaware limited partnership (“Great West”); (8) Putnam Investments Employees’ Securities Company III LLC, a Delaware limited liability company (“Putnam III”); (9) Putnam Investment Holdings, LLC, a Delaware limited liability company (“Putnam”).  Entities (1) through (6) 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, THL Topco and THL PC.  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

One Post Office Square

Boston, MA 02109

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

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:

676220106

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 November 7, 2017, December 31, 2017 and May 11, 2018, the Reporting Persons may be deemed to beneficially own in the aggregate 42,738,234 shares of the Issuer’s Common Stock, representing, in the aggregate, 7.66% of the Issuer’s Common Stock.  The percentage of Common Stock held by the Reporting Persons is based on 557,846,581 shares of Common Stock outstanding as of March 31, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2018.

 

Advisors owned 42,738,234 shares of the Issuer, representing approximately 7.66% of the Outstanding Shares.  Includes 7,123,039 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

THL Equity VI owned 23,224,542 shares of the Issuer, representing approximately 4.16% of the Outstanding Shares.  Includes 3,870,756 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

Parallel Fund VI owned 15,727,086 shares of the Issuer, representing approximately 2.82% of the Outstanding Shares.  Includes 2,621,180 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

DT Fund VI owned 2,746,584 shares of the Issuer, representing approximately 0.49% of the Outstanding Shares.  Includes 457,764 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

THL Coinvestment owned 728,781 shares of the Issuer, representing approximately 0.13% of the Outstanding Shares.  Includes 121,464 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

THL Operating owned 69,663 shares of the Issuer, representing approximately 0.01% of the Outstanding Shares.  Includes 11,611 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

Great West owned 117,298 shares of the Issuer, representing approximately 0.02% of the Outstanding Shares.  Includes 19,550 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

Putnam III owned 120,585 shares of the Issuer, representing approximately 0.02% of the Outstanding Shares.  Includes 20,098 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

Putnam owned 3,695 shares of the Issuer, representing approximately less than 0.01% of the Outstanding Shares.  Includes 616 shares held in escrow as of November 7, 2017 and released from escrow as of May 8, 2018.

 

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

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: 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

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.  Other than set forth herein, no knowledge of anyone owning 5% or more.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

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

(c)  By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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:  May 11, 2018	THOMAS H. LEE ADVISORS, LLC
	By: THL Holdco, LLC, its managing member
	By:	/s/ Charles P. Holden
		Name: Charles P. Holden
		Title:   Managing Director

 

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:  May 11, 2018	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

 

 

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:  May 11, 2018	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

 

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: May 11, 2018	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

 

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:  May 11, 2018	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

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:  May 11, 2018	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

 

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: May 11, 2018	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

 

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:  May 11, 2018	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

 

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 May 11, 2018
	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

	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
	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
	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

 

 

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