0000899243-18-015582.txt : 20180607 0000899243-18-015582.hdr.sgml : 20180607 20180607181535 ACCESSION NUMBER: 0000899243-18-015582 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180607 FILED AS OF DATE: 20180607 DATE AS OF CHANGE: 20180607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS DC Sponsor I LLC CENTRAL INDEX KEY: 0001742505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 18887647 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Sponsor LLC CENTRAL INDEX KEY: 0001743087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 18887648 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSAM Holdings LLC CENTRAL INDEX KEY: 0001736027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 18887649 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cote SPAC 1 LLC CENTRAL INDEX KEY: 0001742774 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 18887650 BUSINESS ADDRESS: STREET 1: 717 NORTHSHORE DRIVE CITY: ANNA MARIA STATE: FL ZIP: 34216 BUSINESS PHONE: (212) 455-2477 MAIL ADDRESS: STREET 1: C/O SIMPSON THACHER & BARTLETT LLP STREET 2: 425 LEXINGTON AVE. ATTN: GREG GROGAN CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COTE DAVID M CENTRAL INDEX KEY: 0001136538 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38518 FILM NUMBER: 18887651 MAIL ADDRESS: STREET 1: 115 TABOR ROAD CITY: MORRIS PLAINS STATE: NJ ZIP: 07950 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GS Acquisition Holdings Corp CENTRAL INDEX KEY: 0001674101 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 812376902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-06-07 0 0001674101 GS Acquisition Holdings Corp GSAH 0001742505 GS DC Sponsor I LLC C/O GS ACQUISITION HOLDINGS CORP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001743087 GS Sponsor LLC C/O GS ACQUISITION HOLDINGS CORP, 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001736027 GSAM Holdings LLC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001742774 Cote SPAC 1 LLC C/O GS ACQUISITION HOLDINGS CORP, 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001136538 COTE DAVID M C/O GS ACQUISITION HOLDINGS CORP, 200 WEST STREET NEW YORK NY 10282 1 1 1 0 CEO, President and Secretary Class B common stock Class A common stock 14895000 D GS DC Sponsor I LLC (the "Sponsor") directly owns 14,895,000 shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp (the "Issuer"), including 2,250,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional units. Shares of Class B Common Stock will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date, as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-225035). The Sponsor is controlled by Cote SPAC 1 LLC ("Cote LLC") and GS Sponsor LLC. Cote LLC is controlled by Mr. David M. Cote. GS Sponsor LLC is a wholly owned subsidiary of GSAM Holdings LLC, which is a wholly owned subsidiary of The Goldman Sachs Group, Inc. Each of the Reporting Persons may be deemed a beneficial owner of shares held by the Sponsor but each (other than the Sponsor) disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than the Sponsor) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of any or all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit 24.1 -- Powers of Attorney GS DC SPONSOR I LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS DC SPONSOR I LLC, By: /s/ Judith Shandling, Compliance Officer 2018-06-07 GS SPONSOR LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS SPONSOR LLC, By: /s/ Judith Shandling, Compliance Officer 2018-06-07 GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 2018-06-07 COTE SPAC 1 LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for COTE SPAC 1 LLC, By: /s/ Judith Shandling, Compliance Officer 2018-06-07 DAVID M. COTE, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for DAVID M. COTE, By: /s/ Judith Shandling, Compliance Officer 2018-06-07 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of David M. Cote, Raanan A. Agus or Goldman Sachs Asset Management, L.P.,
or any of them, each acting alone, his or her true and lawful attorney-in-fact
to:

               (1)   execute for and on behalf of the undersigned a Form 3, Form
                     4 or Form 5, or any amendment thereto, relating to the
                     securities of GS Acquisition Holdings Corp, in accordance
                     with Section 16(a) of the Securities Exchange Act of 1934
                     and the rules thereunder;

               (2)   do and perform any and all acts for and on behalf of the
                     undersigned which may be necessary or desirable to complete
                     and execute such Form 3, Form 4 or Form 5, or any amendment
                     thereto, and the timely filing of such form with the United
                     States Securities and Exchange Commission and any other
                     authority; and

               (3)   take any other action of any type whatsoever in connection
                     with the foregoing which, in the opinion of such attorney-
                     in-fact, may be of benefit to, in the best interest of, or
                     legally required by, the undersigned, it being understood
                     that the documents executed by such attorney-in-fact on
                     behalf of the undersigned pursuant to this Power of
                     Attorney shall be in such form and shall contain such terms
                     and conditions as such attorney-in-fact may approve in such
                     attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted.  The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.  This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by GS Acquisition Holdings Corp unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June, 2018.

