UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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).
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS Thayer Equity Investors V, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 11,632,192 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 11,632,192 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
11,632,192 | |||||
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) | ||||
39.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 2 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS Thayer | Hidden Creek Partners II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 2,528,947 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 2,528,947 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,528,947 | |||||
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) | ||||
8.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 3 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS THC Co-Investors II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 36,662 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 36,662 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
36,662 | |||||
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) | ||||
Less than one percent | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
Page 4 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS TC Sargent Holdings, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 24,455 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 24,455 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
24,455 | |||||
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) | ||||
Less than one percent | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 5 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS TC Roadrunner-Dawes Holdings, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 24,369 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | -0- | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 24,369 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
-0- | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
24,369 | |||||
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) | ||||
Less than one percent | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 6 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS TC Equity Partners V, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 11,632,192 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
11,632,192 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
11,632,192 | |||||
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) | ||||
39.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO, IA |
Page 7 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS Thayer | Hidden Creek Partners, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 14,246,625 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
14,246,625 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
14,246,625 | |||||
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) | ||||
48.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 8 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS THCP Management II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,565,609 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
2,565,609 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
2,565,609 | |||||
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) | ||||
8.7% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN, IA |
Page 9 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS Thayer | Hidden Creek Management, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 48,824 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
48,824 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
48,824 | |||||
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) | ||||
Less than one percent | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN, IA |
Page 10 of 20 Pages
CUSIP No. |
76973Q 10 5 |
1 | NAMES OF REPORTING PERSONS TC Co-Investors V, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | -0- | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 48,824 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | -0- | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
48,824 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
48,824 | |||||
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) | ||||
Less than one percent | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 11 of 20 Pages
CUSIP No. |
76973Q 10 5 |
(a) | Name of Issuer: Roadrunner Transportation Systems, Inc. (the Company) |
||
(b) | Address of Issuers Principal Executive Offices: 4900 S. Pennsylvania Ave. Cudahy, Wisconsin 53110 |
(a) | Name of Person Filing: |
||
This Schedule 13G is being jointly filed by each of the following persons pursuant
to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to
Section 13 of the Act: Thayer Equity Investors V, L.P. (Thayer); Thayer | Hidden
Creek Partners II, L.P. (Partners II); THC Co-Investors II, L.P. (Co-Investors
II); TC Sargent Holdings, L.L.C. (TC Sargent); TC Roadrunner-Dawes Holdings,
L.L.C. (TC Roadrunner); TC Equity Partners V, L.L.C. (TC Equity); Thayer |
Hidden Creek Partners, L.L.C. (Thayer | Hidden Creek); TC Co-Investors V, L.L.C.
(Co-Investors); Thayer | Hidden Creek Management, L.P. (Management); and THCP
Management II, L.P. (THCP) or collectively, the Reporting Persons. |
|||
The Reporting Persons have entered into a Joint Filing Agreement, dated as of the
date hereof, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant
to which the Reporting Persons have agreed to file this statement jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act. |
|||
(b) | Address of Principal Business Office or, if none, Residence: |
||
The address of the principal business office of each of the Reporting Persons is: 1455 Pennsylvania Avenue, N.W., Suite 350, Washington, D.C. 20004 |
|||
(c) | Citizenship or Place of Organization: |
||
Thayer, Partners II, Co-Investors II, TC Sargent, TC Roadrunner, TC Equity, Thayer |
Hidden Creek, Co-Investors, Management, and THCP are each formed or incorporated
under the laws of the state of Delaware. |
|||
(d) | Title of Class of Securities: Common Stock |
||
(e) | CUSIP Number: 76973Q 10 5 |
Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether
the Person Filing is a: |
(a) | o | Broker or dealer registered under Section 15 of the Exchange Act. |
|
(b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act. |
|
(c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
|
(d) | o | Investment company registered under Section 8 of the Investment Company Act. |
|
(e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
(f) | o | An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
|
(g) | o | A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
Page 12 of 20 Pages
CUSIP No. |
76973Q 10 5 |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
|
(i) | o | A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act; |
|
(j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
(a) | Amount beneficially owned and (b) percent of class: |
||
Thayer is the direct beneficial owner of 11,632,192 shares of Common Stock, or
approximately 39.4% of the Common Stock. Partners II is the direct beneficial owner
of 2,528,947 shares of Common Stock, or approximately 8.7% of the Common Stock.
Co-Investors II is the direct beneficial owner of 36,662 shares of Common Stock, or
less than one percent of the Common Stock. TC Sargent is the direct beneficial
owner of 24,455 shares of Common Stock, or less than one percent of the Common
Stock. TC Roadrunner is the direct beneficial owner of 24,369 shares of Common
Stock, or less than one percent of the Common Stock. |
|||
Ownership of Thayer: TC Equity is the general partner of Thayer and Thayer | Hidden
Creek is the managing member of TC Equity. As such, TC Equity and Thayer | Hidden
Creek may be deemed to beneficially own the 11,632,192 shares of Common Stock owned
by Thayer. |
|||
Ownership of Partners II: THCP is the general partner of Partners II, and Thayer |
Hidden Creek is the general partner of THCP. As such, THCP and Thayer | Hidden
Creek may be deemed to beneficially own the 2,528,947 shares of Common Stock owned
by Partners II. |
|||
Ownership of Co-Investors II: THCP is the general partner of Co-Investors II, and
Thayer | Hidden Creek is the general partner of THCP. As such, THCP and Thayer |
Hidden Creek may be deemed to beneficially own the 36,662 shares of Common Stock
owned by Co-Investors II. |
|||
Ownership of TC Sargent: Co-Investors is the managing member of TC Sargent.
Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the
general partner of Management. As such, each of Co-Investors, Management, and
Thayer | Hidden Creek may be deemed to beneficially own the 24,455 shares of Common
Stock owned by TC Sargent. |
|||
Ownership of TC Roadrunner: Co-Investors is the managing member of TC Roadrunner.
Management is the sole manager of Co-Investors, and Thayer | Hidden Creek is the
general partner of Management. As such, each of Co-Investors, Management, and
Thayer | Hidden Creek may be deemed to beneficially own the 24,369 shares of Common
Stock owned by TC Roadrunner. |
|||
Pursuant to Rule 13d-5(b)(1) under the Act, Thayer, Partners II, Co-Investors II, TC
Sargent, TC Roadrunner, TC Equity, Thayer | Hidden Creek, Co-Investors, Management,
and THCP may be deemed as a group to have beneficial ownership of 14,246,625 shares
of Common Stock, the aggregate number of shares of Common Stock held by the
Reporting Persons. |
|||
All of the percentages calculated in this Schedule 13G are based upon an aggregate
of 29,542,563 shares of Common Stock outstanding as of May 18, 2010, as disclosed in
the Companys Form 424(b)(4) Prospectus (File No. 333-152504), filed with the
Securities and Exchange Commission on May 13, 2010. |
Page 13 of 20 Pages
CUSIP No. |
76973Q 10 5 |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: See Item 5 of each
cover page. |
||
(ii) | Shared power to vote or to direct the vote: See Item 6 of each
cover page. |
||
(iii) | Sole power to dispose or to direct the disposition of: See
Item 7 of each cover page. |
||
(iv) | Shared power to dispose or to direct the disposition of: See
Item 8 of each cover page. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications. |
Page 14 of 20 Pages
CUSIP No. |
76973Q 10 5 |
May 28, 2010 (Date) Thayer Equity Investors V, L.P. |
||||
By: | TC Equity Partners V, L.L.C., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its Managing Member | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Thayer | Hidden Creek Partners II, L.P. | ||||
By: | THCP Management II, L.P., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
THC Co-Investors II, L.P. | ||||
By: | THCP Management II, L.P., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
TC Sargent Holdings, L.L.C. | ||||
By: | TC Co-Investors V, L.L.C., its Managing Member | |||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact |
Page 15 of 20 Pages
CUSIP No. |
76973Q 10 5 |
TC Roadrunner-Dawes Holdings, L.L.C. | ||||
By: | TC Co-Investors V, L.L.C., its Managing Member | |||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
TC Equity Partners V, L.L.C. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its Managing Member | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Thayer | Hidden Creek Partners, L.L.C. | ||||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
THCP Management II, L.P. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Thayer | Hidden Creek Management, L.P. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact |
Page 16 of 20 Pages
CUSIP No. |
76973Q 10 5 |
TC Co-Investors V, L.L.C. | ||||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Page 17 of 20 Pages
CUSIP No. |
76973Q 10 5 |
Thayer Equity Investors V, L.P. | ||||
By: | TC Equity Partners V, L.L.C., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its Managing Member |
|||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Thayer | Hidden Creek Partners II, L.P. | ||||
By: | THCP Management II, L.P., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner |
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
THC Co-Investors II, L.P. | ||||
By: | THCP Management II, L.P., its General Partner | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner |
|||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact |
Page 18 of 20 Pages
CUSIP No. |
76973Q 10 5 |
TC Sargent Holdings, L.L.C. | ||||
By: | TC Co-Investors V, L.L.C., its Managing Member | |||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
TC Roadrunner-Dawes Holdings, L.L.C. | ||||
By: | TC Co-Investors V, L.L.C., its Managing Member | |||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
TC Equity Partners V, L.L.C. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its Managing Member | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Thayer | Hidden Creek Partners, L.L.C. |
||||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
THCP Management II, L.P. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner |
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact |
Page 19 of 20 Pages
CUSIP No. |
76973Q 10 5 |
Thayer | Hidden Creek Management, L.P. | ||||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
TC Co-Investors V, L.L.C. | ||||
By: | Thayer | Hidden Creek Management, L.P., its Sole Manager | |||
By: | Thayer | Hidden Creek Partners, L.L.C., its General Partner | |||
By: | /s/ Lisa M. Withers | |||
Name: | Lisa M. Withers | |||
Title: | Attorney-in-Fact | |||
Page 20 of 20 Pages