-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LjoBJL+mDM6dKtPdQKJnwGTbZxKpBYV/WpNUJc9tlrL4Bic/QCl35SxtbhPY9rX1 cSV8i3a9xyid2DB/sgd3dA== 0000891836-06-000120.txt : 20060330 0000891836-06-000120.hdr.sgml : 20060330 20060330143131 ACCESSION NUMBER: 0000891836-06-000120 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: WH ADVISERS, L.L.C. 2005 GROUP MEMBERS: WH INTERNATIONAL ADVISORS, L.L.C. 2005 GROUP MEMBERS: WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. GROUP MEMBERS: WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. GROUP MEMBERS: WHITEHALL STREET GLOBAL REAL ESTATE LTD P ARTNERSHIP 2005 GROUP MEMBERS: WHITEHALL STREET INT'L EMPLOYEE FUND 2005 (DELAWARE), L.P. GROUP MEMBERS: WHITEHALL STREET INT'L REAL ESTATE LTD PARTNERSHIP 2005 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KERZNER INTERNATIONAL LTD CENTRAL INDEX KEY: 0000914444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 980136554 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48645 FILM NUMBER: 06722507 BUSINESS ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE BUSINESS PHONE: 242-363-6000 MAIL ADDRESS: STREET 1: ATLANTIS, CORAL TOWERS STREET 2: EXECUTIVE OFFICES CITY: PARADISE ISLAND, BAH STATE: C5 ZIP: NONE FORMER COMPANY: FORMER CONFORMED NAME: SUN INTERNATIONAL HOTELS LTD DATE OF NAME CHANGE: 19931104 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: 1126 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 sc0057.txt SCHEDULE 13D UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Kerzner International Limited --------------------- (Name of Issuer) Ordinary Shares, par value $0.001 per share --------------------------- (Title of Class of Securities) P6065Y107 --------------------- (CUSIP Number) Teresa Tsai The Goldman Sachs Group, Inc. 85 Broad Street New York, New York 10004 Telephone: (212) 902-1000 -------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) March 20, 2006 -------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (Continued on following pages) - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Global Real Estate Limited Partnership 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WH Advisors, L.L.C. 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street International Real Estate Limited Partnership 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: WH International Advisors, L.L.C. 2005 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Global Employee Fund 2005, L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street Employee Funds 2005 GP, L.L.C. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: OO - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Whitehall Street International Employee Fund 2005 (Delaware), L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 0 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 0 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: Goldman, Sachs & Co. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: WC/OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 8,275 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 8,605 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,605 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: PN/BD/IA - ----------------------------- CUSIP NO. P6065Y107 13D - ----------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS: The Goldman Sachs Group, Inc. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER: 0 Shares NUMBER OF ------------------------------------------------ SHARES 8. SHARED VOTING POWER: BENEFICIALLY 8,275 Shares OWNED BY ------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER: PERSON 0 Shares WITH ------------------------------------------------ 10. SHARED DISPOSITIVE POWER: 8,605 Shares - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,605 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: HC/CO ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D (this "Statement") relates to the ordinary shares, par value $.001 per share (the "Ordinary Shares"), of Kerzner International Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas (the "Company"). The address of the principal executive offices of the Company is Coral Towers, Paradise Island, The Bahamas. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by Whitehall Street Global Real Estate Limited Partnership 2005 ("Whitehall 2005"), Whitehall Street International Real Estate Limited Partnership 2005 ("Whitehall International"), Whitehall Street Global Employee Fund 2005, L.P. ("Whitehall Employee"), Whitehall Street International Employee Fund 2005 (Delaware), L.P. ("Whitehall International Employee," together with Whitehall Employee, Whitehall 2005 and Whitehall International, "Whitehall"), WH Advisors, L.L.C. 2005 ("Whitehall 2005 GP"), WH International Advisors, L.L.C. 2005 ("Whitehall International GP"), Whitehall Street Employee Funds 2005 GP, L.L.C. ("Whitehall Employee GP," together with Whitehall 2005 GP and Whitehall International GP, the "Whitehall GPs"), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, Inc. ("GS Group," together with Goldman Sachs, Whitehall and the Whitehall GPs, the "Reporting Persons")(1) with respect to the Ordinary Shares of the Company. The business address of each Reporting Person is 85 Broad Street, New York, New York 10004. Whitehall 2005 is a Delaware limited partnership that was formed for the purpose of investing in debt and equity interests in real estate assets and businesses. Whitehall 2005 GP, a Delaware limited liability company, acts as the sole general partner of Whitehall 2005. Whitehall International is a Delaware limited partnership that was formed for the purpose of investing in debt and equity interests in real estate assets and businesses. Whitehall International GP, a Delaware limited liability company, acts as the sole general partner of Whitehall International. Whitehall Employee is a Delaware limited partnership that was formed for the purpose of investing in debt and equity interests in real estate assets and businesses. Whitehall Employee GP, a Delaware limited liability company, acts as the sole general partner of Whitehall Employee. Whitehall International Employee is a Delaware limited partnership that was formed for the purpose of investing in debt and equity interests in real estate assets and businesses. Whitehall Employee GP, a Delaware limited liability company, acts as the sole general partner of Whitehall International Employee. Goldman Sachs, a New York limited partnership, is an investment banking firm and a member of the New York Stock Exchange, Inc. and other national exchanges. Goldman Sachs is wholly-owned, directly and indirectly, by GS Group. GS Group is a Delaware corporation and holding company that (directly or indirectly through subsidiaries or affiliated companies or both) is a leading investment banking organization. GS Group is the sole owner of each of Whitehall 2005 GP, Whitehall Employee GP and Whitehall International GP. The (i) name, business address, present principal occupation or employment and citizenship of each director of GS Group are set forth in Schedule I hereto and are incorporated herein by reference, (ii) name, - ---------- 1 Neither the present filing nor anything contained herein shall be construed as an admission that Whitehall 2005, Whitehall 2005 GP, Whitehall International, Whitehall International GP, Whitehall Employee, Whitehall Employee GP, Whitehall International Employee, Goldman Sachs or GS Group constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, as amended, nor may be it construed that any combination of Whitehall 2005, Whitehall 2005 GP, Whitehall International, Whitehall International GP, Whitehall Employee, Whitehall Employee GP, Whitehall International Employee, Goldman Sachs or GS Group constitutes a "group" for any purpose. business address, citizenship, position and present principal occupation of each director and executive officer of Whitehall 2005 GP, Whitehall Employee GP and Whitehall International GP are set forth in Schedule II hereto and are incorporated herein by reference and (iii) name, business address, citizenship and present principal occupation or employment of each member of the Whitehall Investment Committee of Goldman Sachs, which exercises the authority of Goldman Sachs in managing each of Whitehall 2005 GP, Whitehall Employee GP and Whitehall International GP, are set forth in Schedule III hereto and are incorporated herein by reference. During the past five years, none of the Reporting Persons, or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I, II or III hereto, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule IV hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. This Item 2 is qualified in its entirety by reference to Schedules I, II, III and IV, which are attached hereto and incorporated into this Item by reference. The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 30, 2006, a copy of which is attached hereto as Exhibit 4. