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CUSIP No. 29286C 107

SCHEDULE 13D

Page 10 of 16

 

 

 

This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The members of the group are:

 

(i)

General Atlantic LLC, a Delaware limited liability company (“GA LLC”);

 

(ii)

General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”);

 

(iii)

General Atlantic Partners 85, L.P., a Delaware limited partnership (“GAP 85”);

 

(iv)

GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);

 

(v)

GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);

 

(vi)

GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);

 

(vii)

GAPCO GmbH & Co KG, a German limited partnership (“KG”); and

(viii)

GAPCO Management GmbH, a German corporation (“GmbH Management”)

 

We refer to GA LLC, GenPar, GAP 85, GAPCO III, GAPCO IV, GAPCO CDA, KG and GmbH Management, collectively, as the “Reporting Persons.”  We refer to GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG as the “GA Funds.”

 

 

Each of the Reporting Persons, other than KG and GmbH Management, are located at:

 

c/o General Atlantic Service Company, L.P.

55 East 52nd Street, 32nd Floor

New York, NY 10055

KG and GmbH Management are located at:

c/o General Atlantic GmbH

Maximilianstrasse 35b

80539 Munich

Germany

 

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

 

Birch Partners, LP (“Birch Partners”) directly owns all of the shares of Common Stock reported in this Statement.  Birch GP, LLC is the general partner of Birch Partners. The members of Birch GP, LLC are GAP 85 and KKR 2006 Fund L.P.  Each of GAP 85, GAPCO III, GAPCO IV, GAPCO CDA and KG, along with certain other investors, are limited partners of Birch Partners.  The general partner of GenPar is GA LLC.  GA LLC is the managing member of GAPCO III and GAPCO IV and the general partner of GAPCO CDA.  There are 27 managing directors of GA LLC (the “GA Managing Directors”).  The general partner of KG is GmbH Management, and the GA Managing Directors control the investment and voting decisions for GmbH Management.  The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference.  The present principal occupation or employment of each of the GA Managing Directors is as a managing director of GA LLC.

 

None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

 

 

 

 

 

 

 

 

Item 7.  Materials to be Filed as Exhibits.

 

Exhibit 1:

First Amendment to Stockholders’ Agreement, dated as of February 28, 2018, among Engility Holdings, Inc., Birch Partners, LP, KKR 2006 Fund L.P. and General Atlantic Partners 85, L.P. (filed as Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 1, 2018).

 

 

 

 

 

 

CUSIP No. 29286C 107

SCHEDULE 13D

Page 15 of 16

 

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:  April 6, 2018.

 

 

CUSIP No. 29286C 107

SCHEDULE 13D

Page 16 of 16

 

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GA Managing Directors (as of the date hereof)

 

 

 

 

 

 

 

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