UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 45866F104

13G

Page 2 of 22

1

Name of Reporting Person
WP X Finance, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
- 0 - (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
- 0 - (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
- 0 - (See Item 4)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 3 of 22

1

Name of Reporting Person
WPX GP, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
- 0 - (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
- 0 - (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
- 0 - (See Item 4)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 4 of 22

1

Name of Reporting Person
Warburg Pincus Private Equity X, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
- 0 - (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
- 0 - (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
- 0 - (See Item 4)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 5 of 22

1

Name of Reporting Person
Warburg Pincus X Partners, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
- 0 - (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
- 0 - (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
- 0 - (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
- 0 - (See Item 4)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 6 of 22

1

Name of Reporting Person
Warburg Pincus X, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (1)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 7 of 22

1

Name of Reporting Person
Warburg Pincus X GP L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (2)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 8 of 22

1

Name of Reporting Person
WPP GP LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (3)

12

Type of Reporting Person
OO

CUSIP No. 45866F104

13G

Page 9 of 22

1

Name of Reporting Person
Warburg Pincus Partners, L.P.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (4)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 10 of 22

1

Name of Reporting Person
Warburg Pincus Partners GP LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (5)

12

Type of Reporting Person
OO

CUSIP No. 45866F104

13G

Page 11 of 22

1

Name of Reporting Person
Warburg Pincus & Co.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (6)

12

Type of Reporting Person
PN

CUSIP No. 45866F104

13G

Page 12 of 22

1

Name of Reporting Person
Warburg Pincus LLC

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (7)

12

Type of Reporting Person
OO

CUSIP No. 45866F104

13G

Page 13 of 22

1

Name of Reporting Person
Charles R. Kaye

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
- 0 -

6

Shared Voting Power
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (8)

12

Type of Reporting Person
IN

CUSIP No. 45866F104

13G

Page 14 of 22

1

Name of Reporting Person
Joseph P. Landy

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
- 0 -

6

Shared Voting Power
291,993 (See Item 4)

7

Sole Dispositive Power
- 0 -

8

Shared Dispositive Power
291,993 (See Item 4)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
291,993 (See Item 4)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

11

Percent of Class Represented by Amount in Row 9
0.2% (See Item 4) (9)

12

Type of Reporting Person
IN

Item 1(a).

Name of Issuer:

Intercontinental Exchange, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

5660 New Northside Drive

Atlanta, GA 30328

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly by (i) WP X Finance, L.P., a Delaware limited partnership (“WP X Finance”), (ii) WPX GP, L.P., a Delaware limited partnership (“WP X Finance GP”), the managing general partner of WP X Finance, (iii) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X”), the general partner of WP X Finance GP, (iv) Warburg Pincus X Partners, L.P., a Delaware limited partnership (together with WP X, the “WP X Funds”), (v) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X LP”), the general partner of the WP X Funds, (vi) Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP”), the general partner of WP X LP, (vii) WPP GP LLC, a Delaware limited liability company (“WPP GP”), the general partner of WP X GP, (viii) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), the managing member of WPP GP, (ix) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), the general partner of WP Partners, (x) Warburg Pincus & Co., a New York general partnership (“WP”), the managing member of WP Partners GP, (xi) Warburg Pincus LLC, a New York limited liability company (“WP LLC”), the manager of the WP X Funds, and (xii) Messrs. Charles R. Kaye and Joseph P. Landy, each a United States citizen and a Managing General Partner of WP and Managing Member and Co-Chief Executive Officer of WP LLC.  Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities.

Each of Messrs. Kaye and Landy, together with WP X Finance, WP X Finance GP, the WP X Funds, WP X LP, WP X GP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Reporting Persons.”

In addition, WP X LP and Silver Lake Technology Associates III, L.P. co-own Igloo Manager Co-Invest, LLC, a Delaware limited liability company (“Manager”), which is the managing member of Igloo Co-Invest, LLC, a Delaware limited liability company (“Co-Invest”).  As result of the agreements described in Item 4 below and their ownership of Manager, certain of the Warburg Pincus Reporting Persons and entities affiliated with Silver Lake Technology Associates III, L.P. may be deemed to have voting and dispositive power over the securities held by Co-Invest; however, each of them disclaims beneficial ownership of such securities.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

Item 2(c).

Citizenship:

See responses to Item 4 on each cover page.

Item 2(d).

Titles of Classes of Securities:

Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e).

CUSIP Number:

45866F104

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(n):

x

Not Applicable

(a)

o

Broker or dealer registered under section 15 of the Exchange Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813).

(i)

o

Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

o

Non-U.S. institution, in accordance with § 240.13d–1(b)(1)(ii)(J).

(k)

o

Group in accordance with § 240.13d–1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240. 13d–1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .

Item 4.

Ownership.

(a)

Amount beneficially owned:   

See responses to Item 9 on each cover page and Item 2(a) above. Beneficial ownership information in this report reflects beneficial ownership as of the date of filing.

