CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 2 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
The Goldman Sachs Group, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.06% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC-CO
|
|
|
|||
|
|
*
|
Reflects (i) 14,778,823.4 Class A Subordinate Voting Shares (the “Class
A Shares”) of MDC Partners Inc. (the “Issuer”) issuable upon the conversion of 95,000 Series 4 Convertible Preference Shares (the “Preference Shares”) of the Issuer and (ii) 7,625 Class A Shares of the Issuer. The Series 4 Convertible Preference Shares are convertible as described
herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares outstanding as
provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 3 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Goldman, Sachs & Co. LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC; AF (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☒
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
New York
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,786,448.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.06% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
BD-IA
|
|
|
|||
|
|
*
|
Reflects (i) 14,778,823.4 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of the Issuer and (ii) 7,625 Class
A Shares of the Issuer. The Preference Shares are convertible as described herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares outstanding
as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 4 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.05% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Reflects 14,778,823.4 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares
are convertible as described herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares outstanding
as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 5 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
StoneBridge 2017, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.05% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
Reflects 14,778,823.4 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares
are convertible as described herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares outstanding
as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 6 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
StoneBridge 2017 Offshore, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.05% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
*
|
Reflects 14,778,823.4 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Series 4
Convertible Preference Shares are convertible as described herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares
outstanding as provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
CUSIP No. 552697104
|
SCHEDULE 13D
|
Page 7 of 18 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
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
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,778,823.4 (See Items 3, 4 and 5)*
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.05% (See Item 5)**
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
*
|
Reflects 14,778,823.4 Class A Shares of the Issuer issuable upon the conversion of 95,000 Preference Shares of Issuer. The Preference Shares are
convertible as described herein.
|
**
|
The calculation is based on the 86,672,362.4 Class A Shares of the Issuer outstanding which includes (i) 71,893,539 Class A Shares outstanding as
provided by the Issuer to Broad Street Principal Investments, L.L.C. and (ii) 14,778,823.4 Class A Shares of the Issuer deliverable upon conversion of the Preference Shares reported herein.
|
i.
|
The Goldman Sachs Group, Inc., a Delaware corporation (“GS
Group”);
|
|
ii.
|
Goldman Sachs & Co. LLC, a New York limited liability company (“Goldman Sachs”);
|
|
iii.
|
Broad Street Principal Investments, L.L.C., a Delaware limited liability company (“BSPI”);
|
|
iv.
|
StoneBridge 2017, L.P., a Delaware limited partnership (“SB
Employee Fund”);
|
|
v.
|
StoneBridge 2017 Offshore, L.P., a Cayman Islands exempted limited partnership (“SB Employee Fund Offshore,” and together with SB Employee Fund, the “Employee Funds”);
|
|
vi.
|
Bridge Street Opportunity Advisors, L.L.C. (“Bridge Street”
and together with the entities listed in (i) through (v), the “Reporting Persons”).
|
Exhibit No.
|
Description
|
Power of Attorney,
relating to The Goldman Sachs Group, Inc. (filed herewith).
|
|
Power of Attorney,
relating to Goldman Sachs & Co. LLC (filed herewith).
|
|
Power of Attorney,
relating to StoneBridge 2017, L.P. (filed herewith).
|
|
Power of Attorney,
relating to StoneBridge 2017 Offshore, L.P. (filed herewith).
|
|
|
The Goldman Sachs Group, Inc.
|
|||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
Goldman, Sachs & Co. LLC
|
|||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
Broad Street Principal Investments, L.L.C.
|
|||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
StoneBridge 2017, L.P
|
|||
By: |
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
|
||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
StoneBridge 2017 Offshore, L.P.
|
|||
By: |
Bridge Street Opportunity Advisors, L.L.C.
its General Partner
|
||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
Bridge Street Opportunity Advisors, L.L.C.
|
|||
|
By:
|
/s/ Jamison Yardley
|
|
Name: |
Jamison Yardley
|
||
Title: |
Attorney in Fact
|
||
Name
|
Present Principal Occupation
|
|
David M. Solomon
|
Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc.
|
|
M. Michele Burns
|
Former Chairman and CEO, Mercer LLC; Former CFO of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines,
Inc.
|
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Drew G. Faust
|
Professor and Former President of Harvard University
|
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Mark A. Flaherty
|
Former Vice Chairman, Wellington Management Company
|
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William W. George
|
Senior Fellow at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.