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION After the close of business on March 17, 2006, K-Two Holdco Limited ("Parent"), a newly formed International Business Company organized under the laws of the Bahamas and controlled by Solomon Kerzner, Howard B. Kerzner, Whitehall, Istithmar PJSC ("Istithmar") and investment funds affiliated with Colony Capital Acquisitions, LLC ("Colony"), Providence Equity Partners, Inc. ("Providence") and The Related Companies, L.P. ("Related"), submitted to the Company's board of directors, a proposal to acquire all of the outstanding Ordinary Shares (the "Proposal"). On March 20, 2006, a special committee of independent directors (the "Special Committee") consisting of Peter Buckley, Howard Marks, Eric Siegel and Heinrich von Rantzau, which was formed to, among other things, consider the terms and conditions of the Proposal, unanimously recommended that the Company's full board of directors approve the Agreement and Plan of Merger, dated March 20, 2006 (the "Merger Agreement"), among the Company, Parent, and K-2 Subco Limited, a wholly-owned subsidiary of Parent ("Merger Sub"), and on March 20, 2006, the full board of directors unanimously approved the Merger Agreement. Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation. At the effective time of the Merger, each then outstanding Ordinary Share (other than any Ordinary Share owned by Parent, Merger Sub, the Company or any wholly-owned subsidiary of the Issuer and any Ordinary Shares held by holders who have properly exercised dissenters' rights) will be converted into the right to receive $76.00 in cash, without interest (the "Merger Consideration"). A copy of the Merger Agreement is included as Exhibit 1 to this Statement and is incorporated by reference herein. Concurrently with the execution of the Merger Agreement, Whitehall delivered an equity commitment letter (the "Equity Commitment Letter") to Parent pursuant to which Whitehall agreed, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, to contribute cash in the aggregate amount of $362,500,000 in exchange for an equity interest in Parent. In addition, each of World Leisure Group Limited (a British Virgin Islands holding company owned and controlled by the Kerzner Family Trust and the Howard B. Kerzner Family Trust, which trusts are controlled by Solomon Kerzner), Istithmar, Colony, Providence and Related have also committed to contribute Ordinary Shares or cash to Parent in exchange for an equity interest in Parent. A copy of Whitehall's Equity Commitment Letter is included as Exhibit 2 to this Statement and is incorporated by reference herein. On March 20, 2006, the Company and Parent issued a joint press release (the "Press Release") announcing the execution of the Merger Agreement, a copy of which press release is included as Exhibit 3 to this Statement and is incorporated by reference herein. Upon consummation of the Merger, it is contemplated that the Ordinary Shares will be delisted from the New York Stock Exchange and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act. The information set forth in response to this Item 4 is qualified in its entirety by reference to the Merger Agreement, the press release issued by the Company and K-Two Holdco on March 20, 2006, and the Equity Commitment Letter, each of which is filed as an exhibit hereto and is incorporated herein by reference. Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of the instructions to Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Rows (7) through (11) and (13) of the cover pages to this Statement are hereby incorporated by reference. For purposes of calculating the percentages set forth in this Item 5, the number of Ordinary Shares outstanding is assumed to be 36,718,698 (which is the number of Ordinary Shares which the Company represented in the Merger Agreement were outstanding on March 20, 2006). As of March 20, 2006, GS Group and Goldman Sachs may be deemed to beneficially own an aggregate of 8,605 Ordinary Shares, consisting of: (i) 330 Ordinary Shares held in client accounts with respect to which Goldman Sachs, or employees of Goldman Sachs, have investment discretion ("Managed Accounts") and (ii) 8,275 Ordinary Shares acquired in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities, representing approximately 0.0% of the currently outstanding Ordinary Shares. In addition, as of March 20, 2006, GS Group and Goldman Sachs may also be deemed to beneficially own an aggregate $132,000 of Kerzner International Limited 2.375% Convertible Senior Subordinated Notes due 2024 ("Convertible Notes"), which, subject to certain restrictions and under certain circumstances, may be converted into cash and Ordinary Shares at a rate of 17.1703 ordinary shares per $1,000 principal amount of the notes (which conversion rate is also subject to adjustment under certain circumstances). As of the date hereof, neither GS Group nor Goldman Sachs has the right to convert such Convertible Notes into cash or Ordinary Shares within 60 days. In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement reflects the securities beneficially owned by the investment banking division of GS Group and its subsidiaries and affiliates (the "Investment Banking Division"). This Statement does not reflect securities, if any, beneficially owned by any other operating unit of GS Group and its subsidiaries and affiliates. The Investment Banking Division disclaims beneficial ownership of securities, if any, beneficially owned by (i) any client accounts with respect to which the Investment Banking Division or its employees have voting or investment discretion, or both, and (ii) certain investment entities, of which the Investment Banking Division is the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Investment Banking Division. GS Group and Goldman Sachs disclaim beneficial ownership of the Ordinary Shares beneficially owned by Whitehall and the Whitehall GPs to the extent that partnership or membership interests, as the case may be, in Whitehall and the Whitehall GPs are held by persons other than Goldman Sachs or its affiliates. GS Group and Goldman Sachs disclaim beneficial ownership of the shares of Ordinary Shares held in Managed Accounts. Each of Whitehall and the Whitehall GPs disclaim beneficial ownership of the Ordinary Shares beneficially owned by GS Group and Goldman Sachs. In addition, as a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a group, within the meaning of Section 13(d)(3) of the Exchange Act, with Istithmar, Solomon Kerzner and Howard B. Kerzner. As a result, the Reporting Persons may be deemed to beneficially own the Ordinary Shares beneficially owned by Istithmar, Solomon Kerzner and Howard B. Kerzner. Based on information supplied by Istithmar, Solomon Kerzner and Howard B. Kerzner, respectively, as of March 20, 2006, Istithmar beneficially owned 4,500,000 Ordinary Shares, Solomon Kerzner beneficially owned 3,912,019 Ordinary Shares and Howard B. Kerzner beneficially owned 500,000 Ordinary Shares. The Ordinary Shares beneficially owned by the Reporting Persons, Istithmar, Solomon Kerzner and Howard B. Kerzner represent 24.3% of