UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	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).

 

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 22,532,283
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 22,532,283
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 22,532,283
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 42.8%
	12	Type of Reporting Person PN

 

2

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V-A, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 6,196,428
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 6,196,428
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,196,428
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 11.8%
	12	Type of Reporting Person PN

 

3

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Capital Partners V-B, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 815,876
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 815,876
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 815,876
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 1.5%
	12	Type of Reporting Person PN

 

4

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Executives V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 374,210
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 374,210
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 374,210
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0.7%
	12	Type of Reporting Person PN

 

5

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Co-Invest V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 410,314
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 410,314
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 410,314
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0.8%
	12	Type of Reporting Person PN

 

6

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Investors V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 15,356
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 15,356
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 15,356
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 Less than 0.1%
	12	Type of Reporting Person PN

 

7

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar/PGA Investors, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 0
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 0%
	12	Type of Reporting Person OO (limited liability company)

 

8

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Associates V, L.P.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 29,918,797
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 29,918,797
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 29,918,797
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 56.8%
	12	Type of Reporting Person PN

 

9

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Vestar Managers V Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 30,344,467
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 30,344,467
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 30,344,467
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 57.6%
	12	Type of Reporting Person OO (Cayman Islands limited company)

 

10

 

CUSIP No. 74113L102						Schedule 13G
	1	Names of Reporting Persons Daniel S. O’Connell
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		o
	3	SEC Use Only
	4	Citizen or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power 0
			6		Shared Voting Power 30,344,467
			7		Sole Dispositive Power 0
			8		Shared Dispositive Power 30,344,467
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 30,344,467
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
	11	Percent of Class Represented by Amount in Row 9 57.6%
	12	Type of Reporting Person IN

 

11

 

CUSIP No. 74113L102

Schedule 13G

 

Item 1.
	(a)	Name of Issuer: Press Ganey Holdings, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices: 401 Edgewater Place, Suite 500 Wakefield, Massachusetts 01880
Item 2.
	(a)	Name of Person Filing: Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:   i.      Vestar Capital Partners V, L.P. (“Vestar V”) ii.     Vestar Capital Partners V-A, L.P. (“Vestar V-A”) iii.    Vestar Capital Partners V-B, L.P. (“Vestar V-B”) iv.    Vestar Executives V, L.P. (“Executives V”) v.     Vestar Co-Invest V, L.P. (“Co-Invest V”) vi.    Vestar Investors V, L.P. (“Investors V” and collectively with Vestar V, Vestar V- A, Vestar V-B, Executives V and Co-Invest V, the “Vestar Investors”) vii.   Vestar/PGA Investors, LLC viii.  Vestar Associates V, L.P. (“Vestar Associates V”) ix.    Vestar Managers V Ltd. (“VMV”) x.     Daniel S. O’Connell
	(b)	Address or Principal Business Office: The business address of each of the Reporting Persons is c/o Vestar Capital Partners, 245 Park Avenue, 41st Floor, New York, NY 10167.
	(c)	Citizenship of each Reporting Person is: Each of the Vestar Investors and VMV is organized under the laws of the Cayman Islands. Vestar Associates V is organized under the laws of the United Kingdom. Vestar/PGA Investors, LLC is a Delaware limited liability company. Mr. O’Connell is a United States citizen.
	(d)	Title of Class of Securities: Common stock, $0.01 par value per share (“Common Stock”)
	(e)	CUSIP Number: 74113L102
Item 3.
	Not applicable.

 

12

 

CUSIP No. 74113L102

Schedule 13G

 

Item 4.	Ownership
Ownership (a-c)   The information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 52,698,465 shares of Common Stock outstanding as of November 3, 2015.

 

Reporting Person		Amount beneficially owned		Percent of class:		Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Vestar Capital Partners V, L.P.		22,532,283		42.8	%	0		22,532,283		0		22,532,283
Vestar Capital Partners V-A, L.P.		6,196,428		11.8	%	0		6,196,428		0		6,196,428
Vestar Capital Partners V-B, L.P.		815,876		1.5	%	0		815,876		0		815,876
Vestar Executives V, L.P.		374,210		0.7	%	0		374,210		0		374,210
Vestar Co-Invest V, L.P.		410,314		0.8	%	0		410,314		0		410,314
Vestar Investors V, L.P.		15,356		*		0		15,356		0		15,356
Vestar/PGA Investors, LLC		0		0	%	0		0		0		0
Vestar Associates V, L.P.		29,918,797		56.8	%	0		29,918,797		0		29,918,797
Vestar Managers V Ltd.		30,344,467		57.6	%	0		30,344,467		0		30,344,467
Daniel S. O’Connell		30,344,467		57.6	%	0		30,344,467		0		30,344,467