|
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James A. Johnson
|
Chairman of Johnson Capital Partners
|
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Ellen J. Kullman
|
Former Chair and Chief Executive Officer of DuPont
|
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Lakshmi N. Mittal
|
Chairman and Chief Executive Officer of ArcelorMittal S.A.
|
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Adebayo O. Ogunlesi
|
Chairman and Managing Partner of Global Infrastructure Partners
|
|
Peter Oppenheimer
|
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
|
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Jan E. Tighe
|
Former Vice Admiral, United States Navy
|
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David A. Viniar
|
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
|
|
Mark O. Winkelman |
Private Investor |
Name
|
Present Principal Occupation
|
Richard A. Friedman
|
Managing Director of Goldman Sachs & Co. LLC
|
Nicole Agnew
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael Bruun
|
Managing Director of Goldman Sachs International
|
Thomas G. Connolly
|
Managing Director of Goldman Sachs & Co. LLC
|
Christopher A. Crampton
|
Managing Director of Goldman Sachs & Co. LLC
|
Joe DiSabato
|
Managing Director of Goldman Sachs & Co. LLC
|
Elizabeth C. Fascitelli
|
Managing Director of Goldman Sachs & Co. LLC
|
Charles H. Gailliot
|
Managing Director of Goldman Sachs & Co. LLC
|
Wendy Gorman
|
Managing Director of Goldman Sachs & Co. LLC
|
Bradley J. Gross
|
Managing Director of Goldman Sachs & Co. LLC
|
Matthias Hieber
|
Managing Director of Goldman Sachs International
|
Martin A Hintze
|
Managing Director of Goldman Sachs International
|
Stephanie Hui
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Adrian M. Jones
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael E. Koester
|
Managing Director of Goldman Sachs & Co. LLC
|
Scott Lebovitz
|
Managing Director of Goldman Sachs & Co. LLC
|
Yael Levy
|
Managing Director of Goldman Sachs & Co. LLC
|
Jo Natauri
|
Managing Director of Goldman Sachs & Co. LLC
|
Sumit Rajpal
|
Managing Director of Goldman Sachs & Co. LLC
|
James Reynolds
|
Managing Director of Goldman Sachs International
|
Michael Simpson
|
Managing Director of Goldman Sachs & Co. LLC
|
David Thomas
|
Managing Director of Goldman Sachs & Co. LLC
|
Oliver Thym
|
Managing Director of Goldman Sachs & Co. LLC
|
Mitchell S. Weiss
|
Managing Director of Goldman Sachs & Co. LLC
|
Andrew E. Wolff
|
Managing Director of Goldman Sachs International
|
Raymond Filocoma
|
Managing Director of Goldman Sachs & Co. LLC
|
Anthony Arnold
|
Managing Director of Goldman Sachs & Co. LLC
|
Michele Titi-Cappelli
|
Managing Director of Goldman Sachs International
|
Laurie Schmidt
|
Managing Director of Goldman Sachs & Co. LLC
|
Xiang Fan
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Name
|
Position
|
Present Principal
Occupation
|
Richard A. Friedman
|
President
|
Managing Director of Goldman Sachs & Co. LLC
|
Philippe Camu
|
Vice President
|
Managing Director of Goldman Sachs International
|
Thomas G. Connolly
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Joseph P. DiSabato
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Elizabeth C. Fascitelli
|
Vice President and Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
James R. Garman
|
Vice President
|
Managing Director of Goldman Sachs International
|
Bradley J. Gross
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Matthias Hieber
|
Vice President
|
Managing Director of Goldman Sachs International
|
Martin A. Hintze
|
Vice President
|
Managing Director of Goldman Sachs International
|
Stephanie Hui
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Adrian M. Jones
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Alan Kava
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael E. Koester
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Scott Lebovitz
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Heather L. Mulahasani
|
Vice President
|
Managing Director of Goldman Sachs International
|
Sumit Rajpal
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
James H. Reynolds
|
Vice President
|
Managing Director of Goldman Sachs International
|
Richard Spencer
|
Vice President
|
Managing Director of Goldman Sachs International
|
Oliver Thym
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Peter A. Weidman
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Andrew E. Wolff
|
Vice President
|
Managing Director of Goldman Sachs International
|
Nicole Agnew
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Kirsten Anthony
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Anthony Arnold
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Lavanya Ashok
|
Vice President
|
Managing Director of Goldman Sachs (India) Securities Private Limited
|
Amitayush Bahri
|
Vice President
|
Managing Director of Goldman Sachs International
|
Allison Beller
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Matteo Botto Poala
|
Vice President
|
Managing Director of Goldman Sachs International
|
Michael Bruun
|
Vice President
|
Managing Director of Goldman Sachs International
|
Cristiano Camargo
|
Vice President
|
Managing Director of Goldman Sachs do Brasil Banco Múltiplo S.A.
