0000769993-12-000237.txt : 20120214 0000769993-12-000237.hdr.sgml : 20120214 20120214121138 ACCESSION NUMBER: 0000769993-12-000237 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: GOLDMAN, SACHS & CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cobalt International Energy, Inc. CENTRAL INDEX KEY: 0001471261 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270821169 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85265 FILM NUMBER: 12605370 BUSINESS ADDRESS: STREET 1: TWO POST OAK CENTRAL STREET 2: 1980 POST OAK BOULEVARD, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 579-9101 MAIL ADDRESS: STREET 1: TWO POST OAK CENTRAL STREET 2: 1980 POST OAK BOULEVARD, SUITE 1200 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13G/A 1 cobaltintenergy2gsco.txt COBALT INTERNATIONAL ENERGY, INC. AMENDMENT 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* COBALT INTERNATIONAL ENERGY, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value ------------------------------------------------------------------------------- (Title of Class of Securities) 19075F106 -------------------------------------------- (CUSIP Number) December 31, 2011 ------------------------------------------------------------------------------- (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 65 ----------------------- CUSIP No. 19075F106 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 74,869,072 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 74,869,072 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 74,869,072 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 19.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS & CO. ------------------------------------------------------------------------------ 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 74,869,072 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 74,869,072 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 74,869,072 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 19.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA ------------------------------------------------------------------------------ Page 3 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V COBALT HOLDINGS, 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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 4 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI COBALT HOLDINGS, 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 5 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE COBALT HOLDINGS, 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 6 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE COBALT HOLDINGS, 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 7 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT HOLDINGS, 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 8 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT HOLDINGS, 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 9 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE COBALT HOLDINGS, 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 10 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT HOLDINGS, 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 11 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT HOLDINGS, 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 12 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V GMBH COBALT HOLDINGS ------------------------------------------------------------------------------ 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 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 13 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI GMBH COBALT HOLDINGS ------------------------------------------------------------------------------ 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 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 14 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V FUND, 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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 15 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI FUND, 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 16 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V OFFSHORE FUND, 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 17 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI OFFSHORE FUND, 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 18 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V INSTITUTIONAL, 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 8,380,981 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,380,981 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,380,981 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 19 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI PARALLEL, 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 3,652,180 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,652,180 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,652,180 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.9 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 20 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS V GMBH & CO. KG ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 968,983 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 968,983 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 968,983 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 21 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS CAPITAL PARTNERS VI GMBH & CO. KG ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 472,024 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 472,024 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 472,024 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 22 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V 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 24,440,498 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 24,440,498 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 24,440,498 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 6.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 23 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI 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 13,281,477 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 13,281,477 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 13,281,477 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 24 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP V OFFSHORE 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 12,624,940 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,624,940 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,624,940 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 3.