0000769993-17-000358.txt : 20170213 0000769993-17-000358.hdr.sgml : 20170213 20170213170732 ACCESSION NUMBER: 0000769993-17-000358 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 GROUP MEMBERS: GOLDMAN, SACHS & CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: iKang Healthcare Group, Inc. CENTRAL INDEX KEY: 0001524190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88530 FILM NUMBER: 17600491 BUSINESS ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 BUSINESS PHONE: 86 10-5320-6688 MAIL ADDRESS: STREET 1: B-6F, SHIMAO TOWER STREET 2: 92A JIANGUO ROAD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100022 FORMER COMPANY: FORMER CONFORMED NAME: iKang Guobin Healthcare Group, Inc. DATE OF NAME CHANGE: 20131129 FORMER COMPANY: FORMER CONFORMED NAME: China iKang Healthcare, Inc. DATE OF NAME CHANGE: 20110624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G/A 1 ikanghealthcare2gscotota.txt IKANG HEALTHCARE GROUP, INC. 13G AMENDMENT 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* IKANG HEALTHCARE GROUP, INC. ------------------------------------------------------------------------------- (Name of Issuer) Class A common shares, par value US$0.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 45174L108** -------------------------------------------- (CUSIP Number) December 31, 2016 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). **CUSIP represents American depositary shares. Each American depositary share represents 1/2 Class A Common share. Page 1 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,259,105 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,259,105 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,105 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS & CO. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,259,105 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,259,105 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,105 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA ------------------------------------------------------------------------------ Page 3 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 1,894,815.5 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,894,815.5 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,894,815.5 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.6 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 4 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 2013, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 45,438 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 45,438 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 45,438 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 5 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 2013 OFFSHORE, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 17,323 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 17,323 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 17,323 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 6 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 62,761 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 62,761 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 62,761 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 7 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET 2013, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 184,125 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 184,125 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 184,125 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.5 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 8 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET 2013 OFFSHORE, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 42,768 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 42,768 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 42,768 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 9 of 25 ----------------------- CUSIP No. 45174L108 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 226,893 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 226,893 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 226,893 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 10 of 25 Item 1(a). Name of Issuer: IKANG HEALTHCARE GROUP, INC. Item 1(b). Address of Issuer's Principal Executive Offices: B-6F Shimao Tower, 92A Jianguo Road Chaoyang District Beijing 100022 People's Republic of China Item 2(a). Name of Persons Filing*: THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. MBD 2013, L.P. MBD 2013 OFFSHORE, L.P. MBD ADVISORS, L.L.C. BRIDGE STREET 2013, L.P. BRIDGE STREET 2013 OFFSHORE, L.P. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. *The foregoing does not include all indirect holding entities Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business office of each of the Reporting Persons is: THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO., BROAD STREET PRINCIPAL INVESTMENTS, L.L.C., MBD 2013, L.P., MBD 2013 OFFSHORE, L.P., MBD ADVISORS, L.L.C., BRIDGE STREET 2013, L.P., BRIDGE STREET 2013 OFFSHORE, L.P., BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., 200 West Street New York, NY 10282 Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN, SACHS & CO. - New York BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware MBD 2013, L.P. - Delaware MBD 2013 OFFSHORE, L.P. - Cayman Islands MBD ADVISORS, L.L.C. - Delaware BRIDGE STREET 2013, L.P. - Delaware BRIDGE STREET 2013 OFFSHORE, L.P. - Cayman Islands BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware Item 2(d). Title of Class of Securities: Class A common shares, par value US$0.01 per share* *Shares reported are the shares underlying American depositary shares held by the reporting persons. Each American depositary share represents 1/2 Class A Common share. Item 2(e). CUSIP Number: 45174L108 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] A non-U.S.institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, provided that all the members are persons specified with Rule 13d-1(b)(1)(ii)(A)through(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 11 of 25 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable -------------------------- *In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 12 of 25 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 13, 2017 THE GOLDMAN SACHS GROUP, INC. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD 2013, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD 2013 OFFSHORE, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET 2013, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET 2013 OFFSHORE, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Page 13 of 25 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.4 Power of Attorney, relating to GOLDMAN, SACHS & CO. 99.5 Power of Attorney, relating to BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 99.6 Power of Attorney, relating to MBD 2013, L.P. 99.7 Power of Attorney, relating to MBD 2013 OFFSHORE, L.P. 99.8 Power of Attorney, relating to MBD ADVISORS, L.L.C. 99.9 Power of Attorney, relating to BRIDGE STREET 2013, L.P. 99.10 Power of Attorney, relating to BRIDGE STREET 2013 OFFSHORE, L.P. 99.11 Power of Attorney, relating to BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. Page 14 of 25 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A common shares, par value US$0.01 per share, of IKANG HEALTHCARE GROUP, INC. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 13, 2017 THE GOLDMAN SACHS GROUP, INC. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD 2013, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD 2013 OFFSHORE, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET 2013, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET 2013 OFFSHORE, L.P. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Veruna Stanescu ---------------------------------------- Name: Veruna Stanescu Title: Attorney-in-fact Page 15 of 25 EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned directly or indirectly by Broad Street Principal Investments,L.L.C., MBD 2013, L.P., MBD 2013 Offshore, L.P., MBD Advisors, L.L.C., Bridge Street 2013, L.P., Bridge Street 2013 Offshore, L.P., and Bridge Street Opportunity Advisors, L.L.C.(collectively, the "GS Investing Entities"), or are owned, or may be deemed to be beneficially owned, by Goldman, Sachs & Co.("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The Investing Entities and/or the general partner, managing general partner or other manager of each of the GS Investing Entities is an affiliate of GS Group. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Investing Entities. Page 16 of 25 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 31, 2019 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 31, 2019, this Power of Attorney shall cease to have effect in relation to such Attorney-in- fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 21, 2016. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm ____________________________ Name: Gregory K. Palm Title: Executive Vice President and General Counsel and Secretary of the Corporation Page 17 of 25 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu, acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until December 31, 2019 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of Company or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to December 31, 2019, this Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 21, 2016. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm ____________________________ Name: Gregory K. Palm Title: Executive Vice President and General Counsel and Secretary of the Corporation Page 18 of 25 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 19 of 25 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD 2013, L.P. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. MBD 2013, L.P. By: MBD ADVISORS, L.L.C., its general partner By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 20 of 25 EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD 2013 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. MBD 2013 OFFSHORE, L.P. By: MBD ADVISORS, L.L.C., its general partner By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 21 of 25 EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. MBD ADVISORS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 22 of 25 EXHIBIT (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2013, L.P. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. BRIDGE STREET 2013, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 23 of 25 EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2013 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. BRIDGE STREET 2013 OFFSHORE, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 24 of 25 EXHIBIT (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of July 31st, 2016. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 25 of 25