0001104659-15-039743.txt : 20150520 0001104659-15-039743.hdr.sgml : 20150520 20150520191932 ACCESSION NUMBER: 0001104659-15-039743 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150520 FILED AS OF DATE: 20150520 DATE AS OF CHANGE: 20150520 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Press Ganey Holdings, Inc. CENTRAL INDEX KEY: 0001633142 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 EDGEWATER PLACE, SUITE 500 CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 7812955000 MAIL ADDRESS: STREET 1: 401 EDGEWATER PLACE, SUITE 500 CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: PGA Holdings, Inc. DATE OF NAME CHANGE: 20150209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR ASSOCIATES V, L.P. CENTRAL INDEX KEY: 0001416153 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880956 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar/PGA Investors, LLC CENTRAL INDEX KEY: 0001642821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880957 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 351 1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Investors V, L.P. CENTRAL INDEX KEY: 0001642823 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880958 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 351 1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Co-Invest V, L.P. CENTRAL INDEX KEY: 0001642816 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880959 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 351 1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Capital Partners V A L P CENTRAL INDEX KEY: 0001336128 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880962 BUSINESS ADDRESS: STREET 1: 245 PARK AVE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2123511600 MAIL ADDRESS: STREET 1: 245 PARK AVE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Capital Partners V L P CENTRAL INDEX KEY: 0001331338 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880963 BUSINESS ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VESTAR MANAGERS V LTD. CENTRAL INDEX KEY: 0001416152 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880955 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212-351-1600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Executives V LP CENTRAL INDEX KEY: 0001348624 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880960 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2123511600 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OCONNELL DANIEL S CENTRAL INDEX KEY: 0001263034 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880954 MAIL ADDRESS: STREET 1: C/O VESTAR CAPITAL PARTNERS STREET 2: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vestar Capital Partners V-B LP CENTRAL INDEX KEY: 0001335526 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37398 FILM NUMBER: 15880961 BUSINESS ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVE 41ST FL CITY: NEW YORK STATE: NY ZIP: 10167 3 1 a3.xml 3 X0206 3 2015-05-20 0 0001633142 Press Ganey Holdings, Inc. PGND 0001331338 Vestar Capital Partners V L P C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001336128 Vestar Capital Partners V A L P C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001335526 Vestar Capital Partners V-B LP C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001348624 Vestar Executives V LP C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001642816 Vestar Co-Invest V, L.P. C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001642823 Vestar Investors V, L.P. C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001642821 Vestar/PGA Investors, LLC C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001416153 VESTAR ASSOCIATES V, L.P. C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001416152 VESTAR MANAGERS V LTD. C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 0001263034 OCONNELL DANIEL S C/O VESTAR CAPITAL PARTNERS, 245 PARK AVENUE, 41ST FLOOR NEW YORK NY 10167 0 0 1 0 Common Stock 30808448 I See Footnote Includes shares of common stock held directly by Vestar Capital Partners V, L.P. ("Vestar V"), Vestar Capital Partners V-A, L.P. ("Vestar V-A"), Vestar Capital Partners V-B, L.P. ("Vestar V-B"), Vestar Executives V, L.P. ("Executives V"), Vestar Co-Invest V, L.P. ("Co-Invest V"), Vestar Investors V, L.P. ("Investors V") and Vestar/PGA Investors, LLC ("Vestar/PGA" and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V, Co-Invest V and Investors V, the "Vestar Investors"). Vestar V is the managing member of Vestar/PGA and has voting and investment power over the securities held or controlled by it. Vestar Associates V, L.P. ("Vestar Associates V") is the general partner of Vestar V, Vestar V-A, Vestar V-B and Executives V and has voting and investment power over the securities held or controlled by each of them. Vestar Managers V Ltd. ("VMV") is the general partner of Co-Invest V and Investors V and has voting and investment power over the securities held or controlled by each of them. VMV is also the general partner of Vestar Associates V. Daniel S. O'Connell is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O'Connell disclaims beneficial ownership of any securities held directly by the Vestar Investors, except to the extent of his or its pecuniary interest therein. Exhibit List Exhibit 24 - Power of Attorney Vestar Capital Partners V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Capital Partners V-A, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Capital Partners V-B, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Executives V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Co-Invest V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Investors V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar/PGA Investors, LLC, by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Associates V, L.P., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Vestar Managers V Ltd., by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 Daniel S. O'Connell, by /s/ Steven Della Rocca, Attorney-in-fact 2015-05-19 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

 

 

VESTAR CAPITAL PARTNERS V, L.P.

 

 

 

By:

VESTAR ASSOCIATES V, L.P., its General Partner

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR CAPITAL PARTNERS V-A, L.P.

 

 

 

By:

VESTAR ASSOCIATES V, L.P., its General Partner

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR CAPITAL PARTNERS V-B, L.P.

 

 

 

By:

VESTAR ASSOCIATES V, L.P., its General Partner

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR EXECUTIVES V, L.P.

 

 

 

By:

VESTAR ASSOCIATES V, L.P., its General Partner

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR CO-INVEST V, L.P.

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 19th day of May, 2015.

 

 

Very truly yours,

 

 

 

VESTAR INVESTORS V, L.P.

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR/PGA INVESTORS, LLC

 

 

 

By:

VESTAR CAPITAL PARTNERS V, L.P., its Managing Member

 

 

 

By:

VESTAR ASSOCIATES V, L.P., its General Partner

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR ASSOCIATES V, L.P.

 

 

 

By:

VESTAR MANAGERS V LTD., its General Partner

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

VESTAR MANAGERS V LTD.

 

 

 

 

 

 

By:

/s/ Steven Della Rocca

 

 

Name: Steven Della Rocca

 

 

Title: Managing Director and General Counsel

 


 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 


 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

 

Very truly yours,

 

 

 

 

 

 

By:

/s/ Daniel S. O’Connell

 

 

Daniel S. O’Connell