Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SPROUT SOCIAL, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
85209W109
--------------------------------------------
(CUSIP Number)
December 31, 2019
-------------------------------------------------------------------------------
(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).
Page 1 of 25
-----------------------
CUSIP No. 85209W109 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) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
10,378,809
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,378,809
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,378,809
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
27.3 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 2 of 25
-----------------------
CUSIP No. 85209W109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
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
10,378,809
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
10,378,809
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,378,809
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
27.3 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 3 of 25
-----------------------
CUSIP No. 85209W109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2016, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
158,481
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
158,481
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
158,481
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 4 of 25
-----------------------
CUSIP No. 85209W109 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) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
158,481
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
158,481
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
158,481
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 5 of 25
-----------------------
CUSIP No. 85209W109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
2016 OFFSHORE AGGREGATOR, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
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
379,303
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
379,303
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
379,303
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.0 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 6 of 25
-----------------------
CUSIP No. 85209W109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2016, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
641,465
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
641,465
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Report
ing Person
641,465
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.7 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 7 of 25
-----------------------
CUSIP No. 85209W109 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) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
641,465
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
641,465
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
641,465
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.7 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 8 of 25
-----------------------
CUSIP No. 85209W109 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
STONE STREET 2016, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
223,292
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
223,292
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
223,292
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 9 of 25
-----------------------
CUSIP No. 85209W109 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) [X]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
8,976,268
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,976,268
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,976,268
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
23.6 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*The percentage is calculated based upon 38,080,466 shares of Class A Common
Stock outstanding as of December 12, 2019, as reported in the Issuer's 424B4
Prospectus filed with the Securities and Exchange Commission
on December 13, 2019.
Page 10 of 25
Item 1(a). Name of Issuer:
SPROUT SOCIAL, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
131 S Dearborn St, Suite 700
Chicago, IL 60603
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
MBD 2016, L.P.
MBD ADVISORS, L.L.C.
2016 OFFSHORE AGGREGATOR, L.P.
BRIDGE STREET 2016, L.P.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
STONE STREET 2016, L.P.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
MBD 2016, L.P. - Delaware
MBD ADVISORS, L.L.C. - Delaware
2016 OFFSHORE AGGREGATOR, L.P. - Cayman Islands
BRIDGE STREET 2016, L.P. - Delaware
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delware
STONE STREET 2016, L.P. - Delaware
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share
Item 2(e). CUSIP Number:
85209W109
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, in accordance 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 14, 2020,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
MBD 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
2016 OFFSHORE AGGREGATOR, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONE STREET 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
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. LLC
99.5 Power of Attorney, relating to
MBD 2016, L.P.
99.6 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
2016 OFFSHORE AGGREGATOR, L.P.
99.8 Power of Attorney, relating to
BRIDGE STREET 2016, L.P.
99.9 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
STONE STREET 2016, L.P.
99.11 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, 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 Stock, par value $0.0001 per share, of SPROUT SOCIAL, 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 14, 2020,
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
MBD 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
2016 OFFSHORE AGGREGATOR, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
STONE STREET 2016, L.P.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Terry Mosher
----------------------------------------
Name: Terry Mosher
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., Bridge
Street 2016, L.P., Bridge Street Opportunity Advisors, L.L.C., Stone Street
2016, L.P., MBD 2016, L.P., MBD Advisors, L.L.C. and 2016 Offshore
Aggregator, L.P. (collectively, the "GS Investing Entities"), or are owned, or
may be deemed to be beneficially owned by GOLDMAN SACHS & CO. LLC
("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 GS Investing Entities and/or affiliates of GS Group
and Goldman Sachs are the general partner, managing limited partner or managing
partner of the GS Investing Entities. Goldman Sachs serves as the investment
manager of certain of the GS Investing Entities and is a subsidiary of GS Group.
Page 16 of 25
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.(the "Company")
does hereby make,constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
(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
March 1, 2021 unless earlier revoked by written instrument, or in the event
am 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 March 1, 2021, 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 Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 19, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019.
GOLDMAN SACHS & CO.LLC
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
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. LLC (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
acting individually, its true and lawful attorney, (each, an "Attorney-in-fact")
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
March 1, 2021 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 March 1, 2021, 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 Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on May 15, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019
GOLDMAN SACHS & CO. LLC
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
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 MBD 2016, L.P. (the "Company") does hereby
make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba,
Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (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 maybe deemed to be
beneficially owned by the Company under the Act, giving and granting unto eac
said attorney-in-fact power and authority to actin 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 January 9, 2020.
MBD 2016, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 19 of 25
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie
Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (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
August 1, 2019.
MBD ADVISORS, L.L.C.
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 2016 OFFSHORE AGGREGATOR, L.P. (the
"Company") does hereby make, constitute and appoint each of Stephanie Snyder,
Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva
Iyer (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 maybe deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to actin 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 h
ereby 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 January 9, 2020.
2016 OFFSHORE AGGREGATOR, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its General Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 21 of 25
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2016, L.P. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie
Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (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 maybe deemed to be beneficially owned by the Company under the
Act, giving and granting unto each said attorney-in-fact power and authority to
actin 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 January 9, 2020.
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: Authorized Signatory, Vice President
Page 22 of 25
EXHIBIT (99.9)
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 Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (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
August 1, 2019.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
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 STONE STREET 2016, L.P. (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie
Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (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
maybe deemed to be beneficially owned by the Company under the Act, giving and
granting unto each said attorney-in-fact power and authority to actin 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 January 9, 2020.
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: Authorized Signatory, Vice President
Page 24 of 25
EXHIBIT (99.11)
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 Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (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
August 1, 2019.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 25 of 25