UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Alignment Healthcare, Inc. |
| (Name of Issuer) |
Class A common stock, par value $0.001 per share |
| (Title of Class of Securities) |
01625V104 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 2 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Private Equity XII, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
14,665,604 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
14,665,604 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,665,604 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 3 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Private Equity XII-B, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,942,410 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,942,410 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,942,410 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 4 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Private Equity XII-D, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
423,271 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
423,271 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,271 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 5 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Private Equity XII-E, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,415,767 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,415,767 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,415,767 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 6 of 22 |
| 1 |
NAME OF REPORTING PERSON
WP XII Partners, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
791,215 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
791,215 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
791,215 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 7 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus XII Partners, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,530,518 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,530,518 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,530,518 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 8 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 9 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus XII, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 10 of 22 |
| 1 |
NAME OF REPORTING PERSON
WP Global LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 11 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Partners II, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 12 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Partners II Holdings, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 13 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus Partners GP LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 14 of 22 |
| 1 |
NAME OF REPORTING PERSON
Warburg Pincus & Co. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
22,768,785 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
22,768,785 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,768,785 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 15 of 22 |
| Item 1(a). | Name of Issuer: | |
| Alignment Healthcare, Inc. (the “Company”). | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 1100 W. Town and Country Road, Suite 1600, Orange, CA 92868. | ||
| Item 2(a). |
Name of Person Filing: | |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Warburg Pincus Reporting Persons”): | ||
| 1. | Warburg Pincus Private Equity XII, L.P., a Delaware limited partnership (“WP XII”), owned of record 14,665,604 shares of common stock or 7.8% of the issued and outstanding shares of common stock. | |
| 2. | Warburg Pincus Private Equity XII-B, L.P., a Delaware limited partnership (“WP XII-B”), owned of record 2,942,410 shares of common stock or 1.6% of the issued and outstanding shares of common stock. | |
| 3. | Warburg Pincus Private Equity XII-D, L.P., a Delaware limited partnership (“WP XII-D”), owned of record 423,271 shares of common stock or 0.2% of the issued and outstanding shares of common stock. | |
| 4. | Warburg Pincus Private Equity XII-E, L.P., a Delaware limited partnership (“WP XII-E”), owned of record 2,415,767 shares of common stock or 1.3% of the issued and outstanding shares of common stock. | |
| 5. | WP XII Partners, L.P., a Delaware limited partnership (“WP XII Partners”), owned of record 791,215 shares of common stock or 0.4% of the issued and outstanding shares of common stock. | |
| 6. | Warburg Pincus XII Partners, L.P., a Delaware limited partnership (“Warburg Pincus XII Partners”, and, together with WP XII, WP XII-B, WP XII-D, WP XII-E and WP XII Partners, the “WP XII Funds”), owned of record 1,530,518 shares of common stock or 0.8% of the issued and outstanding shares of common stock. | |
| 7. | Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of WP XII Funds. | |
| 8. | Warburg Pincus XII, L.P., a Delaware limited partnership (“WP XII GP”), is the general partner of the WP XII Funds. | |
| 9. | WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XII GP. | |
| 10. | Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global. | |
| 11. | Warburg Pincus Partners II Holdings, L.P., a Delaware limited partnership (“WPP II Holdings”), is a limited partner of WPP II. | |
| 12. | Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WPP II and WPP II Holdings. | |
| 13. | Warburg Pincus & Co, a New York general partnership (“WP”), is the managing member of WPP GP. | |
| Investment and voting decisions with respect to the Class A Ordinary Shares of the Company held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares held by the Warburg Pincus Reporting Persons. | ||
| Item 2(b). |
Address of Principal Business Office or, if none, Residence: | |
For all Warburg Pincus Reporting Persons: 450 Lexington Avenue, New York, New York 10017, U.S.A. | ||
| Item 2(c). | Citizenship or Place of Organization: | |
| See Item 2(a). | ||
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 16 of 22 |
| Item 2(d). | Title of Class of Securities |
| Common stock, par value $0.001 per share (the “common stock”). | |
| Item 2(e). | CUSIP Number: |
| 01625V104. | |
| Item 3. | Statement filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
| Not applicable. | |
| Item 4. | Ownership: |
| The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. | |
| Item 4. | Ownership: |
The information required by Items 4(a) – (c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Warburg Pincus XII, L.P., a Delaware limited partnership ("WP XII GP"), is the general partner of the WP XII Funds. WP Global LLC, a Delaware limited liability company ("WP Global"), is the general partner of WP XII GP. Warburg Pincus Partners II, L.P., a Delaware limited partnership ("WPP II"), is the managing member of WP Global. Warburg Pincus Partners II Holdings, L.P., a Delaware limited partnership ("WPP II Holdings"), is a limited partner of WPP II. Warburg Pincus Partners GP LLC, a Delaware limited liability company ("WPP GP"), is the general partner of WPP II and WPP II Holdings. Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WPP GP. Warburg Pincus LLC, a New York limited liability company ("WP LLC") is a registered investment adviser and the manager of the WP XII Funds. Investment and voting decisions with respect to the shares of common stock held by the WP XII Funds are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the shares of common stock.
Percentage Owned: All calculations of percentage ownership herein are based on an aggregate of 187,241,668 shares of common stock reported by the Company to be outstanding, as reflected in the Company’s prospectus filed under Rule 424(b)(4) with the U.S. Securities and Exchange Commission on November 19, 2021. | |
| Item 5. | Ownership of Five Percent or Less of a Class: |
| Not applicable. | |
| 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 or Control Person: |
| Not applicable. | |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 17 of 22 |
| Item 8. | Identification and Classification of Members of the Group: |
| The Warburg Pincus Reporting Persons 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 Exchange Act. The joint filing agreement among the Warburg Pincus Reporting Persons to file jointly is attached hereto as Exhibit 1. | |
| Item 9. | Notice of Dissolution of Group: |
| Not applicable. | |
| Item 10. | Certifications: |
| Not applicable. | |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 18 of 22 |
Exhibit Index
| Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 19 of 22 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| Warburg Pincus Private Equity XII, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Private Equity XII-B, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Private Equity XII-D, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 | ||
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 20 of 22 |
| Warburg Pincus Private Equity XII-E, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 XII Partners, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 XII Partners, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 | ||
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 21 of 22 |
| Warburg Pincus LLC | |||
| By: | /s/ Harsha Marti | ||
| Name: | Harsha Marti | ||
| Title: | Partner | ||
| Warburg Pincus XII, L.P. | |||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Global LLC | |||
| By: | Warburg Pincus Partners II, 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 II, 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 | ||
| CUSIP No. 01625V104 | SCHEDULE 13G | Page 22 of 22 |
| Warburg Pincus Partners II Holdings, 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 | ||
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
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 filing additional joint acquisition statements. 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 him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated: February 14, 2022
| Warburg Pincus Private Equity XII, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Private Equity XII-B, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Private Equity XII-D, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Private Equity XII-E, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 XII Partners, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 XII Partners, L.P. | |||
| By: | Warburg Pincus XII, L.P., its general partner | ||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 LLC | |||
| By: | /s/ Harsha Marti | ||
| Name: | Harsha Marti | ||
| Title: | Partner | ||
| Warburg Pincus XII, L.P. | |||
| By: | WP Global LLC, its general partner | ||
| By: | Warburg Pincus Partners II, 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 Global LLC | |||
| By: | Warburg Pincus Partners II, 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 II, 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 II Holdings, 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 | ||