                                        GS DC SPONSOR I LLC

                                        By: GS Sponsor LLC


                                            By: /s/ Raanan A. Agus
                                                ----------------------
                                                Name:   Raanan A. Agus
                                                Title:   President


                                        By: Cote SPAC 1 LLC


                                            By: /s/ David M. Cote
                                                ----------------------
                                                Name:   David M. Cote
                                                Title:  Member
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                               POWER OF ATTORNEY\
                         For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of David M. Cote, Raanan A. Agus or Goldman Sachs Asset Management, L.P.,
or any of them, each acting alone, his or her true and lawful attorney-in-fact
to:

        (1)    execute for and on behalf of the undersigned a Form 3, Form 4 or
               Form 5, or any amendment thereto, relating to the securities of
               GS Acquisition Holdings Corp, in accordance with Section 16(a) of
               the Securities Exchange Act of 1934 and the rules thereunder;

        (2)    do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute such Form 3, Form 4 or Form 5, or any amendment thereto,
               and the timely filing of such form with the United States
               Securities and Exchange Commission and any other authority; and

        (3)    take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact, may
               be of benefit to, in the best interest of, or legally required
               by, the undersigned, it being understood that the documents
               executed by such attorney-in-fact on behalf of the undersigned
               pursuant to this Power of Attorney shall be in such form and
               shall contain such terms and conditions as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys- in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by GS Acquisition Holdings Corp unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June, 2018.

                                        GS SPONSOR LLC

                                        By: /s/ Raanan A. Agus
                                            -----------------------------------
                                        Name: Raanan A. Agus
                                        Title:President
EX-24.3 4 attachment3.htm EX-24.3 DOCUMENT 
                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of David M. Cote, Raanan A. Agus or Goldman Sachs Asset Management, L.P.,
or any of them, each acting alone, his or her true and lawful attorney-in-fact
to:

        (1)    execute for and on behalf of the undersigned a Form 3, Form 4 or
               Form 5, or any amendment thereto, relating to the securities of
               GS Acquisition Holdings Corp, in accordance with Section 16(a) of
               the Securities Exchange Act of 1934 and the rules thereunder;

        (2)    do and perform any and all acts for and on behalf of the
               undersigned which may be necessary or desirable to complete and
               execute such Form 3, Form 4 or Form 5, or any amendment thereto,
               and the timely filing of such form with the United States
               Securities and Exchange Commission and any other authority; and

        (3)    take any other action of any type whatsoever in connection with
               the foregoing which, in the opinion of such attorney-in-fact, may
               be of benefit to, in the best interest of, or legally required
               by, the undersigned, it being understood that the documents
               executed by such attorney-in-fact on behalf of the undersigned
               pursuant to this Power of Attorney shall be in such form and
               shall contain such terms and conditions as such attorney-in-fact
               may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys- in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by GS Acquisition Holdings Corp unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June, 2018.

                                        COTE SPAC 1 LLC

                                        By:  /s/ David M. Cote
                                             ----------------------------------
                                        Name: David M. Cote
                                        Title: Member
EX-24.4 5 attachment4.htm EX-24.4 DOCUMENT 
                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
each of Raanan A. Agus and Goldman Sachs Asset Management, L.P., or any of them,
each acting alone, his or her true and lawful attorney-in-fact to:

               (1)   execute for and on behalf of the undersigned a Form 3,
                     Form 4 or Form 5, or any amendment thereto, relating to the
                     securities of GS Acquisition Holdings Corp, in accordance
                     with Section 16(a) of the Securities Exchange Act of 1934
                     and the rules thereunder;

               (2)   do and perform any and all acts for and on behalf of the
                     undersigned which may be necessary or desirable to complete
                     and execute such Form 3, Form 4 or Form 5, or any amendment
                     thereto, and the timely filing of such form with the United
                     States Securities and Exchange Commission and any other
                     authority; and

               (3)   take any other action of any type whatsoever in connection
                     with the foregoing which, in the opinion of such attorney-
                     in-fact, may be of benefit to, in the best interest of, or
                     legally required by, the undersigned, it being understood
                     that the documents executed by such attorney-in-fact on
                     behalf of the undersigned pursuant to this Power of
                     Attorney shall be in such form and shall contain such terms
                     and conditions as such attorney-in-fact may approve in such
                     attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such undersigned might
or could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys- in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4 and 5 with
respect to the undersigned's holdings of and transactions in securities issued
by GS Acquisition Holdings Corp unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of June, 2018.

                                        /s/ David M. Cote
                                        ------------------------------
                                        David M. Cote