CUSIP No. 60935Y208
This Amendment No. 11 (this “Amendment No. 11”) 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, Amendment No. 7,
filed April 4, 2014, Amendment No. 8, filed July 31, 2020, Amendment No. 9, filed August 4, 2020, and Amendment No. 10, filed August 10, 2020 (the “Original 13D” and, together with this Amendment No. 11, 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 4. PURPOSE OF TRANSACTION
Item 4 of the Original 13D is hereby amended to add the following:
“On August 11, 2020, the Reporting Persons sold an aggregate of 3,480 shares of Series D Preferred Stock (which shares converted into 435,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.53, pursuant to Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended.
On August 12, 2020, the Reporting Persons sold an aggregate of 5,984 shares of Series D Preferred Stock (which shares converted into 748,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.61, pursuant to Rule 144.
On August 13, 2020, the Reporting Persons sold an aggregate of 2,096 shares of Series D Preferred Stock (which shares converted into 262,000 shares of Common
Stock) at a weighted average price per share of Common Stock of $3.62 (together with the sale on August 11, 2020 and August 12, 2020, the “Sales”), pursuant to Rule 144.”
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 Sales:
“As of August 13, 2020, GS Group may be deemed to beneficially own an aggregate of 4,596,436 shares of Common Stock, consisting of (i) 36,465.8883 shares of
Series D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by the GS Investors and Broad Street, which are convertible by a holder other than the Reporting Persons or their affiliates, that receives
such shares in a Widely Dispersed Offering into 4,558,234 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 6.3% of the outstanding Common Stock.
As of August 13, 2020, Goldman Sachs may be deemed to beneficially own an aggregate of 4,152,067 shares of Common Stock, consisting of (i) 32,910.9303 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
4,113,865 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 5.7%
of the outstanding Common Stock.
As of August 13, 2020, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 1,655,343 shares of Common Stock, consisting of
13,242.7460 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 1,655,343 shares of Common Stock, representing in the aggregate approximately 2.3% of the outstanding Common Stock.
As of August 13, 2020, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of 1,376,857 shares of Common Stock,
consisting of 11,014.8561 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 1,376,857 shares of Common Stock, representing in the aggregate approximately 1.9% of the outstanding Common Stock.
As of August 13, 2020, GS Advisors may be deemed to beneficially own an aggregate of 514,021 shares of Common Stock, consisting of 4,112.1709 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 514,021 shares
of Common Stock, representing in the aggregate approximately 0.7% of the outstanding Common Stock.
As of August 13, 2020, GS Parallel may be deemed to beneficially own an aggregate of 455,190 shares of Common Stock, consisting of 3,641.5218 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 455,190 shares
of Common Stock, representing in the aggregate approximately 0.6% of the outstanding Common Stock.
As of August 13, 2020, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 58,831 shares of Common Stock, consisting of 470.6491
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 58,831 shares of Common Stock, representing in the aggregate approximately 0.1% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially own an aggregate of 216,773 shares of
Common Stock, consisting of 1,734.1857 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 216,773 shares of Common Stock, representing in the aggregate approximately 0.3% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed to beneficially own an aggregate of
22,872 shares of Common Stock, consisting of 182.9775 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 22,872 shares of Common Stock, representing in the aggregate approximately 0.03% of the outstanding Common Stock.
As of August 13, 2020, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially own an aggregate of 327,999 shares
of Common Stock, consisting of 2,626.9939 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 327,999 shares of Common Stock, representing in the aggregate approximately 0.5% of the outstanding Common Stock.
As of August 13, 2020, Broad Street may be deemed to beneficially own an aggregate of 318,912 shares of Common Stock, consisting of 2,551.2992 shares of Series
D Preferred Stock acquired by the GS Investors on the Recapitalization Closing Date and currently held by Broad Street, which are convertible by a holder, other than the Reporting Persons or their affiliates, that receives such shares in a Widely
Dispersed Offering into 318,912 shares of Common Stock, representing in the aggregate approximately 0.4% 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 to the Original
13D 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 in the Schedule 13D, 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 to the Original 13D, during the 60-day period from June 11, 2020 to August 12, 2020.”
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.
Dated:August 14, 2020
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THE GOLDMAN SACHS GROUP, INC.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GOLDMAN SACHS & CO. LLC
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI PARALLEL, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS ADVISORS VI, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSCP VI OFFSHORE ADVISORS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSCP VI ADVISORS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS CAPITAL PARTNERS VI GMBH & CO. KG
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GOLDMAN, SACHS MANAGEMENT GP GMBH
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V ONSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V ONSHORE FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V ONSHORE US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V INSTITUTIONAL FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V INSTITUTIONAL US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V OFFSHORE FUND, L.P.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GS MEZZANINE PARTNERS V OFFSHORE FUND, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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GSMP V OFFSHORE US, LTD.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
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By:
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/s/ Jamison Yardley
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Name:
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Jamison Yardley
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Title:
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Attorney-in-Fact
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SCHEDULE IV
All transactions disclosed in this Schedule IV were effected by Goldman Sachs & Co. LLC acting as agent on behalf of Goldman Sachs
International and Goldman Sachs Bank Europe, each of which entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.
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Trade Date
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Settlement Date
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Quantity
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Buy/Sell
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Price
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6/10/20
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6/12/20
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10.00
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B
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3.76
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6/10/20
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6/12/20
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10.00
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S
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3.76
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6/12/20
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6/16/20
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48,000.00
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B
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3.22
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6/12/20
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6/16/20
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48,000.00
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S
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3.22
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6/23/20
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6/25/20
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8,100.00
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B
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3.52
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6/23/20
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6/25/20
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8,100.00
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B
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3.39
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6/23/20
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6/25/20
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8,100.00
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S
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3.52
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6/23/20
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6/25/20
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8,100.00
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S
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3.39
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6/30/20
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7/2/20
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522.00
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B
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3.23
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6/30/20
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7/2/20
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522.00
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S
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3.23
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7/14/20
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7/16/20
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5,772.00
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B
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3.11
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7/14/20
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7/16/20
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5,772.00
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S
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3.11
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7/20/20
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7/22/20
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363.00
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S
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3.06
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7/20/20
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7/22/20
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1,029.00
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B
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3.06
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7/20/20
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7/22/20
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666.00
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S
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3.06
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7/21/20
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7/23/20
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1,955.00
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B
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3.09
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7/21/20
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7/23/20
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802.00
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S
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3.10
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7/21/20
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7/23/20
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1,153.00
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S
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3.09
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7/24/20
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7/28/20
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82.00
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B
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2.99
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7/24/20
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7/28/20
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165.00
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B
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2.99
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7/24/20
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7/28/20
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50.00
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B
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2.99
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7/24/20
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7/28/20
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364.00
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B
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2.99
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7/24/20
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7/28/20
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139.00
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B
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2.99
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7/24/20
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7/28/20
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850.00
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S
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2.99
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7/24/20
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7/28/20
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50.00
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B
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2.99
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