0000895345-21-000479.txt : 20210428 0000895345-21-000479.hdr.sgml : 20210428 20210428205701 ACCESSION NUMBER: 0000895345-21-000479 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210428 FILED AS OF DATE: 20210428 DATE AS OF CHANGE: 20210428 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: 001-40365 FILM NUMBER: 21866631 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: 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: 001-40365 FILM NUMBER: 21866632 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: Bridge Street 2013, L.P. CENTRAL INDEX KEY: 0001572490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866627 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 2013 Offshore, L.P. CENTRAL INDEX KEY: 0001572491 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866628 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 2013, L.P. CENTRAL INDEX KEY: 0001572501 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866633 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 2013 Offshore, L.P. CENTRAL INDEX KEY: 0001572502 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866634 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: Broad Street Principal Investments, L.L.C. CENTRAL INDEX KEY: 0001575993 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866630 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 Opportunity Advisors, L.L.C. CENTRAL INDEX KEY: 0001615636 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866636 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 2013 Holdings, L.P. CENTRAL INDEX KEY: 0001615711 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866629 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: MBD 2013 Holdings, L.P. CENTRAL INDEX KEY: 0001615732 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40365 FILM NUMBER: 21866635 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 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Privia Health Group, Inc. CENTRAL INDEX KEY: 0001759655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 950 N. GLEBE RD., SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 571-366-8850 MAIL ADDRESS: STREET 1: 950 N. GLEBE RD., SUITE 700 CITY: ARLINGTON STATE: VA ZIP: 22203 FORMER COMPANY: FORMER CONFORMED NAME: PH Group Parent Corp. DATE OF NAME CHANGE: 20181120 3 1 form3.xml X0206 3 2021-04-28 0 0001759655 Privia Health Group, Inc. PRVA 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 true 0000769993 GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK NY 10282 true 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282 true 0001615711 Bridge Street 2013 Holdings, L.P. 200 WEST STREET NEW YORK NY 10282 true 0001572491 Bridge Street 2013 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282-2198 true 0001572490 Bridge Street 2013, L.P. 200 WEST STREET NEW YORK NY 10282-2198 true 0001615636 Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 true 0001615732 MBD 2013 Holdings, L.P. 200 WEST STREET NEW YORK NY 10282 true 0001572502 MBD 2013 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282 true 0001572501 MBD 2013, L.P. 200 WEST STREET NEW YORK NY 10282 true Common Stock 95878470 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), MBD 2013, L.P. ("MBD Onshore"), MBD 2013 Offshore, L.P. ("MBD Offshore"), MBD 2013 Holdings, L.P. ("MBD Holdings"), Broad Street Principal Investments, L.L.C. ("Broad Street"), Bridge Street 2013, L.P. ("Bridge Street Onshore"), Bridge Street 2013 Offshore, L.P. ("Bridge Street Offshore"), Bridge Street 2013 Holdings, L.P. ("Bridge Street Holdings" and, together with MBD Onshore, MBD Offshore, MBD Holdings, Broad Street, Bridge Street Onshore and Bridge Street Offshore, the "GS Funds"), MBD Advisors, L.L.C. ("MBD Advisors"), and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street Advisors" and, together with GS Group, Goldman Sachs, the GS Funds and MBD Advisors, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. The Reporting Persons may be deemed to beneficially own indirectly, in the aggregate, 95,878,470 shares of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by reason of the membership interests in Brighton Health Group Holdings, LLC ("BHG"), the Issuer's parent holding company, held by Broad Street, MBD Holdings, and Bridge Street Holdings. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the GS Funds. Each of Goldman Sachs and Broad Street is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Funds. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Goldman Sachs Group, Inc. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Goldman Sachs & Co. LLC /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Broad Street Principal Investments, L.L.C. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Bridge Street 2013 Holdings, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Bridge Street 2013 Offshore, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Bridge Street 2013, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 Bridge Street Opportunity Advisors, L.L.C. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 MBD 2013 Holdings, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 MBD 2013, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 MBD 2013 Offshore, L.P. /s/ Jamison Yardley, Attorney-in-fact 2021-04-28 EX-24 2 ex2401.htm POWER OF ATTORNEY
Exhibit 24

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
BRIDGE STREET 2013 OFFSHORE, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Yvette Kosic, Jamison Yardley, Jennifer Lee and Jess J. Morrison, 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) March 15, 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 March 15, 2019.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each of Jamison Yardley, Nathan Burby and Crystal Orgill, 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) January 1, 2024 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 January  7  , 2021.


GOLDMAN SACHS & CO. LLC.

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

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2013 HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
MBD 2013 HOLDINGS, L.P.

By: MBD Advisors, LLC
By: /s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
BRIDGE STREET 2013, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2013, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
MBD 2013, L.P.
By: MBD Advisors, LLC
By: /s/ Joseph P. DiSabato
Name: Joseph P. DiSabato
Title: Vice President

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 Jennifer Lee, 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) May 17, 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 May 17, 2019.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ William Y. Eng
Name: William Y. Eng
Title: Vice President




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 Jamison Yardley, Nathan R. Burby and Crystal Orgill, 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) January 1, 2024 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 January 7  , 2021.

THE GOLDMAN SACHS GROUP, INC.
By: /s/ Karen P. Seymour
Name: Karen P. Seymour
Title: Executive Vice President, General Counsel and Secretary


POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
BRIDGE STREET 2013 HOLDINGS, L.P.

By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.

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




 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2013 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Jamison Yardley and Crystal Orgill, 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) April 26, 2024 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 April 26, 2021.
   

MBD 2013 OFFSHORE, L.P.
 

By: MBD Advisors, LLC  

By: /s/ Joseph P. DiSabato
Name: Joseph P. DiSabato  
Title: Vice President