Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Virtusa Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92827P102
(CUSIP Number)
New Mountain Vantage Advisers, L.L.C.
787 Seventh Avenue, 49th Floor
New York, NY 10019
(212) 720-0300
With a copy to:
Russell Leaf
Jared Fertman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 27, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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. 92827P102 | 13D | Page 2 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage LO, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
33,749 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
33,749 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,749 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.11%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 3 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage Focus, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
144,256 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
144,256 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
144,256 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.48%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 4 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage (California) II, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
534,594 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
534,594 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,594 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.77%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
* Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020.
| CUSIP No. 92827P102 | 13D | Page 5 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
478,923 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
478,923 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
478,923 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 6 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage Co-Invest II, L.P. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
WC | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
1,788,143 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
1,788,143 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,788,143 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.93%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 7 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage GP, L.L.C. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
2,979,665 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
2,979,665 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,979,665 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 8 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
New Mountain Vantage Advisers, L.L.C. | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
2,979,665 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
2,979,665 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,979,665 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IA | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 9 of 14 |
| (1) |
NAMES OF REPORTING PERSONS
Steven B. Klinsky | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | SOURCE OF FUNDS (see instructions)
AF, PF | |||||
| (5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐ | |||||
| (6) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(7) | SOLE VOTING POWER
0 shares | ||||
| (8) | SHARED VOTING POWER
2,979,665 shares | |||||
| (9) | SOLE DISPOSITIVE POWER
0 shares | |||||
| (10) | SHARED DISPOSITIVE POWER
2,979,665 shares | |||||
| (11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,979,665 shares | |||||
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%* | |||||
| (14) | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
| * | Percentage calculated based on 30,132,817 shares of common stock, par value $0.01 per share, outstanding as of May 22, 2020, as reported by Virtusa Corporation in its Form 10-K filed on May 28, 2020. |
| CUSIP No. 92827P102 | 13D | Page 10 of 14 |
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) relates to shares of common stock, par value $0.01 per share (the “Common Stock”), of Virtusa Corporation (the “Issuer”) and amends the Schedule 13D filed on July 6, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on July 7, 2020 (“Amendment No. 1” and, together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D.
Except as otherwise set forth below, the information set forth in the Schedule 13D remains unchanged.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 of this Schedule 13D is hereby amended and restated as follows:
All of the shares of Common Stock to which this Schedule 13D relates were purchased by or on behalf of the Reporting Persons using the investment capital of the Reporting Persons. As of 4:00 p.m., Easte rn time, on July 28, 2020, the aggregate purchase price of the shares of Common Stock owned by the Reporting Persons was approximately $111,268,730 (including brokerage commissions and transaction costs).
| Item 4. | Purpose of Transaction. |
Item 4 of this Schedule 13D is hereby amended to include the following:
On July 27, 2020, New Mountain Vantage Advisers, L.L.C., on behalf of the Reporting Persons other than Mr. Klinsky, delivered to the Issuer a letter demanding production of certain of the Issuer’s books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware.
| Item 5. | Interest in Securities of the Issuer. |
The first five paragraphs of Item 5(a) and (b) of this Schedule 13D are hereby amended and restated as follows:
The percentages in this Item 5 and in other provisions of this Schedule 13D relating to beneficial ownership of Common Stock are based on 30,132,817 shares of Common Stock outstanding as of May 22, 2020, as reported by the Issuer in its Form 10-K filed on May 28, 2020.
The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated by reference.
As of 4:00 p.m., Eastern time, on July 28, 2020, the Reporting Persons beneficially owned 2,979,665 shares of Common Stock, representing approximately 9.89% of the Issuer’s outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on July 28, 2020, pursuant to the Cash Derivative Agreements (as defined and disclosed in Item 6), New Mountain Vantage Co-Invest II, L.P. has economic exposure to, in the aggregate, 272,382 shares of Common Stock, representing approximately 0.90% of the Issuer’s outstanding shares of Common Stock.
As of 4:00 p.m., Eastern time, on July 28, 2020, the Reporting Persons, by ownership of shares of Common Stock and pursuant to the Cash Derivative Agreements, have combined economic exposure to, in the aggregate, 10.79% of the Issuer’s outstanding shares of Common Stock.
