sc13g
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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 persons 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).
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus Private Equity VIII, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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13-4161869 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER:(1) |
BENEFICIALLY |
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OWNED BY |
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5,260,920 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER:(1) |
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5,260,920 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON:(1)(2)(3) |
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5,260,920 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9):(3)(4) |
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21.4% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus Private Equity IX, L.P. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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20-2975990 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Delaware |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER:(1) |
BENEFICIALLY |
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OWNED BY |
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3,050,325 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER:(1) |
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3,050,325 |
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9 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON:(1)(2)(3) |
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3,050,325 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9):(3)(4) |
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13.6% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus Partners, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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13-4069737 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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New York |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER:(1) |
BENEFICIALLY |
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OWNED BY |
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8,478,989 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 |
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WITH: |
8 |
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SHARED DISPOSITIVE POWER:(1) |
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8,478,989 |
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9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON:(1)(2)(3) |
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|
8,478,989 |
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10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o |
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11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9):(3)(4) |
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30.5% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus IX, LLC |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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20-2975945 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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New York |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
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SHARED VOTING POWER:(1) |
BENEFICIALLY |
|
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OWNED BY |
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3,050,325 |
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EACH |
7 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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|
PERSON |
|
0 |
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WITH: |
8 |
|
SHARED DISPOSITIVE POWER:(1) |
|
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|
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|
3,050,325 |
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|
9 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON:(1)(2)(3) |
|
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|
3,050,325 |
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|
|
10 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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|
o |
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|
11 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9):(3)(4) |
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13.6% |
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12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus & Co. |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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13-6358475 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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New York |
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5 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 |
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SHARES |
6 |
|
SHARED VOTING POWER:(1) |
BENEFICIALLY |
|
|
OWNED BY |
|
8,478,989 |
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|
|
EACH |
7 |
|
SOLE DISPOSITIVE POWER: |
REPORTING |
|
|
PERSON |
|
0 |
|
|
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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): |
|
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|
o |
|
|
|
11 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9):(3)(4) |
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|
30.5% |
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|
12 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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|
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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Warburg Pincus LLC |
| |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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13-3536050 |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY: |
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4 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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|
New York |
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5 |
|
SOLE VOTING POWER: |
|
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|
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) |
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|
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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
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1 |
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NAMES OF REPORTING PERSONS:
Charles R. Kaye |
| |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):(1)
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(a) o |
|
(b) þ |
|
|
|
3 |
|
SEC USE ONLY: |
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|
|
|
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|
4 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION: |
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|
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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
|
|
|
|
|
|
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 persons 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
Partnerships Form 10-K for the fiscal year ended December 31, 2006.
Item 1.
(a) |
|
Name of Issuer: Targa Resources Partners LP |
|
(b) |
|
Address of Issuers 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) |
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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.
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) |
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Title of Class of Securities: Common Units, representing limited partner interests |
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(e) |
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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:
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(a) |
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[ ] Broker or dealer registered under Section 15 of the Act. |
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(b) |
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[ ] Bank as defined in section 3(a)(6) of the Act. |
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(c) |
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[ ] Insurance company as defined in section 3(a)(19) of the Act. |
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(d) |
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[ ] Investment company registered under section 8 of the Investment Company
Act of 1940. |
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(e) |
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[ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
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[ ] An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F). |
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(g) |
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[ ] A parent holding company or control person in accordance with
§240.13d-1(b)(ii)(G). |
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(h) |
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act. |
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(i) |
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[ ] 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. |
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(j) |
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[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership
(a) |
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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 persons 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 Partnerships 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
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) |
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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
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WARBURG PINCUS PRIVATE EQUITY VIII, L.P. |
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By: |
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Warburg Pincus Partners LLC, its General Partner |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS PRIVATE EQUITY IX, L.P. |
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By: |
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Warburg Pincus IX, LLC, its General Partner |
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By: |
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Warburg Pincus Partners, LLC, its sole member |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS PARTNERS, LLC |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS IX, LLC |
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By: |
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Warburg Pincus Partners, LLC, its sole member |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS & CO. |
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By: |
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/s/ Scott A. Arenare |
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Name: |
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Scott A. Arenare |
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Title: |
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Partner |
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WARBURG PINCUS LLC |
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By: |
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/s/ Scott A. Arenare |
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Name: |
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Scott A. Arenare |
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Title:
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Member |
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By: |
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/s/ Scott A. Arenare |
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Name:
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Charles R. Kaye |
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By:
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Scott A. Arenare, Attorney-in-fact* |
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By: |
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/s/ Scott A. Arenare |
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Name:
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Joseph P. Landy |
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By:
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Scott A. Arenare, Attorney-in-fact* |
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* |
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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
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WARBURG PINCUS PRIVATE EQUITY VIII, L.P. |
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By: |
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Warburg Pincus Partners LLC, its General Partner |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS PRIVATE EQUITY IX, L.P. |
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By: |
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Warburg Pincus IX, LLC, its General Partner |
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By: |
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Warburg Pincus Partners, LLC, its sole member |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS PARTNERS, LLC |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS IX, LLC |
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By: |
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Warburg Pincus Partners, LLC, its sole member |
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By: |
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Warburg Pincus & Co., its managing member |
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By:
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/s/ Scott A. Arenare |
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Name:
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Scott A. Arenare |
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Title:
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Partner |
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WARBURG PINCUS & CO. |
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By: |
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/s/ Scott A. Arenare |
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Name: |
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Scott A. Arenare |
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Title: |
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Partner |
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WARBURG PINCUS LLC |
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By: |
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/s/ Scott A. Arenare |
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Name: |
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Scott A. Arenare |
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Title:
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Member |
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By: |
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/s/ Scott A. Arenare |
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Name:
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Charles R. Kaye |
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By:
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Scott A. Arenare, Attorney-in-fact* |
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By: |
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/s/ Scott A. Arenare |
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Name:
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Joseph P. Landy |
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By:
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Scott A. Arenare, Attorney-in-fact* |
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* |
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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. |