|
David Campbell
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Tim Campbell
|
Vice President
|
Managing Director of Goldman Sachs International
|
David Castelblanco
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Christopher A. Crampton
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Alexander Cheek
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Mike Ebeling
|
Vice President
|
Managing Director of Goldman Sachs International
|
Xiang Fan
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Jeffrey M. Fine
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Charles H. Gailliot
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Ana Estrada Lopez
|
Vice President
|
Managing Director of Goldman Sachs International
|
Thomas Ferguson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
James Huckaby
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Michael Hui
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Jonathan Hunt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Kyle Kendall
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Jay Hyun Lee
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Lee Levy
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Yuji Matsumoto
|
Vice President
|
Managing Director of Goldman Sachs Japan Co., Ltd
|
Alexandre Mignotte
|
Vice President
|
Managing Director of Goldman Sachs International
|
Christopher Monroe
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Harsh Nanda
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Barry Olson
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Edward Pallesen
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Emilie Railhac
|
Vice President
|
Managing Director of Goldman Sachs International
|
Amit Raje
|
Vice President
|
Managing Director of Goldman Sachs (India) Securities Private Limited
|
Andrew Rhee
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Leonard Seevers
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Gabriella Skirnick
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Michele Titi-Cappelli
|
Vice President
|
Managing Director of Goldman Sachs International
|
Peter Vermette
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Mark Wetzel
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Joanne Xu
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Bin Zhu
|
Vice President
|
Managing Director of Goldman Sachs (Asia) L.L.C.
|
Penny McSpadden
|
Vice President
|
Managing Director of Goldman Sachs International
|
Maximilliano Ramierez-Espain
|
Vice President
|
Managing Director of Goldman Sachs International
|
Michael Watts
|
Managing Director of Goldman Sachs & Co. LLC
|
|
Laurie E. Schmidt
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Susan Hodgkinson
|
Vice President and Secretary
|
Managing Director of Goldman Sachs & Co. LLC
|
William Y Eng
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
Scott Kilpatrick
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
Julianne Ramming
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
Clayton Wilmer
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
Wei Yan
|
Vice President
|
Vice President of Goldman Sachs & Co. LLC
|
David Thomas
|
Vice President, Assistant Secretary & General Counsel
|
Managing Director of Goldman Sachs & Co. LLC
|
Mitchell S. Weiss
|
Vice President & Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
Jason Levesque
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
Mark G. Riemann
|
Vice President & Assistant Treasurer
|
Vice President of Goldman Sachs & Co. LLC
|
Michael J. Perloff
|
Vice President
|
Managing Director of Goldman Sachs & Co. LLC
|
Getty Chin
|
Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
Kirsten Frivold
|
Assistant Treasurer
|
Managing Director of Goldman Sachs & Co. LLC
|
THE GOLDMAN SACHS GROUP, INC.
|
||||
|
||||
|
||||
By:
|
/s/ Karen P. Seymour |
|
||
Name:
|
Karen P. Seymour
|
|
||
Title:
|
Executive Vice President and General Counsel and Secretary
|
|
||
|
|
|
THE GOLDMAN SACHS & CO. LLC
|
||||
|
||||
|
||||
By:
|
/s/ Karen P. Seymour |
|
||
Name:
|
Karen P. Seymour
|
|
||
Title:
|
Managing Director
|
|
||
|
|
|
KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Jamison Yardley 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) February 28, 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 February 4, 2019
BROAD STREET PRINCIPAL
INVESTMENT, L.L.C., its Manager
|
||||
|
||||
By: |
Goldman Sachs & Co. LLC
|
|||
By:
|
/s/ William Y. Eng |
|
||
Name:
|
William Y. Eng
|
|
||
Title:
|
Attorney-in-Fact
|
|
||
|
|
|
STONEBRIDGE 2017, 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
|
STONEBRIDGE 2017 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
|
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
|
||
By:
|
/s/ William Y. Eng | |
Name:
|
William Y. Eng
|
|
Title:
|
Vice President
|