the Ordinary Shares outstanding. Each Reporting Person hereby disclaims beneficial ownership of any Ordinary Shares owned by any other Reporting Person (other than as set forth in this Item 5), Istithmar, Solomon Kerzner or Howard B. Kerzner. None of the Ordinary Shares reported in rows (11) and (13) of the cover pages to this Statement are shares as to which any Reporting Person has a right to acquire that is exercisable within 60 days. None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedules I, II or III hereto, beneficially owns any Ordinary Shares other than as set forth herein. (b) Each Reporting Person shares the power to vote or direct the vote and to dispose or to direct the disposition of Ordinary Shares beneficially owned by such Reporting Person as indicated in rows (7) through (11) and (13) of the cover pages to this Statement. (c) Schedule V sets forth the transactions in the Ordinary Shares which have been effected during the period from January 19, 2006 through March 20, 2006. Except as described above, all of the transactions set forth on Schedule V were effected in the ordinary course of business of Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities. The transactions in the shares of Ordinary Shares described on Schedule V were effected on the New York Stock Exchange or the over-the-counter market. Except as described above, no transactions in the Ordinary Shares were effected by the Reporting Persons, or, to their knowledge, any of the persons listed on Schedules I, II or III hereto, during the period from January 19, 2006 through March 20, 2006. (d) Except for clients of Goldman Sachs who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Ordinary Shares held in Managed Accounts, no other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Ordinary Shares beneficially owned by any Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Equity Commitment Letter and the Merger Agreement (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6. Except as described herein, none of the Reporting Persons or, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedule I, II or III hereto, is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit Description - ------- ----------------------------------------------------------------- 1. Agreement and Plan of Merger, dated as of March 20, 2006, by and among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco (incorporated by reference to Exhibit 1.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226). 2. Equity Commitment Letter, dated March 20, 2006, from Whitehall Street Global Real Estate Limited Partnership 2005, Whitehall Street Global Employee Fund 2005, L.P., Whitehall Street International Employee Fund 2005 (Delaware), L.P. and Whitehall Street International Real Estate Limited Partnership 2005 to K-Two Holdco Limited. 3. Press Release dated March 20, 2006 (incorporated by reference to Exhibit 99.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226). 4. Joint Filing Agreement. 5. Power of Attorney, dated November 7, 2005, relating to The Goldman Sachs Group, Inc. 6. Power of Attorney, dated November 7, 2005, relating to Goldman, Sachs & Co. 7. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Global Real Estate Limited Partnership 2005. 8. Power of Attorney, dated March 28, 2006, relating to WH Advisors, L.L.C. 2005. 9. Power of Attorney, dated March 28, 2006, relating to Whitehall Street International Real Estate Limited Partnership 2005. 10. Power of Attorney, dated March 28, 2006, relating to WH International Advisors, L.L.C. 2005. 11. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Global Employee Fund 2005, L.P. 12. Power of Attorney, dated March 28, 2006, relating to Whitehall Street International Employee Fund 2005 (Delaware), L.P. 13. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Employee Funds 2005 GP, L.L.C. SIGNATURES 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. Dated: March 30, 2006 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH INTERNATIONAL ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact EXHIBIT INDEX Exhibit Description - ------- ----------------------------------------------------------------- 1. Agreement and Plan of Merger, dated as of March 20, 2006, by and among Kerzner International Limited, K-Two Holdco Limited and K-Two Subco (incorporated by reference to Exhibit 1.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226). 2. Equity Commitment Letter, dated March 20, 2006, from Whitehall Street Global Real Estate Limited Partnership 2005, Whitehall Street Global Employee Fund 2005, L.P., Whitehall Street International Employee Fund 2005 (Delaware), L.P. and Whitehall Street International Real Estate Limited Partnership 2005 to K-Two Holdco Limited. 3. Press Release dated March 20, 2006 (incorporated by reference to Exhibit 99.1 to Form 6-K of Kerzner International Limited furnished to the SEC on March 20, 2006, File No. 001-04226). 4. Joint Filing Agreement. 5. Power of Attorney, dated November 7, 2005, relating to The Goldman Sachs Group, Inc. 6. Power of Attorney, dated November 7, 2005, relating to Goldman, Sachs & Co. 7. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Global Real Estate Limited Partnership 2005. 8. Power of Attorney, dated March 28, 2006, relating to WH Advisors, L.L.C. 2005. 9. Power of Attorney, dated March 28, 2006, relating to Whitehall Street International Real Estate Limited Partnership 2005. 10. Power of Attorney, dated March 28, 2006, relating to WH International Advisors, L.L.C. 2005. 11. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Global Employee Fund 2005, L.P. 12. Power of Attorney, dated March 28, 2006, relating to Whitehall Street International Employee Fund 2005 (Delaware), L.P. 13. Power of Attorney, dated March 28, 2006, relating to Whitehall Street Employee Funds 2005 GP, L.L.C. SCHEDULE I ---------- The name of each director of The Goldman Sachs Group, Inc. is set forth below. The business address of each person listed below is c/o Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004. Each person is a citizen of the United States of America except for Lord Browne of Madingley, who is a citizen of the United Kingdom and Claes Dahlback, who is a citizen of Sweden. The present principal occupation or employment of each of the listed persons is set forth below. Name Present Principal Occupation - -------------------------------------------------------------------------------- Henry M. Paulson, Jr. Chairman of the Board and Chief Executive Officer of The Goldman Sachs Group, Inc. Lloyd C. Blankfein President and Chief Operating Officer of The Goldman Sachs Group, Inc. Lord Browne of Madingley Group Chief Executive of BP plc John H. Bryan Retired Chairman and Chief Executive Officer of Sara Lee Corporation Claes Dahlback Senior Advisor to Investor AB and Executive Vice Chairman of W Capital Management Stephen Friedman Senior Advisor to Stone Point Capital William W. George Professor of Management Practice at the Harvard Business School, Retired Chairman and Chief Executive Officer of Medtronic, Inc. James A. Johnson Vice Chairman of Perseus, L.L.C. Lois D. Juliber Retired Vice Chairman of Colgate-Palmolive Company Edward M. Liddy Chairman of the Board and Chief Executive Officer of The Allstate Corporation Ruth J. Simmons President of Brown University SCHEDULE II The name, position and present principal occupation of each director and executive officer of WH Advisors, L.L.C. 2005, the sole general partner of Whitehall Street Real Estate Limited Partnership 2005, and the name, position and present principal occupation of each director and executive officer of WH International Advisors, L.L.C. 2005, the sole general partner of Whitehall Street International Real Estate Limited Partnership 2005, are set forth below. The business address of each director and executive officer listed below is 85 Broad Street, New York, New York 10004. Each director and executive officer listed below is a citizen of the United States, except that Brahm S. Cramer is a citizen of Canada.