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 25 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 26 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS ADVISORS V, 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 8,380,981 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 8,380,981 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 8,380,981 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 27 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS ADVISORS VI, 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 3,652,180 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 3,652,180 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,652,180 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.9 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 28 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN, SACHS MANAGEMENT GP GMBH ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [x] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Germany ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 1,441,007 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,441,007 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,441,007 ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ Page 29 of 65 ----------------------- CUSIP No. 19075F106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GSCP VI OFFSHORE COBALT HOLDINGS, 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 11,047,065 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 11,047,065 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 11,047,065 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 30 of 65 Item 1(a). Name of Issuer: COBALT INTERNATIONAL ENERGY, INC. Item 1(b). Address of Issuer's Principal Executive Offices: Two Post Oak Central 1980 Post Oak Boulevard, Suite 1200 Houston, TX 77056 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO. GSCP V COBALT HOLDINGS, L.L.C. GSCP VI COBALT HOLDINGS, L.L.C. GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. GSCP V GMBH COBALT HOLDINGS, L.L.C. GSCP VI GMBH COBALT HOLDINGS, L.L.C. GSCP V OFFSHORE COBALT HOLDINGS, L.P. GSCP V GMBH COBALT HOLDINGS, L.P. GSCP VI GMBH COBALT HOLDINGS, L.P. GSCP V GMBH COBALT HOLDINGS GSCP VI GMBH COBALT HOLDINGS GS CAPITAL PARTNERS V FUND, L.P. GS CAPITAL PARTNERS VI FUND, L.P. GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. GS CAPITAL PARTNERS VI PARALLEL, L.P. GS CAPITAL PARTNERS V GMBH & CO. KG GS CAPITAL PARTNERS VI GMBH & CO. KG GSCP V Advisors, L.L.C. GSCP VI ADVISORS, L.L.C. GSCP V OFFSHORE ADVISORS, L.L.C. GSCP VI OFFSHORE ADVISORS, L.L.C. GS ADVISORS V, L.L.C. GS ADVISORS VI, L.L.C. GOLDMAN, SACHS MANAGEMENT GP GMBH GSCP VI OFFSHORE COBALT HOLDINGS, L.P. Item 2(b). Address of Principal Business Office or, if none, Residence: THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO., GSCP V COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. ,GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.P., GSCP VI OFFSHORE COBALT HOLDINGS, L.P., GSCP V GMBH COBALT HOLDINGS, L.P., GSCP VI GMBH COBALT HOLDINGS, L.P., GSCP V GMBH COBALT HOLDINGS, GSCP VI GMBH COBALT HOLDINGS, GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P., GS Capital Partners VI PARALLEL, L.P, GSCP V ADVISORS, L.L.C., GSCP VI ADVISORS, L.L.C., GSCP V OFFSHORE ADVISORS, L.L.C., GSCP VI OFFSHORE ADVISORS, L.L.C., GS ADVISORS V, L.L.C., GS ADVISORS VI, L.L.C., GS CAPITAL PARTNERS VI GMBH & CO. KG, GOLDMAN, SACHS MANAGEMENT GP GMBH: 200 West Street, New York, NY 10282 GS CAPITAL PARTNERS V GMBH & Co. KG: Messeturm, Friedrich-Ebert-Anlage 49 Frankfurt am Main 60308, Germany Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN, SACHS & CO. - New York GSCP V COBALT HOLDINGS, L.L.C. - Delaware GSCP VI COBALT HOLDINGS, L.L.C. - Delaware GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. - Delaware GSCP V GMBH COBALT HOLDINGS, L.L.C. - Delaware GSCP VI GMBH COBALT HOLDINGS, L.L.C. - Delaware GSCP V OFFSHORE COBALT HOLDINGS, L.P. - Delaware GSCP V GMBH COBALT HOLDINGS, L.P. - Delaware GSCP VI GMBH COBALT HOLDINGS, L.P. - Delaware GSCP V GMBH COBALT HOLDINGS - Delaware GSCP VI GMBH COBALT HOLDINGS - Delaware GS CAPITAL PARTNERS V FUND, L.P. - Delaware GS CAPITAL PARTNERS VI FUND, L.P. - Delaware GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. - Cayman Islands GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware GS CAPITAL PARTNERS V GMBH & CO. KG - Germany GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany GSCP V Advisors, L.L.C. - Delaware GSCP VI ADVISORS, L.L.C. - Delaware GSCP V OFFSHORE ADVISORS, L.L.C. - Delaware GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware GS ADVISORS V, L.L.C. - Delaware GS ADVISORS VI, L.L.C. - Delaware GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany GSCP VI OFFSHORE COBALT HOLDINGS, L.P. - Delaware Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value Item 2(e). CUSIP Number: 19075F106 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).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Page 31 of 65 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. See Exhibit (99.3) 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 32 of 65 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, 2012 THE GOLDMAN SACHS GROUP, INC. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI PARALLEL, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V GMBH & CO. KG By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI GMBH & CO. KG By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V Advisors, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS ADVISORS V, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS ADVISORS VI, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact Page 33 of 65 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Item 8 Information 99.4 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.5 Power of Attorney, relating to GOLDMAN, SACHS & CO. 99.6 Power of Attorney, relating to GSCP V COBALT HOLDINGS, L.L.C. 99.7 Power of Attorney, relating to GSCP VI COBALT HOLDINGS, L.L.C. 99.8 Power of Attorney, relating to GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. 99.9 Power of Attorney, relating to GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. 