 

* Less than 0.1%

 

The shares of Common Stock reported herein are held directly by the Vestar Investors. Vestar Associates V is the general partner of Vestar V, Vestar V-A, Vestar V-B and Executives V and has voting and investment power over the securities held or controlled by each of them. VMV is the general partner of Co-Invest V and Investors V and has voting and investment power over the securities held or controlled by each of them. VMV is also the general partner of Vestar Associates V. Daniel S. O’Connell is the sole director of VMV and as a result he may be deemed to share beneficial ownership of the securities held directly by the Vestar Investors. Each of Vestar V, Vestar Associates V, VMV and Mr. O’Connell disclaims beneficial ownership of any securities held directly by the Vestar Investors.

 

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
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.
Item 8.	Identification and Classification of Members of the Group
	Not applicable.
Item 9.	Notice of Dissolution of Group
	Not applicable.

 

13

 

CUSIP No. 74113L102

Schedule 13G

 

Item 10.	Certification
	Not applicable.

 

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 12, 2016

 

	VESTAR CAPITAL PARTNERS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-A, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-B, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR EXECUTIVES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

14

 

CUSIP No. 74113L102

Schedule 13G

 

	VESTAR CO-INVEST V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR INVESTORS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR/PGA INVESTORS LLC
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR ASSOCIATES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR MANAGERS V, LTD.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

15

 

CUSIP No. 74113L102

Schedule 13G

 

	DANIEL S. O’CONNELL
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

16

 

CUSIP No. 74113L102

Schedule 13G

 

LIST OF EXHIBITS

 

Exhibit No.		Description
24		Power of Attorney.
99		Joint Filing Agreement.

 

17

Exhibit 24

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR CAPITAL PARTNERS V, L.P.
	By:	VESTAR ASSOCIATES V, L.P., its General Partner
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR CAPITAL PARTNERS V-A, L.P.
	By:	VESTAR ASSOCIATES V, L.P., its General Partner
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR CAPITAL PARTNERS V-B, L.P.
	By:	VESTAR ASSOCIATES V, L.P., its General Partner
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR EXECUTIVES V, L.P.
	By:	VESTAR ASSOCIATES V, L.P., its General Partner
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR CO-INVEST V, L.P.
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed on this 19th day of May, 2015.

 

	Very truly yours,
	VESTAR INVESTORS V, L.P.
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR/PGA INVESTORS, LLC
	By:	VESTAR CAPITAL PARTNERS V, L.P., its Managing Member
	By:	VESTAR ASSOCIATES V, L.P., its General Partner
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR ASSOCIATES V, L.P.
	By:	VESTAR MANAGERS V LTD., its General Partner
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Daniel S. O’Connell, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	VESTAR MANAGERS V LTD.
	By:	/s/ Steven Della Rocca
		Name: Steven Della Rocca
		Title: Managing Director and General Counsel

 

 

POWER OF ATTORNEY

 

May 14, 2015

 

KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Steven Della Rocca, Robert L. Rosner, Norman W. Alpert and Brian P. Schwartz, signing singly, the undersigned’s true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director and/or owner of greater than 10% of the outstanding Common Stock of Press Ganey Holdings, Inc. (the “Company”), Forms 3, 4 and 5 (including any amendments, supplements or exhibits thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, as well as a Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Exchange Act and the rules thereunder and any amendments thereto; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and Schedule 13D or 13G (including any amendments, supplements or exhibits thereto) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority, including the New York Stock Exchange; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 16 and Section 13(d) of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.

 

[Remainder of page intentionally left blank.]

 

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of date first written above.

 

	Very truly yours,
	By:	/s/ Daniel S. O’Connell
		Daniel S. O’Connell

 

Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Press Ganey Holdings, Inc.  This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 12th day of February, 2016.

 

 

	VESTAR CAPITAL PARTNERS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-A, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR CAPITAL PARTNERS V-B, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR EXECUTIVES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

 

	VESTAR CO-INVEST V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR INVESTORS V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR/PGA INVESTORS LLC
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR ASSOCIATES V, L.P.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact
	VESTAR MANAGERS V, LTD.
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact

 

 

	DANIEL S. O’CONNELL
	By:	/s/ Steven Della Rocca
	Name:	Steven Della Rocca
	Title:	Attorney-in-fact