- ------------------------------------------------------------------------------------------------ Name Position Present Principal Occupation - ------------------------------------------------------------------------------------------------ Rothenberg, Stuart M. Manager/President Managing Director of Goldman, Sachs & Co. - ------------------------------------------------------------------------------------------------ Cramer, Brahm S. Manager/Vice President/Assistant Managing Director of Goldman, Sachs Secretary & Co. - ------------------------------------------------------------------------------------------------ Langer, Jonathan A. Manager/Vice President/Assistant Managing Director of Goldman, Sachs Secretary & Co. - ------------------------------------------------------------------------------------------------
The name, position and present principal occupation of the sole executive officer of Whitehall Street Employee Funds 2005 GP, L.L.C., the sole general partner of Whitehall Street Global Employee Fund 2005 L.P. and Whitehall Street International Employee Fund 2005 (Delaware), L.P. is set forth below. The business address of each director and executive officer listed below is 85 Broad Street, New York, New York 10004. Each director and executive officer listed below is a citizen of the United States.
- ------------------------------------------------------------------------------------------------ Name Position Present Principal Occupation - ------------------------------------------------------------------------------------------------ Rothenberg, Stuart M Chairman and President Managing Director of Goldman, Sachs & Co. - ------------------------------------------------------------------------------------------------
SCHEDULE III The name and principal occupation of each member of the Whitehall Investment Committee of Goldman, Sachs & Co., which exercises the authority of Goldman, Sachs & Co. in advising each of WH Advisors, L.L.C. 2005 and WH International Advisors, L.L.C. 2005, and as manager of Whitehall Street Employee Funds 2005 GP, L.L.C., are set forth below. The business address of each member listed below is 85 Broad Street, New York, New York 10004, except as follows: (i) the business address of Richard H. Powers and Edward M. Siskind is 133 Fleet Street, London EC4A 2BB, England; (ii) the business address of Todd A. Williams is 100 Crescent Court, Suite 1000, Dallas, TX 75201; and (iii) the business address of Toshinobu Kasai is Roppongi Hills Mori Tower, 47th floor, 10-1, Roppongi 6-chome, Minato-ku, Tokyo 106-6147, Japan. Each member listed below is a citizen of the United States, except as follows: (i) Brahm S. Cramer is a citizen of Canada; and (ii) Toshinobu Kasai is a citizen of Japan.
- --------------------------------------------------------------------------------------------- Name Present Principal Occupation - --------------------------------------------------------------------------------------------- Rothenberg, Stuart M. - Chairman Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Broderick, Craig Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Cramer, Brahm S. Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Feldman, Steven M. Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Friedman, Richard A. Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Jonas, Andrew J. Managing Director of Goldman, Sachs & Co. - --------------------------------------------------------------------------------------------- Kasai, Toshinobu Managing Director of Goldman Sachs (Japan) Ltd. - --------------------------------------------------------------------------------------------- Powers, Richard H. Managing Director of Goldman Sachs International - --------------------------------------------------------------------------------------------- Siskind, Edward M. Managing Director of Goldman Sachs International - --------------------------------------------------------------------------------------------- Williams, Todd A. Managing Director of Goldman, Sachs & Co. - ---------------------------------------------------------------------------------------------
SCHEDULE IV ----------- In November 2002, the SEC, the National Association of Securities Dealers ("NASD") and the New York Stock Exchange, Inc. ("NYSE") alleged that five broker dealers, including Goldman Sachs, violated Section 17(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 17a-4 thereunder, NYSE Rules 440 and 342 and NASD Rules 3010 and 3110 by allegedly failing to preserve electronic mail communications for three years and/or to preserve electronic mail communications for the first two years in an accessible place, and by allegedly having inadequate supervisory systems and procedures in relation to the retention of electronic mail communications. Without admitting or denying the allegations, the five broker dealers, including Goldman Sachs, consented to censure by the SEC, NASD and NYSE and to the imposition of a cease-and-desist order by the SEC and Goldman Sachs paid a total fine of $1,650,000 ($550,000 each to the SEC, NASD and NYSE). Goldman Sachs also undertook to review its procedures regarding the preservation of electronic mail communications for compliance with the federal securities laws and regulations and the rules of the NASD and NYSE, and to confirm within a specified period of time that it has established systems and procedures reasonably designed to achieve compliance with those laws, regulations and rules. On April 28, 2003, without admitting or denying liability, ten investment banking firms including Goldman Sachs, entered into global settlements with the SEC, the NYSE, the NASD and certain states to resolve the investigations relating to equity research analyst conflicts of interest. Goldman Sachs was charged with violating NYSE Rules 342, 401, 472 and 475, and NASD Conduct Rules 2110, 2210 and 3010. Goldman Sachs also agreed to a censure by the NYSE and the NASD and to pay a total of $110,000,000 and to adopt a set of industry-wide reforms of its research and investment banking businesses and to adopt certain restrictions on the allocations of "hot" IPO shares. The terms of the global settlement were entered in an order by a federal court in the Southern District of New York on October 31, 2003 (Civil Action Number 03CV2944). On September 4, 2003, Goldman Sachs and the SEC settled administrative proceedings relating to certain trading in U.S. Treasury securities by Goldman Sachs on the morning of October 31, 2001. The Staff of the SEC alleged that Goldman Sachs violated (i) Section 15(c)(1) and Rule 15c1-2 of the Exchange Act as a result of certain trading in U.S. Treasury bonds over an eight minute period on October 31, 2001; and (ii) Section 15(f) of the Exchange Act by failing to maintain policies and procedures specifically addressed to the possible misuse of non-public information obtained from outside consultants. