0000769993-19-000588.txt : 20191212 0000769993-19-000588.hdr.sgml : 20191212 20191212213231 ACCESSION NUMBER: 0000769993-19-000588 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20191212 FILED AS OF DATE: 20191212 DATE AS OF CHANGE: 20191212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283211 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO. LLC CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283212 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 NAME: FORMER CONFORMED NAME: GOLDMAN SACHS & CO DATE OF NAME CHANGE: 19931102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broad Street Principal Investments, L.L.C. CENTRAL INDEX KEY: 0001575993 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283213 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street 2016, L.P. CENTRAL INDEX KEY: 0001663982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283214 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MBD 2016, L.P. CENTRAL INDEX KEY: 0001663972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283215 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Street 2016, L.P. CENTRAL INDEX KEY: 0001664071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283216 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Street 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001664070 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283217 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001663978 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283218 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MBD 2016 Offshore, L.P. CENTRAL INDEX KEY: 0001663973 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39156 FILM NUMBER: 191283219 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sprout Social, Inc. CENTRAL INDEX KEY: 0001517375 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 272404165 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 866-878-3231 MAIL ADDRESS: STREET 1: 131 SOUTH DEARBORN STREET STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60603 3 1 ownershipdoc12102019012031.xml X0206 3 2019-12-12-05:00 0 0001517375 Sprout Social, Inc. SPT 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 false false true false 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 false false true false 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282 false false true false 0001663982 Bridge Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001663972 MBD 2016, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001664071 Stone Street 2016, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001664070 Stone Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001663978 Bridge Street 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false 0001663973 MBD 2016 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 false false true false Class A Common Stock, par value $0.0001 value per share 10378809 I See footnotes. This statement is being filed by Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), Bridge Street 2016 Offshore, L.P. ("Bridge Street 2016 Offshore"), Bridge Street 2016, L.P. ("Bridge Street 2016"), MBD 2016 Offshore, L.P. ("MBD 2016 Offshore"), MBD 2016, L.P. ("MBD 2016"), Stone Street 2016 Offshore, L.P. ("Stone Street 2016 Offshore"), and Stone Street 2016, L.P. ("Stone Street 2016") (together, the "Reporting Persons"). Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 10,378,809 shares of Class A Common Stock, par value $0.0001 value per share ("Common Stock"), of Sprout Social, Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 8,976,268 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by BSPI, (ii) 207,345 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016 Offshore, (iii) 641,465 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Bridge Street 2016, (iv) 71,797 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016 Offshore, (v) 158,481 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by MBD 2016, (continued in footnote 3) (vi) 100,161 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 Offshore and (vii) 223,292 shares of Class A common stock issuable upon the conversion of shares of preferred stock held by Stone Street 2016 (Bridge Street Offshore 2016, Bridge Street 2016, MBD 2016 Offshore, MBD 2016, Stone Street Offshore 2016 and Stone Street 2016, together, the "GS Funds") because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the Reporting Persons. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 /s/ Nathan R. Burby, Attorney-in-fact 2019-12-12-05:00 EX-24 2 mbd2016offshore20191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that MBD 2016 OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each
of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 12, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 12, 2019.

MBD 2016 OFFSHORE, L.P.

By: MBD ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 3 bridgest2016offshore20191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2016
OFFSHORE, L.P. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 12, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 12, 2019.

BRIDGE STREET 2016 OFFSHORE, L.P.

By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 4 stonest2016offshore20191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2016
OFFSHORE, L.P. (the "Company") does hereby make, constitute and
appoint each of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 12, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 12, 2019.

STONE STREET 2016 OFFSHORE, L.P.

By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 5 stonest201620191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 2016, L.P.
(the "Company") does hereby make, constitute and appoint each
of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 10, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 10, 2019.

STONE STREET 2016, L.P.

By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 6 mbd201620191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that MBD 2016, L.P. (the
"Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 10, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 10, 2019.

MBD 2016, L.P.

By: MBD ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 7 bridgest201620191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2016, L.P.
(the "Company") does hereby make, constitute and appoint each
of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
December 10, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 10, 2019.

BRIDGE STREET 2016, L.P.

By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.,
its General Partner

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 8 broadstreetpi20191212.txt

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL
INVESTMENTS, L.L.C. (the "Company") does hereby make,
constitute and appoint each of Jamison Yardley and Nathan R.
Burby, 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 the earlier of (i)
December 10, 2022 and (ii) such time that it is revoked in
writing by the undersigned; provided that in the event the
attorney-in-fact ceases to be an employee of the Company or its
affiliates or ceases to perform the function in connection with
which he/she was appointed attorney-in-fact prior to such time,
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 any remaining
attorneys-in-fact. The Company has the unrestricted right
unilaterally to revoke this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of December 10, 2019.

BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

By: Goldman Sachs & Co. LLC,
its Manager

By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President

EX-24 9 gscopoanov2019.txt

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC
(the "Company") does hereby make, constitute and appoint each of
Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the Company; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, 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 any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of November 8, 2019.

GOLDMAN SACHS & CO. LLC

/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Managing Director

EX-24 10 gsgrouppoanov2019.txt

KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,
INC. (the "Company") does hereby make, constitute and appoint
each of Jamison Yardley and Nathan R. Burby, 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 the earlier of (i)
November 3, 2022 and (ii) such time that it is revoked in writing
by the Company; provided that in the event the attorney-in-fact
ceases to be an employee of the Company or its affiliates or
ceases to perform the function in connection with which he/she
was appointed attorney-in-fact prior to such time, 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 any remaining attorneys-in-fact.
The Company has the unrestricted right unilaterally to revoke
this 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.

IN WITNESS WHEREOF, the undersigned has duly subscribed these
presents as of November 8, 2019.

THE GOLDMAN SACHS GROUP, INC.

/s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice President, General Counsel and Secretary