Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible 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 Joint Filing Agreement may be executed in any number of counterparts and all such counterparts taken together shall constitute one and the same instrument.
Dated: May 22, 2017
WARBURG PINCUS PRIVATE EQUITY VIII, L.P.
By: Warburg Pincus Partners, L.P., its general partner
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.
By: Warburg Pincus X, L.P., its general partner
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS X, L.P.
By: Warburg Pincus X GP L.P., its general partner
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS X GP L.P.
By: WPP GP LLC, its general partner
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WPP GP LLC
By: Warburg Pincus Partners, L.P., its managing member
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS PARTNERS, L.P.
By: Warburg Pincus Partners GP LLC, its general partner
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS PARTNERS GP LLC
By: Warburg Pincus & Co., its managing member
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS & CO.
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Partner |
|
|
|
WARBURG PINCUS LLC
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Robert B. Knauss |
|
|
|
|
|
Title: Managing Director |
|
|
|
CHARLES R. KAYE
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Charles R. Kaye |
|
|
|
|
|
Title: Robert B. Knauss, Attorney-in-Fact* |
|
|
|
JOSEPH P. LANDY
|
By: |
|
|
Date: |
May 22, 2017 |
|
|
Name: Joseph P. Landy |
|
|
|
|
|
Title: Robert B. Knauss, Attorney-in-Fact* |
|
|
|
* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the SEC on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX, Inc. and is hereby incorporated by reference.
SCHEDULE A
Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. (“WP”) and members of Warburg Pincus LLC (including its subsidiaries, “WP LLC”). Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States.
GENERAL PARTNERS OF WP
|
NAME |
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION |
|
Gregory C. Baecher |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Mark Begor |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Alexander Berzofsky |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Damon Beyer |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Anthony Robert Buonanno |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Thomas Carella |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Mark M. Colodny |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Cary J. Davis |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Joseph Gagnon |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Timothy F. Geithner |
|
Partner of WP; Member, Managing Director and President of WP LLC |
|
Stephanie Geveda |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Steven G. Glenn |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Jeffrey Goldfaden |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Michael Graff |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Christopher Gunther |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Patrick T. Hackett |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Fred Hassan |
|
Partner of WP; Member and Managing Director of WP LLC |
|
William Blake Holden |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Edward Y. Huang |
|
Partner of WP; Member and Managing Director of WP LLC |
|
In Seon Hwang |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Peter R. Kagan |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Charles R. Kaye |
|
Managing General Partner of WP; Managing Member and Co-Chief Executive Officer of WP LLC |
|
Robert B. Knauss |
|
Partner of WP; Member and Managing Director of WP LLC |
|
David B. Krieger |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Rajveer Kushwaha |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Joseph P. Landy |
|
Managing General Partner of WP; Managing Member and Co-Chief Executive Officer of WP LLC |
|
James Levy |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Frank Marinaro |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Harsha Marti |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Michael Martin |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Vishnu Menon |
|
Partner of WP; Member and Managing Director of WP LLC |
|
James Neary |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Jeffrey Perlman |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Chandler Reedy |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Annette Rodriguez-Ferrer |
|
Partner of WP; Member and Managing Director of WP LLC |
|
John Rowan |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Justin L. Sadrian |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Adarsh Sarma |
|
Partner of WP; Member and Managing Director of WP LLC |
|
John W. Shearburn |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Ashutosh Somani |
|
Partner of WP; Member and Managing Director of WP LLC |
|
David Sreter |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Christopher H. Turner |
|
Partner of WP; Member and Managing Director of WP LLC |
|
James W. Wilson |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Daniel Zamlong |
|
Partner of WP; Member and Managing Director of WP LLC |