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC's allegations, Goldman Sachs consented to the entry of an Order that, among other things, (i) censured Goldman Sachs; (ii) directed Goldman Sachs to cease and desist from committing or causing any violations of Section 15(c)(1)(A) & (C) and 15(f) and Rule 15c1-2 of the Exchange Act; (iii) ordered Goldman Sachs to pay disgorgement and prejudgment interest in the amount of $1,742,642, and a civil monetary penalty of $5 million; and (iv) directed Goldman Sachs to conduct a review its policies and procedures and to adopt, implement and maintain policies and procedures consistent with the Order and that review. Goldman Sachs also undertook to pay $2,562,740 in disgorgement and interest relating to certain trading in U.S. Treasury bond futures during the same eight minute period. On July 1, 2004, Goldman Sachs and the SEC settled administrative proceedings relating to communications from Goldman Sachs sales traders on its Asian Shares Sales Desk to certain institutional customers and news media concerning four international public securities offerings during the period between October 1999 and March 2000. The SEC alleged (i) that certain of these communications by Goldman Sachs employees were made after the registration statements pertaining to those offerings were filed, but not yet declared effective by the SEC, in violation of Section 5(b) of the Securities Act and (ii) that certain comments to the news media by Goldman Sachs with respect to one of the offerings constituted an offer to sell securities in violation of Section 5(c) of the Securities Act. The SEC also alleged that Goldman Sachs failed to adequately supervise the Asian Shares Sales Desk traders, as required by Section 15(b)(4)(E) of the Exchange Act. Under the Offer of Settlement submitted by Goldman Sachs and accepted by the SEC, without admitting or denying the SEC's allegations, Goldman Sachs consented to the entry of an Order that, among other things, directed Goldman Sachs to cease and desist from committing or causing any violations of Sections 5(b) and 5(c) of the Securities Act., and ordered Goldman Sachs to pay a civil monetary penalty of $2 million. On January 24, 2005, the SEC filed an action in the U.S. District Court for the Southern District of New York alleging that Goldman Sachs violated Rule 101 of Regulation M under the Exchange Act by attempting to induce, or inducing certain investors to make, aftermarket purchases of certain initial public offerings underwritten by Goldman Sachs during 2000. On February 4, 2005, without admitting or denying the allegations of the complaint, a final judgment was entered against Goldman Sachs, with the consent of Goldman Sachs, under which Goldman Sachs was permanently restrained and enjoined from violating Rule 101 of Regulation M and required to pay a $40 million civil penalty, which was paid on March 31, 2005. SCHEDULE V ---------- Kerzner International Limited Cusip No. P6065Y107
Purchases Sales Price Trade Date Settlement Date - -------------------------------------------------------------------------------- 100 68.360000 1/19/2006 1/24/2006 100 68.510000 1/19/2006 1/24/2006 100 68.540000 1/19/2006 1/24/2006 300 68.610000 1/19/2006 1/24/2006 100 68.950000 1/19/2006 1/24/2006 100 68.430000 1/19/2006 1/24/2006 100 68.410000 1/19/2006 1/24/2006 200 68.410000 1/19/2006 1/24/2006 100 68.500000 1/19/2006 1/24/2006 100 68.610000 1/19/2006 1/24/2006 186 68.015000 1/19/2006 1/24/2006 300 68.150000 1/19/2006 1/24/2006 15 68.450000 1/19/2006 1/24/2006 100 68.700000 1/20/2006 1/25/2006 100 68.720000 1/20/2006 1/25/2006 12 68.580000 1/20/2006 1/25/2006 88 68.580000 1/20/2006 1/25/2006 100 68.620000 1/20/2006 1/25/2006 200 68.680000 1/20/2006 1/25/2006 100 68.510000 1/20/2006 1/25/2006 100 68.590000 1/20/2006 1/25/2006 100 68.460000 1/20/2006 1/25/2006 100 68.460000 1/20/2006 1/25/2006 100 67.410000 1/23/2006 1/26/2006 100 67.390000 1/23/2006 1/26/2006 200 67.420000 1/23/2006 1/26/2006 100 67.330000 1/23/2006 1/26/2006 100 67.210000 1/23/2006 1/26/2006 100 67.120000 1/23/2006 1/26/2006 100 67.030000 1/23/2006 1/26/2006 86 68.060000 1/23/2006 1/26/2006 100 67.170000 1/23/2006 1/26/2006 100 67.580000 1/24/2006 1/27/2006 100 67.900000 1/24/2006 1/27/2006 100 67.320000 1/24/2006 1/27/2006 100 67.200000 1/24/2006 1/27/2006 100 67.490000 1/24/2006 1/27/2006 100 67.730000 1/24/2006 1/27/2006 200 67.750000 1/24/2006 1/27/2006 100 67.710000 1/24/2006 1/27/2006 100 67.850000 1/24/2006 1/27/2006 100 67.830000 1/24/2006 1/27/2006 100 67.880000 1/24/2006 1/27/2006 100 67.860000 1/24/2006 1/27/2006 200 67.870000 1/24/2006 1/27/2006 100 67.860000 1/24/2006 1/27/2006 100 67.880000 1/24/2006 1/27/2006 100 67.900000 1/24/2006 1/27/2006 100 67.870000 1/24/2006 1/27/2006 100 67.550000 1/25/2006 1/30/2006 100 67.240000 1/25/2006 1/30/2006 100 66.320000 1/26/2006 1/31/2006 200 66.280000 1/26/2006 1/31/2006 100 66.340000 1/26/2006 1/31/2006 300 66.360000 1/26/2006 1/31/2006 100 66.250000 1/26/2006 1/31/2006 100 66.570000 1/27/2006 2/1/2006 100 66.650000 1/27/2006 2/1/2006 100 66.090000 1/30/2006 2/2/2006 100 66.090000 1/30/2006 2/2/2006 100 66.090000 1/30/2006 2/2/2006 25 65.510000 1/30/2006 2/2/2006 100 65.050000 1/31/2006 2/3/2006 100 64.930000 1/31/2006 2/3/2006 600 65.060000 1/31/2006 2/3/2006 100 65.050000 1/31/2006 2/3/2006 100 66.360000 2/1/2006 2/6/2006 100 66.400000 2/1/2006 2/6/2006 200 66.380000 