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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

TARGA RESOURCES PARTNERS LP
(Name of Issuer)
Common Units representing limited partner interests
(Title of Class of Securities)
87611X105
(CUSIP Number)
February 14, 2007
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     o Rule 13d-1(c)

     þ 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).

 
 


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus Private Equity VIII, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    13-4161869
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   5,260,920
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    5,260,920
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  5,260,920
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  21.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus Private Equity IX, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    20-2975990
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   3,050,325
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    3,050,325
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  3,050,325
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  13.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus Partners, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    13-4069737
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   8,478,989
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    8,478,989
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  8,478,989
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  30.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus IX, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    20-2975945
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   3,050,325
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    3,050,325
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  3,050,325
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  13.6%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus & Co.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    13-6358475
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   8,478,989
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    8,478,989
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  8,478,989
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  30.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Warburg Pincus LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    13-3536050
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   8,478,989
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    8,478,989
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  8,478,989
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  30.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Charles R. Kaye
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   8,478,989
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    8,478,989
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  8,478,989
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  30.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

                     
CUSIP No.
 
87611X105 
 

 

           
1   NAMES OF REPORTING PERSONS:
Joseph P. Landy
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  New York
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:(1)
BENEFICIALLY    
OWNED BY   8,478,989
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:(1)
     
    8,478,989
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:(1)(2)(3)
   
  8,478,989
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):(3)(4)
   
  30.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) The reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person.
(2) The common units presented as being beneficially owned by the reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to such reporting person based on such reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer.
(3) Assumes conversion into common units of all subordinated units beneficially owned by such reporting person, but without giving effect to the conversion into common units of any subordinated units held by others.
(4) Based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.


 

Item 1.
(a)   Name of Issuer: Targa Resources Partners LP
 
(b)   Address of Issuer’s Principal Executive Offices: 1000 Louisiana, Suite 4300, Houston, Texas 77002
Item 2.
(a)   This Schedule 13G is filed by and on behalf of (a) Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”); (b) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP IX”); (c) Warburg Pincus Partners, LLC, a New York limited liability company (“WP PARTNERS”), (d) Warburg Pincus IX, LLC, a New York limited liability company (”WP IX LLC”); (e) Warburg Pincus & Co., a New York general partnership (“WP”), (f) Warburg Pincus LLC, a New York limited liability company (“WP LLC”), which manages WP VIII and WP IX and (g) Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC. WP VIII has two affiliated partnerships: Warburg Pincus Netherlands Private Equity VIII, C.V. I, a Netherlands limited partnership, and WP-WP VIII Investors, L.P., a Delaware limited partnership.
WP VIII has dispositive and voting power with respect to 5,260,920 shares of Common Units (as defined below)
WP IX and WP IX LLC have shared dispositive and voting power with respect to 3,050,325 shares of Common Units.
WP PARTNERS, WP, WP LLC and Messrs. Kaye and Landy have shared dispositive and voting power with respect to 8,478,989 shares of Common Units.
(b)   The address of the principal business office of the parties referred to in paragraph (a) of this Item 2 is:
466 Lexington Avenue, New York, New York 10017.
(c)   Citizenship:
WP VIII is a Delaware limited partnership, WP IX is a Delaware limited partnership, WP PARTNERS is a New York limited liability company, WP IX LLC is a New York limited liability company, WP is a New York general partnership, WP LLC is a New York limited liability company and Messrs. Kaye and Landy are each American citizens.
(d)   Title of Class of Securities: Common Units, representing limited partner interests
 
(e)   CUSIP Number: 87611X105
Item 3. If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether the person filing is a:
  (a)   [     ] Broker or dealer registered under Section 15 of the Act.
 
  (b)   [     ] Bank as defined in section 3(a)(6) of the Act.
 
  (c)   [     ] Insurance company as defined in section 3(a)(19) of the Act.
 
  (d)   [     ] Investment company registered under section 8 of the Investment Company Act of 1940.
 
  (e)   [     ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f)   [     ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g)   [     ] A parent holding company or control person in accordance with §240.13d-1(b)(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 of 1940.
 
  (j)   [     ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a)   Amount Beneficially Owned:
With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims beneficial ownership with respect to any units other than the units owned of record by such reporting person. The common units presented as being beneficially owned by each reporting person represent, on an as-converted basis, the number of subordinated units of the Issuer that are attributable to each reporting person based on each reporting person’s ownership of equity interests in Targa Resources Investments Inc., which indirectly holds all of the subordinated units of the Issuer. The amounts of units provided below for each reporting person assumes conversion into common units of all subordinated units beneficially owned by the reporting persons, but without giving effect to the conversion into common units of any subordinated units held by others. The percent of class provided for each reporting person below is based on 19,320,000 common units outstanding as of March 29, 2007, as reported in the Partnership’s Form 10-K for the fiscal year ended December 31, 2006.
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. beneficially owned 5,260,920 shares
2.      Warburg Pincus Private Equity IX, L.P. beneficially owned 3,050,325 shares
3.      Warburg Pincus Partners, LLC beneficially owned 8,478,989 shares
4.      Warburg Pincus IX, LLC beneficially owned 3,050,325 shares
5.      Warburg Pincus & Co. beneficially owned 8,478,989 shares
6.      Warburg Pincus LLC beneficially owned 8,478,989 shares
7.      Mr. Kaye beneficially owned 8,478,989 shares
8.      Mr. Landy beneficially owned 8,478,989 shares
(b)   Percent of Class:
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. beneficially owned 21.4% of class
2.      Warburg Pincus Private Equity IX, L.P. beneficially owned 13.7% of class
3.      Warburg Pincus Partners, LLC, beneficially owned 30.5% of class
4.      Warburg Pincus IX, LLC beneficially owned 13.7% of class
5.      Warburg Pincus & Co. beneficially owned 30.5% of class
6.      Warburg Pincus LLC beneficially owned 30.5% of class
7.      Mr. Kaye beneficially owned 30.5% of class
8.      Mr. Landy beneficially owned 30.5% of class
(c)   Number of shares as to which the person has:
(i) sole power to vote or to direct the vote
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. — 0
2.      Warburg Pincus Private Equity IX, L.P. — 0
3.      Warburg Pincus Partners, LLC — 0
4.      Warburg Pincus IX, LLC — 0
5.      Warburg Pincus & Co. — 0