|
Daniel Zilberman |
|
Partner of WP; Member and Managing Director of WP LLC |
|
WP & Co. Partners, L.P.* |
|
|
|
Warburg Pincus Principal Partnership, L.P.** |
|
|
* New York limited partnership; primary activity is ownership interest in WP
** Delaware limited partnership; primary activity is ownership interest in WP
MEMBERS OF WP LLC
|
NAME |
|
PRESENT PRINCIPAL OCCUPATION IN ADDITION |
|
Saurabh Agarwal (1) |
|
Member and Managing Director of WP LLC |
|
Jonas Agesand (2) |
|
Member and Managing Director of WP LLC |
|
Gregory C. Baecher |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Mark Begor |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Alexander Berzofsky |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Damon Beyer |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Peder Bratt (3) |
|
Member and Managing Director of WP LLC |
|
Anthony Robert Buonanno |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Thomas Carella |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Michael Chen (4) |
|
Member and Managing Director of WP LLC |
|
Julian Cheng (5) |
|
Member and Managing Director of WP LLC |
|
Mark M. Colodny |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Cary J. Davis |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Yi Ding (4) |
|
Member and Managing Director of WP LLC |
|
Simon Eyers (3) |
|
Member and Managing Director of WP LLC |
|
Min Fang (4) |
|
Member and Managing Director of WP LLC |
|
Max Fowinkel (6) |
|
Member and Managing Director of WP LLC |
|
Joseph Gagnon |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Timothy F. Geithner |
|
Member, Managing Director and President of WP LLC; Partner of WP |
|
Stephanie Geveda |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Steven G. Glenn |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Jeffrey G. Goldfaden |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Michael Graff |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Christopher Gunther |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Patrick T. Hackett |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Fred Hassan |
|
Member and Senior Advisor of WP LLC; Partner of WP |
|
William Blake Holden |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Edward Y. Huang |
|
Member and Managing Director of WP LLC; Partner of WP |
|
In Seon Hwang |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Peter R. Kagan |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Charles R. Kaye |
|
Managing Member and Co-Chief Executive Officer of WP LLC; Managing General Partner of WP |
|
Robert B. Knauss |
|
Member and Managing Director of WP LLC; Partner of WP |
|
David B. Krieger |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Rajveer Kushwaha |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Joseph P. Landy |
|
Managing Member and Co-Chief Executive Officer of WP LLC; Managing General Partner of WP |
|
James Levy |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Vishal Mahadevia |
|
Member and Managing Director of WP LLC |
|
Niten Malhan (1) |
|
Member and Managing Director of WP LLC |
|
Frank Marinaro |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Harsha Marti |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Michael Martin |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Vishnu Menon |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Piero Minardi (7) |
|
Member and Managing Director of WP LLC |
|
Nitin Nayar |
|
Member and Managing Director of WP LLC |
|
James Neary |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Hoi Ying Ng (5) |
|
Member and Managing Director of WP LLC |
|
René Obermann (6) |
|
Member and Managing Director of WP LLC |
|
Narendra Ostawal (1) |
|
Member and Managing Director of WP LLC |
|
Jeffrey Perlman |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Chandler Reedy |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Annette Rodriguez-Ferrer |
|
Member and Managing Director of WP LLC; Partner of WP |
|
John Rowan |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Justin L. Sadrian |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Anish Saraf (1) |
|
Member and Managing Director of WP LLC |
|
Adarsh Sarma |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Viraj Sawhney (1) |
|
Member and Managing Director of WP LLC |
|
John W. Shearburn |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Ashutosh Somani |
|
Member and Managing Director of WP LLC; Partner of WP |
|
David Sreter |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Biddanda N. Thimmaya (1) |
|
Member and Managing Director of WP LLC |
|
Christopher H. Turner |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Somit Varma (1) |
|
Member and Managing Director of WP LLC |
|
Zhen Wei (5) |
|
Member and Managing Director of WP LLC |
|
James W. Wilson |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Bo Xu (4) |
|
Member and Managing Director of WP LLC |
|
Daniel Zamlong |
|
Member and Managing Director of WP LLC; Partner of WP |
|
Langlang Zhou (4) |
|
Member and Managing Director of WP LLC |
|
Daniel Zilberman |
|
Member and Managing Director of WP LLC; Partner of WP |
(1) Citizen of India
(2) Citizen of Sweden
(3) Citizen of United Kingdom
(4) Citizen of China
(5) Citizen of Hong Kong
(6) Citizen of Germany
(7) Citizen of Italy