UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
IKANG HEALTHCARE GROUP, INC.
(Name of Issuer)
Class A common shares, par value US$0.01 per share
(Title of Class of Securities)
45174L108**
(CUSIP Number)
December 31, 2016
(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)
[X] 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 represents American depositary shares. Each American depositary share
represents 1/2 Class A Common share.
Page 1 of 25
-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,259,105
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,259,105
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,259,105
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & 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
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,259,105
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,259,105
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,259,105
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 25
|
-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,894,815.5
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,894,815.5
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,894,815.5
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 4 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013, 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
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
45,438
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
45,438
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
45,438
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 5 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013 OFFSHORE, 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
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
17,323
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
17,323
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
17,323
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
62,761
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
62,761
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
62,761
------------------------------------------------------------------------------
10. Check 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
OO
------------------------------------------------------------------------------
Page 7 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013, 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
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
184,125
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
184,125
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
184,125
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 25
|
-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013 OFFSHORE, 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
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
42,768
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
42,768
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
42,768
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 25
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-----------------------
CUSIP No. 45174L108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
226,893
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
226,893
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
226,893
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 25
|
Item 1(a). Name of Issuer:
IKANG HEALTHCARE GROUP, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
B-6F Shimao Tower, 92A Jianguo Road
Chaoyang District
Beijing 100022
People's Republic of China
Item 2(a). Name of Persons Filing*:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
MBD 2013, L.P.
MBD 2013 OFFSHORE, L.P.
MBD ADVISORS, L.L.C.
BRIDGE STREET 2013, L.P.
BRIDGE STREET 2013 OFFSHORE, L.P.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
*The foregoing does not include all indirect holding entities
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
THE GOLDMAN SACHS GROUP, INC.,
GOLDMAN, SACHS & CO.,
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.,
MBD 2013, L.P.,
MBD 2013 OFFSHORE, L.P.,
MBD ADVISORS, L.L.C.,
BRIDGE STREET 2013, L.P.,
BRIDGE STREET 2013 OFFSHORE, L.P.,
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
MBD 2013, L.P. - Delaware
MBD 2013 OFFSHORE, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2013, L.P. - Delaware
BRIDGE STREET 2013 OFFSHORE, L.P. - Cayman Islands
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
Item 2(d). Title of Class of Securities:
Class A common shares, par value US$0.01 per share*
*Shares reported are the shares underlying American
depositary shares held by the reporting persons. Each
American depositary share represents 1/2 Class A Common
share.
Item 2(e). CUSIP Number:
45174L108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[_] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[_] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A 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).[_] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, provided that all the members are persons
specified with Rule 13d-1(b)(1)(ii)(A)through(K).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 11 of 25
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
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.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 12 of 25
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.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
GOLDMAN, SACHS & CO.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD 2013, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD 2013 OFFSHORE, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET 2013, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET 2013 OFFSHORE, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
Page 13 of 25
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
MBD 2013, L.P.
99.7 Power of Attorney, relating to
MBD 2013 OFFSHORE, L.P.
99.8 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.9 Power of Attorney, relating to
BRIDGE STREET 2013, L.P.
99.10 Power of Attorney, relating to
BRIDGE STREET 2013 OFFSHORE, L.P.
99.11 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
|
Page 14 of 25
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A common shares, par value US$0.01 per share, of IKANG HEALTHCARE GROUP,
INC. and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
GOLDMAN, SACHS & CO.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD 2013, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD 2013 OFFSHORE, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
MBD ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET 2013, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET 2013 OFFSHORE, L.P.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Veruna Stanescu
----------------------------------------
Name: Veruna Stanescu
Title: Attorney-in-fact
|
Page 15 of 25
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"),
as a parent holding company, are owned directly or indirectly by Broad Street
Principal Investments,L.L.C., MBD 2013, L.P., MBD 2013 Offshore, L.P.,
MBD Advisors, L.L.C., Bridge Street 2013, L.P., Bridge Street 2013
Offshore, L.P., and Bridge Street Opportunity Advisors, L.L.C.(collectively,
the "GS Investing Entities"), or are owned, or may be deemed to be beneficially
owned, by Goldman, Sachs & Co.("Goldman Sachs"), a broker or dealer registered
under Section 15 of the Act and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. The Investing Entities
and/or the general partner, managing general partner or other manager of
each of the GS Investing Entities is an affiliate of GS Group.
Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the
investment manager of certain of the GS Investing Entities.
Page 16 of 25
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true
and lawful attorney, to execute and deliver in its name and on its behalf,
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
"Act"), which may be required of the Company with respect to securities which
may be deemed to be beneficially owned by the Company under the Act, giving
and granting unto each said Attorney-in-fact power and authority to act in the
premises as fully and to all intents and purposes as the Company might or could
do if personally present by one of its authorized signatories, hereby ratifying
and confirming all that said Attorney-in-fact shall lawfully do or cause to be
done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc.
or one of its affiliates or ceases to perform the function in connection with
which he or she was appointed Attorney-in-fact prior to December 31, 2019, this
Power of Attorney shall cease to have effect in relation to such Attorney-in-
fact upon such cessation but shall continue in full force and effect in relation
to the remaining Attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
|
Page 17 of 25
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf, whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company pursuant to Rule 13f-1 or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which
may be required of the Company with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said Attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said Attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of Company or one of its affiliates
or ceases to perform the function in connection with which he or she was
appointed Attorney-in-fact prior to December 31, 2019, this Power of Attorney
shall cease to have effect in relation to such Attorney-in-fact upon such
cessation but shall continue in full force and effect in relation to the
remaining Attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke the Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
|
Page 18 of 25
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 19 of 25
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2013, L.P. (the "Company") does hereby
make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry
Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD 2013, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 20 of 25
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2013 OFFSHORE, L.P. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD 2013 OFFSHORE, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 21 of 25
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 22 of 25
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2013, L.P. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BRIDGE STREET 2013, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 23 of 25
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2013 OFFSHORE, L.P. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and to
all intents and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BRIDGE STREET 2013 OFFSHORE, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 24 of 25
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
July 31st, 2016.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
|
Page 25 of 25
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