 


 

6.      Warburg Pincus LLC — 0
7.      Mr. Kaye — 0
8.      Mr. Landy— 0
(ii) shared power to vote or to direct the vote:
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. — 5,260,920
2.      Warburg Pincus Private Equity IX, L.P. — 3,050,325
3.      Warburg Pincus Partners, LLC — 8,478,989
4.      Warburg Pincus IX, LLC — 3,050,325
5.      Warburg Pincus & Co. — 8,478,989
6.      Warburg Pincus LLC — 8,478,989
7.      Mr. Kaye— 8,478,989
8.      Mr. Landy — 8,478,989
(iii) sole power to dispose or to direct the disposition of:
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. — 0
2.      Warburg Pincus Private Equity IX, L.P. — 0
3.      Warburg Pincus Partners, LLC — 0
4.      Warburg Pincus IX, LLC — 0
5.      Warburg Pincus & Co. — 0
6.      Warburg Pincus LLC — 0
7.      Mr. Kaye — 0
6.      Mr. Landy — 0
(iv) shared power to dispose or to direct the disposition of:
As of the close of business on March 30, 2007:
1.      Warburg Pincus Private Equity VIII, L.P. — 5,260,920
2.      Warburg Pincus Private Equity IX, L.P. — 3,050,325
3.      Warburg Pincus Partners, LLC — 8,478,989
4.      Warburg Pincus IX, LLC — 3,050,325
5.      Warburg Pincus & Co. — 8,478,989
6.      Warburg Pincus LLC — 8,478,989
7.      Mr. Kaye — 8,478,989
8.      Mr. Landy — 8,478,989
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.
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
WP VIII, WP IX, WP PARTNERS, WP IX LLC, WP, WP LLC and Messrs. Kaye and Landy are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among WP VIII, WP IX, WP PARTNERS, WP IX LLC, WP, WP LLC and Messrs. Kaye and Landy to file jointly is attached hereto as Exhibit A. Each of WP VIII, WP IX, WP PARTNERS, WP IX LLC, WP, WP LLC and Messrs. Kaye and Landy disclaims beneficial ownership of all of the Common Units, other than those reported herein as being owned by it.
Item 9.Notice of Dissolution of Group
Not applicable.
Item 10.Certification
Not applicable.

 


 

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: August 9, 2007
             
    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
 
           
    WARBURG PINCUS PRIVATE EQUITY IX, L.P.
 
           
    By:   Warburg Pincus IX, 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
 
           
    WARBURG PINCUS PARTNERS, LLC
 
           
    By:   Warburg Pincus & Co., its managing member
 
           
 
      By:   /s/ Scott A. Arenare
 
           
 
      Name:   Scott A. Arenare
 
      Title:   Partner
 
           
    WARBURG PINCUS IX, 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
 
           
    WARBURG PINCUS & CO.
 
           
    By:   /s/ Scott A. Arenare
         
    Name:   Scott A. Arenare
    Title:   Partner
 
           
    WARBURG PINCUS LLC
 
           
    By:   /s/ Scott A. Arenare
         
    Name:   Scott A. Arenare
 
  Title:   Member    
 
           
    By:   /s/ Scott A. Arenare
         
 
      Name:   Charles R. Kaye
 
      By:   Scott A. Arenare, Attorney-in-fact*
 
           
 
           
    By:   /s/ Scott A. Arenare
         
 
      Name:   Joseph P. Landy
 
      By:   Scott A. Arenare, Attorney-in-fact*
 
*   Power of Attorney given by Messrs. Kaye and 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.

 

exv99wa
 

Exhibit A
AGREEMENT OF FILING OF SCHEDULE 13G
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely fling of such amendments, and for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
Dated: August 9, 2007
             
    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
 
           
    WARBURG PINCUS PRIVATE EQUITY IX, L.P.
 
           
    By:   Warburg Pincus IX, 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
 
           
    WARBURG PINCUS PARTNERS, LLC
 
           
    By:   Warburg Pincus & Co., its managing member
 
           
 
      By:   /s/ Scott A. Arenare
 
           
 
      Name:   Scott A. Arenare
 
      Title:   Partner
 
           
    WARBURG PINCUS IX, 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
 
           
    WARBURG PINCUS & CO.
 
           
    By:   /s/ Scott A. Arenare
         
    Name:   Scott A. Arenare
    Title:   Partner
 
           
    WARBURG PINCUS LLC
 
           
    By:   /s/ Scott A. Arenare
         
    Name:   Scott A. Arenare
 
  Title:   Member    
 
           
    By:   /s/ Scott A. Arenare
         
 
      Name:   Charles R. Kaye
 
      By:   Scott A. Arenare, Attorney-in-fact*
 
           
 
           
    By:   /s/ Scott A. Arenare
         
 
      Name:   Joseph P. Landy
 
      By:   Scott A. Arenare, Attorney-in-fact*
 
*   Power of Attorney given by Messrs. Kaye and 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. and is incorporated herein by reference.