Item 5(c) of this Schedule 13D is hereby amended to include the following:
Except as set forth in Schedule 1 attached hereto, since Amendment No. 1, the Reporting Persons have not effected any transactions in the Common Stock.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
The first paragraph of Item 6 of this Schedule 13D is hereby amended and restated as follows:
New Mountain Vantage Co-Invest II, L.P. has entered into notional principal amount derivative agreements in the form of cash settled swaps (the “Cash Derivative Agreements”) that reference 272,382 shares of Common Stock, representing economic exposure comparable to approximately 0.90% of the Issuer’s outstanding shares of Common Stock. The Cash Derivative Agreements provide the Reporting Persons, collectively, with economic results that are comparable to the economic results of ownership of shares of Common Stock but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the referenced shares of Common Stock. The counterparties to the Cash Derivative Agreements are unaffiliated third party financial institutions.
| Item 7. | Materials to Be Filed as Exhibits. |
Item 7 of this Schedule 13D is hereby amended to include the following:
| Exhibit |
Description | |
| 99.5 | Demand Letter, dated July 27, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer | |
SIGNATURES
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: July 29, 2020
| NEW MOUNTAIN VANTAGE LO, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE FOCUS, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE (CALIFORNIA) II, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE CO-INVEST II, L.P. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE GP, L.L.C. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| NEW MOUNTAIN VANTAGE ADVISERS, L.L.C. | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
| STEVEN B. KLINSKY | ||
| By: | /s/ Joseph Hartswell | |
| Name: Joseph Hartswell | ||
| Title: Authorized Person | ||
SCHEDULE 1
The following transactions in the Common Stock were effected since Amendment No. 1 by the Reporting Persons in the open market:
| Name of Reporting Person |
Date of Transaction |
Amount of Security Bought / (Sold) |
Price Per Share (including brokerage commissions and transaction costs) |
|||||||||
| New Mountain Vantage LO, L.P. |
7/21/2020 | 5,232 | $ | 33.37 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/8/2020 | 38,140 | $ | 30.58 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/8/2020 | (38,140 | )* | $ | 30.55 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/9/2020 | 5,872 | $ | 30.01 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/9/2020 | 2,005 | $ | 29.79 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/9/2020 | (6,127 | )* | $ | 30.00 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/9/2020 | (2,005 | )* | $ | 29.72 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/10/2020 | 255 | $ | 30.15 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/22/2020 | 62,000 | $ | 33.03 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/22/2020 | (62,000 | )* | $ | 32.99 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/23/2020 | 60,000 | $ | 34.04 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/23/2020 | (60,000 | )* | $ | 34.00 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/24/2020 | 20,000 | $ | 32.94 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/24/2020 | (20,000 | )* | $ | 32.92 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/27/2020 | 50,000 | $ | 33.66 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/27/2020 | (50,000 | )* | $ | 33.61 | |||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/28/2020 | 30,000 | $ | 33.30 | ||||||||
| New Mountain Vantage Co-Invest II, L.P. |
7/28/2020 | (30,000 | )* | $ | 33.27 | |||||||
| * | denotes transactions pursuant to the Cash Derivative Agreements |
| INDEX TO EXHIBITS |
| Exhibit |
Description | |
| 99.1† | Joint Filing Agreement, dated July 6, 2020, among the Reporting Persons | |
| 99.2† | Power of Attorney, granted by Steven B. Klinsky in favor of Joseph Hartswell, dated July 6, 2020 | |
| 99.3*† | Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II, L.P., dated as of January 29, 2020 | |
| 99.4*† | Amended and Restated Limited Partnership Agreement of New Mountain Vantage Co-Invest II Feeder, L.P., dated as of January 29, 2020 | |
| 99.5 | Demand Letter, dated July 27, 2020, from New Mountain Vantage Advisers, L.L.C. to the Issuer | |
| * | Certain information in this exhibit (indicated by “[***]”) has been omitted and filed separately with the Securities and Exchange Commission, and confidential treatment has been requested with respect to such information. |
| † | Previously filed. |