UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Endurance International Group Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
29272B105
(CUSIP Number)
Robert B. Knauss
Managing Director and General Counsel
Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
(212) 878-0600
With a copy to:
David Leinwand
Matthew P. Salerno
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York City, NY 10006
(212) 225-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 10, 2021
(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 that 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 Rule 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 (the “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. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus Private Equity X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
WC(1) | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
| (1) | The information set forth in Item 3 of the Schedule 13D (as defined herein) is incorporated herein by reference. |
2
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus X Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
WC (1) | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
| (1) | The information set forth in Item 3 of the Schedule 13D (as defined herein) is incorporated herein by reference. |
3
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
WP Expedition Co-Invest L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
4
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
5
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus X GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
6
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
WPP GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
OO | |||||
7
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
8
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus Partners GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 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 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
OO | |||||
9
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus & Co. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
PN | |||||
10
CUSIP No. 29272B105
| 1. |
Names of Reporting Persons
Warburg Pincus LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
N/A | |||||
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount In Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row 11
0% | |||||
| 14. | Type Of Reporting Person
OO | |||||
11
Information in respect of each Warburg Pincus Reporting Person (as defined in the Original Schedule 13D (as defined below)) is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.
This Amendment No. 3 amends and supplements the Schedule 13D filed with the Commission on September 27, 2016 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D filed with the Commission on February 10, 2020 (the “Amendment No. 1”) and Amendment No. 2 to Schedule 13D filed with the Commission on November 3, 2020 (the “Amendment No. 2”) and as amended and supplemented by this Amendment No. 3, the “Schedule 13D”).
| Item 4. | Purpose of Transaction |
On February 10, 2020, the Merger Agreement was consummated. Upon consummation of the Merger Agreement, Parent acquired all Common Stock of the Issuer beneficially owned by the Reporting Persons at a price of $9.50 per share.
Upon consummation of the Merger Agreement, the Voting Agreement, Stockholders Agreement and Registration Rights Agreement each terminated in accordance with its terms.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 is hereby supplemented by the incorporation by reference of the information provided in Item 4.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Original Schedule 13D, Amendment No. 1 and Amendment No. 2 is hereby supplemented by the incorporation by reference of the information provided in Item 4.
12
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: February ___, 2021
| WARBURG PINCUS PRIVATE EQUITY X, 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Partner | |
| WARBURG PINCUS X PARTNERS, 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Partner | |
| WP EXPEDITION CO-INVEST 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| 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: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Partner | |
| WARBURG PINCUS PARTNERS, L.P. | ||
| By: Warburg Pincus Partners GP LLC, its general partner | ||
| By: Warburg Pincus & Co., its managing member | ||
| By: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Partner | |
| WARBURG PINCUS PARTNERS GP LLC | ||
| By: | Warburg Pincus & Co., its managing member | |
| By: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Partner | |
| WARBURG PINCUS & CO. | ||
| By: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: Partner | ||
| WARBURG PINCUS LLC | ||
| By: | /s/ Harsha Marti | |
| Name: | Harsha Marti | |
| Title: | Managing Director | |