2/1/2006 2/6/2006 100 66.410000 2/1/2006 2/6/2006 600 66.377200 2/1/2006 2/6/2006 100 66.391200 2/1/2006 2/6/2006 100 66.530000 2/1/2006 2/6/2006 100 66.480000 2/1/2006 2/6/2006 100 66.520000 2/1/2006 2/6/2006 100 66.640000 2/1/2006 2/6/2006 100 66.580000 2/1/2006 2/6/2006 100 66.550000 2/1/2006 2/6/2006 100 66.700000 2/1/2006 2/6/2006 100 66.370000 2/1/2006 2/6/2006 100 66.220000 2/1/2006 2/6/2006 100 66.100000 2/1/2006 2/6/2006 100 66.140000 2/1/2006 2/6/2006 100 66.110000 2/1/2006 2/6/2006 100 66.100000 2/1/2006 2/6/2006 100 66.140000 2/1/2006 2/6/2006 200 66.140000 2/1/2006 2/6/2006 200 66.260000 2/1/2006 2/6/2006 300 66.380000 2/1/2006 2/6/2006 100 66.450000 2/1/2006 2/6/2006 6,625 65.240000 2/1/2006 2/6/2006 1,723 65.215000 2/1/2006 2/6/2006 100 66.500000 2/1/2006 2/6/2006 100 66.620000 2/1/2006 2/6/2006 100 66.540000 2/1/2006 2/6/2006 100 66.210000 2/1/2006 2/6/2006 100 66.120000 2/1/2006 2/6/2006 100 66.320000 2/1/2006 2/6/2006 23 66.140000 2/1/2006 2/6/2006 100 66.140000 2/1/2006 2/6/2006 100 66.160000 2/1/2006 2/6/2006 100 66.280000 2/1/2006 2/6/2006 100 66.310000 2/1/2006 2/6/2006 100 66.320000 2/1/2006 2/6/2006 100 66.370000 2/1/2006 2/6/2006 100 66.410000 2/1/2006 2/6/2006 100 66.440000 2/1/2006 2/6/2006 100 66.100000 2/1/2006 2/6/2006 100 65.990000 2/2/2006 2/7/2006 100 65.150000 2/2/2006 2/7/2006 100 64.800000 2/2/2006 2/7/2006 100 64.790000 2/2/2006 2/7/2006 100 64.810000 2/2/2006 2/7/2006 100 65.000000 2/2/2006 2/7/2006 400 64.860000 2/2/2006 2/7/2006 100 64.880000 2/2/2006 2/7/2006 100 64.900000 2/2/2006 2/7/2006 100 64.850000 2/2/2006 2/7/2006 100 65.070000 2/2/2006 2/7/2006 100 65.050000 2/2/2006 2/7/2006 100 65.110000 2/2/2006 2/7/2006 100 65.400000 2/2/2006 2/7/2006 200 65.500000 2/2/2006 2/7/2006 200 65.520000 2/2/2006 2/7/2006 100 64.860000 2/2/2006 2/7/2006 100 65.550000 2/2/2006 2/7/2006 100 64.850000 2/2/2006 2/7/2006 700 65.500000 2/2/2006 2/7/2006 1,000 65.500000 2/2/2006 2/7/2006 100 65.500000 2/2/2006 2/7/2006 100 65.500000 2/2/2006 2/7/2006 200 65.500000 2/2/2006 2/7/2006 100 65.510000 2/2/2006 2/7/2006 300 65.510000 2/2/2006 2/7/2006 100 65.560000 2/2/2006 2/7/2006 300 65.550000 2/2/2006 2/7/2006 100 65.530000 2/2/2006 2/7/2006 200 65.500000 2/2/2006 2/7/2006 800 64.005200 2/3/2006 2/8/2006 700 63.997400 2/3/2006 2/8/2006 100 63.989600 2/3/2006 2/8/2006 100 65.100000 2/3/2006 2/8/2006 100 65.150000 2/3/2006 2/8/2006 100 65.140000 2/3/2006 2/8/2006 100 63.890000 2/3/2006 2/8/2006 100 64.130000 2/3/2006 2/8/2006 100 64.410000 2/3/2006 2/8/2006 100 64.170000 2/3/2006 2/8/2006 100 64.050000 2/3/2006 2/8/2006 200 64.100000 2/3/2006 2/8/2006 100 64.050000 2/3/2006 2/8/2006 100 64.140000 2/3/2006 2/8/2006 100 64.260000 2/3/2006 2/8/2006 100 64.110000 2/3/2006 2/8/2006 100 64.170000 2/3/2006 2/8/2006 100 64.020000 2/3/2006 2/8/2006 100 63.910000 2/3/2006 2/8/2006 200 63.790000 2/3/2006 2/8/2006 100 63.770000 2/3/2006 2/8/2006 700 63.997400 2/3/2006 2/8/2006 100 63.980000 2/3/2006 2/8/2006 700 63.997400 2/3/2006 2/8/2006 700 63.997400 2/3/2006 2/8/2006 100 64.260000 2/3/2006 2/8/2006 100 64.440000 2/3/2006 2/8/2006 200 64.460000 2/3/2006 2/8/2006 2,900 65.750000 2/3/2006 2/8/2006 2,900 65.750000 2/3/2006 2/8/2006 5 64.714000 2/3/2006 2/8/2006 5 64.714000 2/3/2006 2/8/2006 5 64.714000 2/3/2006 2/8/2006 5 64.714000 2/3/2006 2/8/2006 100 64.130000 2/6/2006 2/9/2006 100 64.260000 2/6/2006 2/9/2006 200 64.620000 2/6/2006 2/9/2006 2,900 64.950000 2/6/2006 2/9/2006 200 64.800000 2/7/2006 2/10/2006 100 64.770000 2/7/2006 2/10/2006 398 64.617000 2/7/2006 2/10/2006 100 64.800000 2/7/2006 2/10/2006 100 64.730000 2/7/2006 2/10/2006 100 64.710000 2/7/2006 2/10/2006 100 64.740000 2/7/2006 2/10/2006 100 64.780000 2/7/2006 2/10/2006 300 64.770000 2/7/2006 2/10/2006 100 64.770000 2/7/2006 2/10/2006 100 64.700000 2/7/2006 2/10/2006 200 64.730000 2/7/2006 2/10/2006 100 64.630000 2/7/2006 2/10/2006 100 64.640000 2/7/2006 2/10/2006 400 64.650000 2/7/2006 2/10/2006 200 64.610000 2/7/2006 2/10/2006 100 64.660000 2/7/2006 2/10/2006 200 64.630000 2/7/2006 2/10/2006 200 64.610000 2/7/2006 2/10/2006 100 64.580000 2/7/2006 2/10/2006 200 64.590000 2/7/2006 2/10/2006 100 64.510000 2/7/2006 2/10/2006 100 64.530000 2/8/2006 2/13/2006 100 65.880000 2/10/2006 2/15/2006 100 66.550000 2/10/2006 2/15/2006 100 65.990000 2/10/2006 2/15/2006 30 65.980000 2/13/2006 2/16/2006 98 66.360000 2/13/2006 2/16/2006 100 66.420000 2/13/2006 2/16/2006 100 66.430000 2/13/2006 2/16/2006 100 66.070000 2/13/2006 2/16/2006 100 66.060000 2/13/2006 2/16/2006 200 66.020000 2/13/2006 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100 66.990000 2/15/2006 2/21/2006 100 67.550000 2/16/2006 2/22/2006 169 66.951000 2/22/2006 2/27/2006 169 66.844800 2/22/2006 2/27/2006 169 66.844800 2/22/2006 2/27/2006 169 66.844800 2/22/2006 2/27/2006 100 66.930000 2/22/2006 2/27/2006 100 66.950000 2/22/2006 2/27/2006 100 66.980000 2/22/2006 2/27/2006 100 66.960000 2/22/2006 2/27/2006 100 66.970000 2/22/2006 2/27/2006 300 66.920000 2/22/2006 2/27/2006 200 66.930000 2/22/2006 2/27/2006 100 66.940000 2/22/2006 2/27/2006 1,100 66.950000 2/22/2006 2/27/2006 1,400 66.940000 2/22/2006 2/27/2006 800 66.940000 2/22/2006 2/27/2006 100 67.030000 2/22/2006 2/27/2006 100 67.030000 2/22/2006 2/27/2006 169 66.844800 2/22/2006 2/27/2006 69 67.180000 2/23/2006 2/28/2006 131 67.100000 2/23/2006 2/28/2006 69 67.180000 2/23/2006 2/28/2006 100 66.950000 2/24/2006 3/1/2006 100 67.990000 2/27/2006 3/2/2006 100 67.990000 2/27/2006 3/2/2006 100 67.910000 2/28/2006 3/3/2006 100 67.920000 2/28/2006 3/3/2006 100 67.940000 2/28/2006 3/3/2006 100 67.980000 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EX-99.2 2 ex-2.txt EXHIBIT 2--EQUITY LETTER EXHIBIT 2 March 20, 2006 K-Two Holdco Limited Coral Towers Paradise Island, The Bahamas Gentlemen: Reference is made to the Agreement and Plan of Merger dated as of the date hereof (the "Agreement") among Kerzner International Limited (the "Company"), an international business company incorporated under the laws of the Commonwealth of The Bahamas, K-Two Holdco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas ("Newco"), and K-Two Subco Limited, an international business company incorporated under the laws of the Commonwealth of The Bahamas and a wholly-owned subsidiary of Newco. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. In the event of the satisfaction or waiver of the conditions precedent to Newco's obligation to consummate the Merger set forth in Article VIII of the Agreement (it being agreed for purposes of this letter agreement that any condition precedent the satisfaction of which is dependent upon the contribution contemplated by this paragraph and which shall become satisfied upon the making of such contribution shall be deemed to have been satisfied), we agree that at the Closing we will contribute or cause to be contributed to Newco an aggregate amount of $362,500,000 (such sum, the "Commitment Amount"), which amount shall be used by Newco, together with the financing proceeds from the Debt Financing Commitments and the equity proceeds from the other Equity Financing Commitments to fund the Merger Consideration, pay any other amounts to be paid by Newco to any person on the Closing Date on the terms set forth in the Agreement and pay for related expenses. We will not be under any obligation pursuant to the preceding sentence unless and until the conditions precedent to Newco's obligation to consummate the Merger set forth in Article VIII of the Agreement are satisfied or waived. We will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Commitment Amount to Newco. Notwithstanding anything that may be expressed or implied in this letter agreement, Newco, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that, no person other than the undersigned shall have any obligation hereunder and that, notwithstanding that the undersigned is a partnership, no recourse hereunder or any documents or instruments delivered in connection herewith shall be had against any current or future officer, agent or employee of the undersigned, against any current or future general or limited partner of the undersigned or any current or future director, officer, employee, general or limited partner, member, Affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of the undersigned or any current or future general or limited partner of the undersigned or any current or future director, officer, employee, general or limited partner, member, Affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligations or their creation. Each of the undersigned hereby represents and warrants as follows: (a) The undersigned is a limited partnership duly organized, validly existing and in good standing (to the extent its jurisdiction of organization recognizes the concept of good standing) under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this letter agreement by the undersigned is within its limited partnership powers and has been duly authorized by all necessary action, and no other proceedings or actions on the part of the undersigned are necessary to perform its obligations hereunder. This letter agreement is a valid and binding obligation of the undersigned enforceable against it in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles or equity. (c) The execution, delivery and performance by the undersigned of this letter agreement do not and will not (i) violate the organizational documents of the undersigned, (ii) violate any applicable Law or court or governmental order to which the undersigned or any of its assets are subject or (iii) require any consent or other action by any Person under, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in any breach of or give rise to any right of termination, cancellation, amendment or acceleration of, any right or obligation of the undersigned. (d) The undersigned has, and will have on the Closing Date, the funding necessary to fund the Commitment Amount. In the event that the Agreement is terminated pursuant to Article IX of the Agreement, this letter agreement shall automatically terminate and be of no further force or effect without further action by the parties hereto on the date that is 45 days subsequent to the termination of the Agreement if no claim for performance or monetary damages has been made hereunder prior to the 45th day subsequent to the termination of the Agreement. If such a claim has been made prior to the date that is 45 days subsequent to the termination of the Agreement, this letter agreement shall terminate upon final resolution of such claim. We shall be entitled to assign all or a portion of our obligations hereunder to one or more Affiliates that agree to assume our obligations hereunder, provided that we shall remain obligated to perform our obligations hereunder to the extent not performed by such Affiliate(s). This letter agreement shall not be assignable by you without our prior written consent. Notwithstanding any other term or condition of this letter agreement, our liability under this letter agreement shall be limited to monetary damages only, shall be limited to a willful and material breach of this letter agreement and under no circumstances shall our maximum liability for any reason, including our willful and material breach of any of our commitments set forth herein, exceed the Commitment Amount, and such damages shall not include any special, indirect, or consequential damages. If the express third party beneficiary hereof determines to enforce the terms of this letter agreement as a result of a willful and material breach of this letter agreement, such third party beneficiary must do so on a pro rata basis against any other party to Equity Financing Commitments and Equity Rollover Commitments that have willfully and materially breached their obligations thereunder. We acknowledge that the Company has relied on this letter agreement and is an express third party beneficiary hereof and is entitled to enforce obligations of the undersigned hereunder directly against the undersigned to the full extent thereof. This letter agreement is not intended to, and does not, confer upon any Person, other than Newco and the Company, rights or remedies hereunder or in connection herewith. This letter agreement may be executed in counterparts. This letter agreement may not be terminated (except as otherwise provided herein), amended, and