On December 14, 2015, the Issuer and the Shareholders and Co-Invest closed the acquisition of Interactive Data Holdings Corporation and the Issuer issued a total of 3,437,493 shares to the Warburg Pincus Reporting Persons and Co-Invest.  WP X Finance became the record holder of 166,901 shares of Common Stock of the Issuer. WP X became the record holder of 2,032,263 shares of the Common Stock of the Issuer. Warburg Pincus X Partners, L.P. became the record holder of 70,355 shares of Common Stock of the Issuer.   Co-Invest became the record holder of 1,167,974  shares of Common Stock of the Issuer.

Private equity funds affiliated with Silver Lake Group, L.L.C. and the Warburg Pincus Reporting Persons (collectively, the “Shareholders”) are parties to a coordination agreement (the “Coordination Agreement”), which contains certain provisions relating to coordination of the transfer of Common Stock by the parties thereto.  The Shareholders and Co-Invest are party to a letter agreement (the “Letter Agreement”), which contains certain provisions relating to the disposition of Common Stock of the Issuer.

After the acquisition of Interative Data Holdings Corporation, by virtue of the Coordination Agreement and the Letter Agreement and the obligations and rights thereunder, the Warburg Pincus Reporting Persons, certain private equity funds affiliated with Silver Lake Group, L.L.C., Manager, Co-Invest and/or certain of their affiliates may have been deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based in part on information provided by the Issuer, the other Shareholders and

Co-Invest, such a “group” would have been deemed to beneficially own an aggregate of 5,960,995 shares of Common Stock, or 5.0% of the Common Stock of the Issuer as of December 14, 2015.  This filing shall not be deemed an admission that any of such persons constitute a “group” for purposes of Section 13(d) of the Exchange Act and the Warburg Pincus Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Coordination Agreement.  Certain private equity funds affiliated with Silver Lake Group, L.L.C. have separately made a Schedule 13G filing reporting their beneficial ownership of shares of Common Stock.

On December 22, 2015, the Shareholders and Co-Invest sold an aggregate of 5,669,002 shares of Common Stock pursuant to a registration statement filed by the Issuer and, as a result, on the date of filing, the reporting persons and any “group” they may be deemed to constitute a part of beneficially owns an aggregate of 291,993 shares of Common Stock, which constitutes 0.2% of the Common Stock of the Issuer.

As of the date of filing, no Warburg Pincus Reporting Person is the beneficial owner of Common Stock of the Issuer other than the Common Stock held by Co-Invest.  As of the date of filing, Co-Invest is the beneficial owner of 291,993 shares of Common Stock of the Issuer, which constitutes 0.2% of the Common Stock of the Issuer.

The percentages of  Common Stock in this Item 4 are based on a total of 109,764,674 shares of Common Stock of the Issuer outstanding as of December 10, 2015 plus 2,527,658 shares of Common Stock issued on December 11, 2015 in connection with the Issuer’s acquisition of Trayport, Inc. and GFI TP Ltd., an affiliate of Trayport, Inc., each as reported in the Issuer’s prospectus supplement, filed by the Issuer with the Commission on December 11, 2015, plus 6,451,547 shares of Common Stock issued on December 14, 2015 in connection with the completion of the acquisition of Interactive Data Holdings Corporation.

(b)

Percent of class:   

See responses to Item 11 on each cover page and Item 4(a) above.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page and Item 4(a) above.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page and Item 4(a) above.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page and Item 4(a) above.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page and Item 4(a) above.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x.

See response to Item 4 above.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See response to Item 4 above. To the best knowledge of the Warburg Pincus Reporting Persons, no one other than such reporting persons, the partners, members, affiliates or shareholders of such reporting persons and any other person listed in Item 4 has the right to receive or the power to direct the receipt of dividends from, or the proceeds, from, the sale of Common Stock.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See response to Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group.

See response to Item 4 above.

Item 9.

Notice of Dissolution of Group.

See response to Items 4 and 5 above.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

WP X FINANCE, L.P.

By: WPX GP, L.P., its managing general partner

By: Warburg Pincus Private Equity X, L.P., its general partner

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/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Partner

WPX GP, L.P.

By: Warburg Pincus Private Equity X, L.P., its general partner

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/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Partner

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/ Robert B. Knauss

Name:

Robert B. Knauss

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/ Robert B. Knauss

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:

/s/ Robert B. Knauss

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:

/s/ Robert B. Knauss

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:

/s/ Robert B. Knauss

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:

/s/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Partner

WARBURG PINCUS PARTNERS GP LLC

By: Warburg Pincus & Co., its managing member

By:

/s/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Partner

WARBURG PINCUS & CO.

By:

/s/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Partner

WARBURG PINCUS LLC

By:

/s/ Robert B. Knauss

Name:

Robert B. Knauss

Title:

Managing Director

CHARLES R. KAYE

By:

/s/ Robert B. Knauss

Robert B. Knauss, Attorney-in-fact*

JOSEPH P. LANDY

By:

/s/ Robert B. Knauss

Robert B. Knauss, Attorney-in-fact*

Exhibit 1

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.