99.10 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS, L.L.C. 99.11 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS, L.L.C. 99.12 Power of Attorney, relating to GSCP V OFFSHORE COBALT HOLDINGS, L.P. 99.13 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS, L.P. 99.14 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS, L.P. 99.15 Power of Attorney, relating to GSCP V GMBH COBALT HOLDINGS 99.16 Power of Attorney, relating to GSCP VI GMBH COBALT HOLDINGS 99.17 Power of Attorney, relating to GS CAPITAL PARTNERS V FUND, L.P. 99.18 Power of Attorney, relating to GS CAPITAL PARTNERS VI FUND, L.P. 99.19 Power of Attorney, relating to GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. 99.20 Power of Attorney, relating to GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. 99.21 Power of Attorney, relating to GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. 99.22 Power of Attorney, relating to GS CAPITAL PARTNERS VI PARALLEL, L.P. 99.23 Power of Attorney, relating to GS CAPITAL PARTNERS V GMBH & CO. KG 99.24 Power of Attorney, relating to GS CAPITAL PARTNERS VI GMBH & CO. KG 99.25 Power of Attorney, relating to GSCP V Advisors, L.L.C. 99.26 Power of Attorney, relating to GSCP VI ADVISORS, L.L.C. 99.27 Power of Attorney, relating to GSCP V OFFSHORE ADVISORS, L.L.C. 99.28 Power of Attorney, relating to GSCP VI OFFSHORE ADVISORS, L.L.C. 99.29 Power of Attorney, relating to GS ADVISORS V, L.L.C. 99.30 Power of Attorney, relating to GS ADVISORS VI, L.L.C. 99.31 Power of Attorney, relating to GOLDMAN, SACHS MANAGEMENT GP GMBH 99.32 Power of Attorney, relating to GSCP VI OFFSHORE COBALT HOLDINGS, L.P. Page 34 of 65 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 Common Stock, $0.01 par value, of COBALT INTERNATIONAL ENERGY, 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, 2012 THE GOLDMAN SACHS GROUP, INC. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V GMBH COBALT HOLDINGS By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI GMBH COBALT HOLDINGS By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI PARALLEL, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS V GMBH & CO. KG By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS CAPITAL PARTNERS VI GMBH & CO. KG By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V Advisors, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP V OFFSHORE ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE ADVISORS, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS ADVISORS V, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GS ADVISORS VI, L.L.C. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GOLDMAN, SACHS MANAGEMENT GP GMBH By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact GSCP VI OFFSHORE COBALT HOLDINGS, L.P. By:/s/ Jeremy Kahn ---------------------------------------- Name: Jeremy Kahn Title: Attorney-in-fact Page 35 of 65 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 by GSCP V COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. and GS CAPITAL PARTNERS VI PARALLEL, L.P. (collectively, the "GS Investing Entities"), or are owned, or may be deemed to be beneficially owned, by GOLDMAN, SACHS & CO. ("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 general partner, managing general partner or other manager of each of the GS Investing Entities is an affiliate of GS Group. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Investing Entities. EXHIBIT (99.3) ITEM 8 INFORMATION Each of GSCP V COBALT HOLDINGS, L.L.C., GSCP V OFFSHORE COBALT HOLDINGS, L.L.C., GSCP V GMBH COBALT HOLDINGS, L.L.C., GSCP VI COBALT HOLDINGS, L.L.C., GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C., GSCP VI GMBH COBALT HOLDINGS, L.L.C., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. and GS CAPITAL PARTNERS VI PARALLEL, L.P. (collectively, the "GS Investing Entities") is a party to (a) a Stockholders Agreement, dated as of December 15, 2009, by and among COBALT INTERNATIONAL ENERGY, INC. (the "Company"), the GS Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Riverstone Holdings L.L.C. and The Carlyle Group and funds associated with KERN Partners Ltd. (the "Stockholders Agreement") and (b) a Tag-Along Agreement dated as of December 15, 2009 (the "Tag-Along Agreement"), by and among the GS Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Riverstone Holdings L.L.C. and The Carlyle Group and funds associated with KERN Partners Ltd. and certain other specified holders of the Company's common stock, par value $0.01 per share ("Common Stock"). The Stockholders Agreement provides that the funds affiliated with each of GOLDMAN, SACHS & CO., First Reserve Corporation, and Riverstone Holdings L.L.C./ the Carlyle Group will each have the right to designate up to two of the Company's directors and the funds associated with KERN Partners Ltd. will have the right to designate one of the Company's directors. The Stockholders Agreement requires the parties thereto to vote their shares of the Company's common stock for directors that are designated in accordance with the provisions of the Stockholders Agreement. The Stockholders Agreement also contains certain transfer restrictions with respect the shares of Common Stock owned by the parties thereto. The Tag-Along Agreement contains certain provisions relating to tag-along rights among the parties thereto. The aggregate number of shares of Common Stock beneficially owned collectively by the GS Investing Entities, funds affiliated with First Reserve Corporation, funds affiliated with Riverstone Holdings L.L.C. and The Carlyle Group, funds associated with KERN Partners Ltd., and their respective related entities, based on available information, is 255,990,798, which represents approximately 65.3% of the outstanding Common Stock. The share ownership reported for the GS Investing Entities, GS Group and Goldman Sachs does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement or their related entities, except to the extent disclosed in this Schedule 13G. Each of the GS Investing Entities, GS Group and Goldman Sachs disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement and the Tag-Along Agreement and their related entities, except to the extent disclosed in this Schedule 13G. Page 36 of 65 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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. The Company has the unrestricted right to unilaterally 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 September 7, 2010. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm ____________________________ Name: Gregory K. Palm Title: Executive Vice President and General Counsel Page 37 of 65 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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. The Company has the unrestricted right to unilaterally 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 September 7, 2010. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm ____________________________ Name: Gregory K. Palm Title: Managing Director Page 38 of 65 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V COBALT HOLDINGS, L.L.C. By: GS CAPITAL PARTNERS V FUND, L.P., its sole member By: GSCP V ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Title: Vice President Page 39 of 65 EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI COBALT HOLDINGS, L.L.C. By: GS CAPITAL PARTNERS VI FUND, L.P., its sole member By: GSCP VI ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Title: Vice President Page 40 of 65 EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V OFFSHORE COBALT HOLDINGS, L.L.C. By: GSCP V OFFSHORE COBALT HOLDINGS, L.P., its sole member By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Title: Vice President Page 41 of 65 EXHIBIT (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI OFFSHORE COBALT HOLDINGS, L.L.C. By: GSCP VI OFFSHORE COBALT HOLDINGS, L.P., its sole member By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Page 42 of 65 EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V GMBH COBALT HOLDINGS, L.L.C. By: GSCP V GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP V GMBH COBALT HOLDINGS, its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 43 of 65 EXHIBIT (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI GMBH COBALT HOLDINGS, L.L.C. By: GSCP VI GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP VI GMBH COBALT HOLDINGS, its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 44 of 65 EXHIBIT (99.12) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V OFFSHORE COBALT HOLDINGS, L.P., By: GS CAPITAL PARTNERS V OFFSHORE FUND, L.P., its general partner By: GSCP V OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Title: Vice President Page 45 of 65 EXHIBIT (99.13) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V GMBH COBALT HOLDINGS, L.P. By: GSCP V GMBH COBALT HOLDINGS, its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 46 of 65 EXHIBIT (99.14) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI GMBH COBALT HOLDINGS, L.P., its sole member By: GSCP VI GMBH COBALT HOLDINGS, its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 47 of 65 EXHIBIT (99.15) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V GMBH COBALT HOLDINGS (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V GMBH COBALT HOLDINGS By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 48 of 65 EXHIBIT (99.16) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI GMBH COBALT HOLDINGS (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI GMBH COBALT HOLDINGS By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 49 of 65 EXHIBIT (99.17) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 12, 2010. GS CAPITAL PARTNERS V FUND, L.P. By: GSCP V ADVISORS, L.L.C. its General Partner By: /s/ Eric Goldstein ____________________________ Name: Eric Goldstein Title: Vice President and Secretary Page 50 of 65 EXHIBIT (99.18) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS VI FUND, L.P. By: GSCP VI ADVISORS, L.L.C., its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 51 of 65 EXHIBIT (99.19) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS V OFFSHORE FUND, L.P. By: GSCP V OFFSHORE ADVISORS, L.L.C. its General Partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President and Secretary Page 52 of 65 EXHIBIT (99.20) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 53 of 65 EXHIBIT (99.21) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. By: GS ADVISORS V, L.L.C. its General Partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President and Secretary Page 54 of 65 EXHIBIT (99.22) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS VI PARALLEL, L.P. By: GS ADVISORS VI, L.L.C., its General Partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President and Secretary Page 55 of 65 EXHIBIT (99.23) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS V GMBH & CO. KG By: GS ADVISORS V, L.L.C., its General Partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President and Secretary Page 56 of 65 EXHIBIT (99.24) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS CAPITAL PARTNERS VI GMBH & CO. KG By: GS ADVISORS VI, L.L.C., and its General Partner By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President and Secretary Page 57 of 65 EXHIBIT (99.25) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V Advisors, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 58 of 65 EXHIBIT (99.26) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI ADVISORS, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 59 of 65 EXHIBIT (99.27) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP V OFFSHORE ADVISORS, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 60 of 65 EXHIBIT (99.28) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI OFFSHORE ADVISORS, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 61 of 65 EXHIBIT (99.29) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS ADVISORS V, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 62 of 65 EXHIBIT (99.30) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GS ADVISORS VI, L.L.C. By: /s/ Christine Vollertsen ____________________________ Name: Christine Vollertsen Title: Vice President Page 63 of 65 EXHIBIT (99.31) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GOLDMAN, SACHS MANAGEMENT GP GMBH By: /s/ John E. Bowman ____________________________ Name: John E. Bowman Title: Managing Director Page 64 of 65 EXHIBIT (99.32) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE COBALT HOLDINGS, L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L. Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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 September 24, 2010. GSCP VI OFFSHORE COBALT HOLDINGS, L.P., By: GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., its general partner By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner By: /s/ Laurie E. Schmidt ____________________________ Name: Laurie E. Schmidt Title: Vice President Page 65 of 65