no provision waived or modified, except by an instrument in writing signed by us and Newco; provided that any termination, amendment, waiver or modification that would reasonably be expected to be adverse to the Company in any material respect (after taking into account any other amendments, waivers or modifications proposed to be made to the other Financing Commitments) shall require the consent of the Company. This letter agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of Delaware solely for the purposes of any suit, action or other proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of Delaware are an inconvenient forum for any action, suit or proceeding between any of the parties hereto, or between any of the parties hereto and the express third-party beneficiary hereof, arising out of this letter agreement, (iv) agrees that it will not bring any action relating to this letter agreement in any court other than the courts of the State of Delaware and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Agreement (with the address of the undersigned being the address set forth in the first page of this letter agreement). EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties hereto shall keep the existence and terms of this letter agreement confidential, and no party shall, without the prior approval of the other party, make any press release or other announcement concerning the existence or the terms of this letter agreement, except (i) as and to the extent necessary to comply with applicable federal or state laws, (ii) in connection with the exercise of any remedies hereunder or in any suit, action or proceeding relating to this letter agreement or enforcement of rights hereunder, and (iii) to the Company and its directors, officers, employees and advisors. Very truly yours, WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH Advisors, L.L.C. 2005, General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Manager WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH International Advisors, L.L.C. 2005, General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Manager WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: Whitehall Street Employee Funds 2005 GP, L.L.C., General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Vice President WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: Whitehall Street Employee Funds 2005 GP, L.L.C., General Partner By: /s/ Jonathan Langer -------------------------------- Name: Jonathan Langer Title: Vice President Accepted and Agreed to as of the date written above K-TWO HOLDCO LIMITED By: /s/ Howard B. Kerzner ---------------------- Name: Howard B. Kerzner Title: President EX-99.4 3 ex-4.txt EXHIBIT 4--JOINT FILING AGREEMENT EXHIBIT 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Shares of Kerzner International Limited, 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 13D. Dated: March 30, 2006 THE GOLDMAN SACHS GROUP, INC. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact GOLDMAN, SACHS & CO. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact WH INTERNATIONAL ADVISORS, L.L.C. 2005 By: /s/ Roger S. Begelman ------------------------- Name: Roger S. Begelman Title: Attorney-in-Fact EX-99.5 4 ex-5.txt EXHIBIT 5--POWER OF ATTORNEY (GS GROUP) EXHIBIT 5 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 Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 7, 2005. THE GOLDMAN SACHS GROUP, INC. By: /s/ Gregory K. Palm ------------------------------------ Name: Gregory K. Palm Title: Executive Vice President and General Counsel EX-99.6 5 ex-6.txt EXHIBIT 6--POWER OF ATTORNEY (GS) EXHIBIT 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 November 7, 2005. GOLDMAN, SACHS & CO. By: /s/ Gregory K. Palm ---------------------------- Name: Gregory K. Palm Title: Managing Director EX-99.7 6 ex-7.txt EXHIBIT 7--POWER ATTORNEY (WSGRE LTD PART) EXHIBIT 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH ADVISORS, L.L.C. 2005 By: /s/ Jonathan Langer ----------------------------------- Name: Jonathan Langer Title: Vice President EX-99.8 7 ex-8.txt EXHIBIT 8--POWER OF ATTORNEY (WH ADVISORS LLC) EXHIBIT 8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WH ADVISORS, L.L.C. 2005 (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WH ADVISORS, L.L.C. 2005 By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Vice President EX-99.9 8 ex-9.txt EXHIBIT 9--POWER OF ATTORNEY (WS INT'L RE) EXHIBIT 9 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WHITEHALL STREET INTERNATIONAL REAL ESTATE LIMITED PARTNERSHIP 2005 By: WH INTERNATIONAL ADVISORS, L.L.C. 2005 By: /s/ Jonathan Langer ----------------------------------- Name: Jonathan Langer Title: Vice President EX-99.10 9 ex-10.txt EXHIBIT 10--POWER OF ATTORNEY (WH INT'L ADV.) EXHIBIT 10 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WH INTERNATIONAL ADVISORS, L.L.C. 2005 (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WH INTERNATIONAL ADVISORS, L.L.C. 2005 By: /s/ Jonathan Langer --------------------------------- Name: Jonathan Langer Title: Vice President EX-99.11 10 ex-11.txt EXHIBIT 11--POWER OF ATTORNEY (WSG EMPL. FUND) EXHIBIT 11 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WHITEHALL STREET GLOBAL EMPLOYEE FUND 2005, L.P. By: WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Jonathan Langer ------------------------------------ Name: Jonathan Langer Title: Vice President EX-99.12 11 ex-12.txt EXHIBIT 12--POWER OF ATTORNEY (WS INT'L EMP FUND) EXHIBIT 12 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WHITEHALL STREET INTERNATIONAL EMPLOYEE FUND 2005 (DELAWARE), L.P. By: WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Jonathan Langer ----------------------------------- Name: Jonathan Langer Title: Vice President EX-99.13 12 ex-13.txt EXHIBIT 13--POWER OF ATTORNEY (WS EMP. FUND) EXHIBIT 13 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley and Stephen Wong, (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 March 28, 2006. WHITEHALL STREET EMPLOYEE FUNDS 2005 GP, L.L.C. By: /s/ Jonathan Langer ----------------------------------- Name: Jonathan Langer Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----