CUSIP No. 60935Y208
This Amendment No. 12 (this “Amendment No. 12”)
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 August 4, 2020, Amendment No. 9, filed August 6, 2020, Amendment No. 10, filed August 12, 2020,
and Amendment No. 11, filed August 14, 2020 (the “Original 13D” and, together with this Amendment No. 12, 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 14, 2020, the Reporting Persons sold an aggregate of 1,784 shares of Series D Preferred Stock (which shares
converted into 223,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.52, pursuant to Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended.
On August 17, 2020, the Reporting Persons sold an aggregate of 1,920 shares of Series D Preferred Stock (which shares
converted into 240,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.59, pursuant to Rule 144.
On August 18, 2020, the Reporting Persons sold an aggregate of 1,920 shares of Series D Preferred Stock (which shares
converted into 240,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.60, pursuant to Rule 144.
On August 19, 2020, the Reporting Persons sold an aggregate of 1,944 shares of Series D Preferred Stock (which shares
converted into 243,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.45, pursuant to Rule 144.
On August 20, 2020, the Reporting Persons sold an aggregate of 1,480 shares of Series D Preferred Stock (which shares
converted into 185,000 shares of Common Stock) at a weighted average price per share of Common Stock of $3.34 (together with the sale on August 14, 2020, August 17, 2020, August 18, 2020, and August 19, 2020, the “Sales”), pursuant to Rule 144.
As a result of the Sales, the Reporting Persons ceased to beneficially own a number of shares of Series D Preferred Stock
that would convert into more than five percent of the Issuer’s Common Stock.”
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 20, 2020, GS Group may be deemed to beneficially own an aggregate of 3,465,436 shares of Common Stock,
consisting of (i) 27,417.8842 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 3,427,234 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 4.8% of the outstanding Common Stock.
As of August 20, 2020, Goldman Sachs may be deemed to beneficially own an aggregate of 3,131,323 shares of Common Stock,
consisting of (i) 24,744.9757 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 3,093,121 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 4.3% of the outstanding Common Stock.
As of August 20, 2020, GSCP Advisors and GS Capital may each be deemed to beneficially own an aggregate of 1,244,613 shares
of Common Stock, consisting of 9,956.9055 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 1,244,613 shares of Common Stock, representing in the aggregate approximately 1.7% of the outstanding Common Stock.
As of August 20, 2020, GSCP Offshore Advisors and GS Offshore may each be deemed to beneficially own an aggregate of
1,035,229 shares of Common Stock, consisting of 8,281.8321 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 1,035,229 shares of Common Stock, representing in the aggregate approximately 1.4% of the outstanding Common Stock.
As of August 20, 2020, GS Advisors may be deemed to beneficially own an aggregate of 386,480 shares of Common Stock,
consisting of 3,091.8422 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 386,480 shares of Common Stock, representing in the aggregate approximately 0.6% of the outstanding Common Stock.
As of August 20, 2020, GS Parallel may be deemed to beneficially own an aggregate of 342,247 shares of Common Stock,
consisting of 2,737.9774 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 342,247 shares of Common Stock, representing in the aggregate approximately 0.5% of the outstanding Common Stock.
As of August 20, 2020, GS GmbH and GS Germany may each be deemed to beneficially own an aggregate of 44,233 shares of
Common Stock, consisting of 353.8648 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 44,233 shares of Common Stock, representing in the aggregate approximately 0.1% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Onshore GP, GS Mezzanine Onshore and GSMP Onshore may each be deemed to beneficially
own an aggregate of 162,986 shares of Common Stock, consisting of 1,303.8893 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 162,986 shares of Common Stock, representing in the aggregate
approximately 0.2% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Institutional GP, GS Mezzanine Institutional and GSMP Institutional may each be deemed
to beneficially own an aggregate of 17,198 shares of Common Stock, consisting of 137.5852 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 17,198 shares of Common Stock, representing in the aggregate approximately 0.02% of the outstanding Common Stock.
As of August 20, 2020, GS Mezzanine Offshore GP, GS Mezzanine Offshore and GSMP Offshore may each be deemed to beneficially
own an aggregate of 246,615 shares of Common Stock, consisting of 1,972.9215 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 246,615 shares of Common Stock, representing in the aggregate approximately 0.3% of the outstanding Common Stock.
As of August 20, 2020, Broad Street may be deemed to beneficially own an aggregate of 239,784 shares of Common Stock,
consisting of 1,918.2744 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 239,784 shares of Common Stock, representing in the aggregate approximately 0.3% 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 18, 2020 to August 19,
2020.
(iii) Subsection (e) is amended and restated in its entirety as follows:
“As of August 20, 2020, the Reporting Persons ceased to beneficially own a number of shares of Series D Preferred Stock
that would convert into more than five percent of the Issuer’s Common Stock.”
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.