CUSIP No. 60935Y208
This Amendment No. 8 (this “Amendment No. 8”) supplements and amends certain information in the Schedule 13D filed on April 4, 2008, as amended by Amendment No.
1, filed March 9, 2011, Amendment No. 2 filed May 9, 2011, Amendment No. 3 filed May 23, 2011, Amendment No. 4 filed November 16, 2011, Amendment No. 5 filed November 28, 2011, Amendment No. 6, filed December 27, 2011 and Amendment No. 7, filed April
4, 2014 (the “Original 13D” and, together with this Amendment No. 8, the “Schedule 13D”) on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”), GSCP VI Advisors, L.L.C. (“GSCP
Advisors”), GSCP VI Offshore Advisors, L.L.C. (“GSCP Offshore Advisors”), GS Advisors VI, L.L.C. (“GS Advisors”), Goldman, Sachs Management GP GmbH (“GS GmbH”), GS Capital Partners VI Fund, L.P. (“GS Capital”), GS
Capital Partners VI Offshore Fund, L.P. (“GS Offshore”), GS Capital Partners VI GmbH & Co. KG (“GS Germany”), GS Capital Partners VI Parallel, L.P. (“GS Parallel”), GS Mezzanine Partners V Onshore Fund, L.L.C. (“GS
Mezzanine Onshore GP”), GS Mezzanine Partners V Institutional Fund, L.L.C. (“GS Mezzanine Institutional GP”), GS Mezzanine Partners V Offshore Fund, L.L.C. (“GS Mezzanine Offshore GP”), GS Mezzanine Partners V Onshore Fund, L.P.
(“GS Mezzanine Onshore”), GS Mezzanine Partners V Institutional Fund, L.P. (“GS Mezzanine Institutional”), GS Mezzanine Partners V Offshore Fund, L.P. (“GS Mezzanine Offshore”), GSMP V Onshore US, Ltd. (“GSMP Onshore”),
GSMP V Institutional US, Ltd. (“GSMP Institutional”), GSMP V Offshore US, Ltd. (“GSMP Offshore”), and Broad Street Principal Investments, L.L.C. (“Broad Street” and, together with the foregoing entities, the “Reporting Persons”).
Capitalized terms used, but not otherwise defined, herein have the meanings ascribed to them in the Original 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Original 13D is hereby amended to add the following:
The paragraph beginning “GS Group is a Delaware corporation” is amended to add:
“Broad Street Principal Investments, L.L.C. is a Delaware limited liability company and was formed for the purpose of investing in equity, equity-related and similar
securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.”
In addition, Item 2 of the Original 13D is hereby amended by replacing in their entirety the Schedules I , II-A, II-B, II-C, II-D and III, incorporated therein by
reference, with Schedules I , II-A, II-B, II-C and III hereto, which Schedules I , II-A, II-B, II-C and III are incorporated herein by reference into this Item 2.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 4, 2020, a copy of which is attached as Exhibit 7.1 hereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original 13D is hereby amended to add the following:
“On July 31, 2020, the Reporting Persons sold an aggregate of 2,400 shares of Series D Preferred Stock (which shares converted into 300,000 shares of Common Stock) at
a weighted average price per share of Common Stock of $3.49 (the “Sale”), pursuant to Rule 144 under the Securities Act of 1933, as amended.
The Reporting Persons expect to dispose of all or a portion of the shares of Common Stock of the Issuer deemed to be held by them (which will consist of shares of
Common Stock convertible from the Series D Preferred Stock held by them), from time to time, in open market transactions, privately negotiated sales, or other methods. The implementation of these plans, and changes in these plans, will depend on
market conditions or other factors, including trading activity in Common Stock of the Issuer. The Reporting Persons may engage in discussions with the Issuer and one or more third parties with respect to such proposed sales. There can be no assurance
as to when, over what period of time, or to what extent the Reporting Persons may decide to decrease their ownership interests in the Issuer.”
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original 13D is hereby amended as follows:
(i) Subsection (a) is amended and restated in its entirety as follows in connection with, and after giving effect to, the Sale:
“As of July 31, 2020, GS Group may be deemed to beneficially own an aggregate of 8,648,436 shares of Common Stock, consisting of (i) 68,881.9027 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 8,610,234 shares
of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing in the aggregate approximately 11.9% of the
outstanding Common Stock.
As of July 31, 2020, Goldman Sachs may be deemed to beneficially own an aggregate of 7,809,053 shares of Common Stock, consisting of (i) 66,986.0736 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 8,373,256 shares
of Common Stock and (ii) 38,202 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, and excluding 602,405 shares of Common Stock deemed to be
beneficially owned by Broad Street Principal Investments, L.L.C., representing in the aggregate approximately 10.8% of the outstanding Common Stock.
As of July 31, 2020, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 3,126,846 shares of Common Stock, consisting of 25,014.7718
shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering
into 3,126,846 shares of Common Stock, representing in the aggregate approximately 4.3% of the outstanding Common Stock.
As of July 31, 2020, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 2,600,801 shares of Common Stock, consisting of
20,806.4082 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed
Offering into 2,600,801 shares of Common Stock, representing in the aggregate approximately 3.6% of the outstanding Common Stock.
As of July 31, 2020, GS Advisors may be deemed to beneficially own an aggregate of 970,597 shares of Common Stock, consisting of 7,767.6616 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 970,597 shares
of Common Stock, representing in the aggregate approximately 1.3% of the outstanding Common Stock.
As of July 31, 2020, GS Parallel may be deemed to beneficially own an aggregate of 859,829 shares of Common Stock, consisting of 6,878.6355 shares of Series D
Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 859,829 shares
of Common Stock, representing in the aggregate approximately 1.2% of the outstanding Common Stock.
As of July 31, 2020, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 111,128 shares of Common Stock, consisting of 889.0261 shares of
Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 111,128
shares of Common Stock, representing in the aggregate approximately 0.2% of the outstanding Common Stock.
As of July 31, 2020, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 409,473 shares of Common
Stock, consisting of 3,275.7873 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed Offering into 409,473 shares of Common Stock, representing in the aggregate approximately 0.6% of the outstanding Common Stock.
As of July 31, 2020, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of 43,205
shares of Common Stock, consisting of 345.6429 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that
receives such shares in a Widely Dispersed Offering into 43,205 shares of Common Stock, representing in the aggregate approximately 0.1% of the outstanding Common Stock.
As of July 31, 2020, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 619,569 shares of Common
Stock, consisting of 4,956.5557 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares
in a Widely Dispersed Offering into 619,569 shares of Common Stock, representing in the aggregate approximately 0.9% of the outstanding Common Stock.
As of July 31, 2020, Broad Street Principal Investments, L.L.C. may be deemed to beneficially own an aggregate of 602,405 shares of Common Stock, consisting of
4,819.2461 shares of Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely Dispersed
Offering into 602,405 shares of Common Stock, representing in the aggregate approximately 0.8% of the outstanding Common Stock.
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”), this Schedule 13D reflects the securities
beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This Schedule 13D 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, if any, by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which the Goldman Sachs Reporting
Units acts 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.
None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C hereto may be deemed
to beneficially own any shares of Common Stock other than as set forth herein.”
(ii) Subsection (c) is amended and restated in its entirety as follows:
“Except as set forth in Schedule IV hereto, or as otherwise described herein, no transactions in the shares of Common Stock were effected by the Reporting Persons or,
to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A, II-B or II-C hereto, during the 60-day period from June 1, 2020 to July 31, 2020.”
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement, dated as of August 4, 2020, by and among the Reporting Persons.