0000903423-16-000848.txt : 20160212 0000903423-16-000848.hdr.sgml : 20160212 20160212202829 ACCESSION NUMBER: 0000903423-16-000848 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160210 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZIMMER BIOMET HOLDINGS, INC. CENTRAL INDEX KEY: 0001136869 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 134151777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 BUSINESS PHONE: 5742676131 MAIL ADDRESS: STREET 1: 345 EAST MAIN STREET CITY: WARSAW STATE: IN ZIP: 46580 FORMER COMPANY: FORMER CONFORMED NAME: ZIMMER HOLDINGS INC DATE OF NAME CHANGE: 20010315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422201 BUSINESS ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSERTURM STREET 2: FRIEDRICH-EBERT-ANLAGE 49 CITY: FRANKFURT AM MAIN, 2M 60323 STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422202 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422203 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422204 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRIVATE EQUITY PARTNERS 2005 DIRECT LP CENTRAL INDEX KEY: 0001342620 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422206 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2005 DIRECT INVESTMENT FD L P DATE OF NAME CHANGE: 20051027 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRIVATE EQUITY PARTNERS 2004 DIRECT INVESTMENT FUND LP CENTRAL INDEX KEY: 0001473566 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422207 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. DATE OF NAME CHANGE: 20091001 FORMER NAME: FORMER CONFORMED NAME: GS PRIVATE EQUITY PARTNERS 2004 - DIRECT INVESTMENT FUND, L.P. DATE OF NAME CHANGE: 20090930 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PRIVATE EQUITY PARTNERS IX DIRECT LP CENTRAL INDEX KEY: 0001387211 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16407 FILM NUMBER: 161422205 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS PRIVATE EQUITY PARTNERS IX DIRECT INVESTMENT FUND LP DATE OF NAME CHANGE: 20111220 FORMER NAME: FORMER CONFORMED NAME: Goldman Sachs Private Equity Partners IX Direct Investment Fund LP DATE OF NAME CHANGE: 20070119 4 1 pepzimmer.xml OWNERSHIP DOCUMENT X0306 4 2016-02-10 1 0001136869 ZIMMER BIOMET HOLDINGS, INC. ZBH 0001473566 PRIVATE EQUITY PARTNERS 2004 DIRECT INVESTMENT FUND LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001342620 PRIVATE EQUITY PARTNERS 2005 DIRECT LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001387211 PRIVATE EQUITY PARTNERS IX DIRECT LP 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. 200 WEST STREETCHS & CO. NEW YORK NY 10282 0 0 1 0 0001394288 GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Common Stock 2016-02-10 4 S 0 3675850 96.66 D 3856574 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), GS LVB Co-Invest, L.P. ("GS LVB"), Goldman Sachs BMET Investors, L.P. ("GS BMET"), Goldman Sachs BMET Investors Offshore Holdings, L.P. ("GS BMET Offshore"), PEP Bass Holdings, LLC ("GS PEP"), Private Equity Partners 2004 Direct Investment Fund, L.P. ("GS 2004"), Private Equity Partners 2005 Direct L.P. ("GS 2005") and Private Equity Partners IX Direct L.P. ("GS IX", and together with GS Capital, GS Offshore, GS Parallel, GS Germany, GS LVB, GS BMET, GS BMET Offshore, GS PEP, GS 2004 and GS 2005, the "GS Entities"); (continued in footnote 2) GSCP VI Advisors, L.L.C., GSCP VI Offshore Advisors, L.L.C., GS Advisors VI, L.L.C. and Goldman, Sachs Management GP GmbH (together with the GS Entities, GS Group and Goldman Sachs, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Pursuant to an underwriting agreement, dated February 4, 2016 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, par value $0.001 per share (the "Common Stock"), of Zimmer Biomet Holdings, Inc. (the "Company") pursuant to the final prospectus dated February 4, 2016, which offering was consummated on February 10, 2016 (the "Offering"), the GS Entities sold an aggregate of 3,675,850 shares of Common Stock, with (i) GS Capital selling 1,218,372 shares of Common Stock, (ii) GS Germany selling 43,301 shares of Common Stock, (iii) GS Offshore selling 1,013,398 shares of Common Stock, (continued in footnote 4) (iv) GS Parallel selling 335,030 shares of Common Stock, (v) GS LVB selling 173,833 shares of Common Stock, (vi) GS BMET selling 177,378 shares of Common Stock, (vii) GS BMET Offshore selling 519,133 shares of Common Stock, (viii) GS PEP selling 124,916 shares of Common Stock, (ix) GS 2004 selling 17,726 shares of Common Stock, (x) GS 2005 selling 25,321 shares of Common Stock and (xi) GS IX selling 27,442 shares of Common Stock. The price represents the price paid to the GS Entities by the underwriter. The price to the public in the Offering was $96.45. Effective February 4, 2016, LVB Acquisition Holding, LLC ("LVB Holding") distributed all of its shares of Common Stock of the Company pro rata to its members, including the GS entities, pursuant to the terms of its limited liability company operating agreement. In lieu of distributing fractional interests in Common Stock to its members, cash was distributed to the GS Entities in respect of an aggregate of approximately 4 fractional shares. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Entities. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing partner or investment manager of the GS Entities. GS Group and Goldman Sachs may be deemed to beneficially own indirectly 3,675,858 shares of Common Stock, by reason of the beneficial ownership of such shares by the GS Entities. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 180,716 shares of Common Stock and Goldman Sachs also has open short positions of 169,667 shares of Common Stock, due to exempt transactions. GS Capital beneficially owns directly 1,218,373 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Capital's general partner GSCP VI Advisors, L.L.C. GS Germany beneficially owns directly 43,302 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Germany's general partner Goldman, Sachs Management GP GmbH. GS Offshore beneficially owns directly 1,013,399 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Offshore's general partner GSCP VI Offshore Advisors, L.L.C. GS Parallel beneficially owns directly 335,030 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS Parallel's general partner GS Advisors VI, L.L.C. GS LVB beneficially owns directly 173,834 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS LVB's general partner MBD Advisors, L.L.C. GS BMET beneficially owns directly 177,379 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS BMET's general partner MBD Advisors, L.L.C. GS BMET Offshore beneficially owns directly 519,134 shares of Common Stock, which may be deemed to be beneficially owned indirectly by GS BMET Offshore's general partner MBD 2011 Offshore Advisors, Inc. GS PEP beneficially owns directly 124,916 shares of Common Stock, GS 2004 beneficially owns directly 17,727 shares of Common Stock, GS 2005 beneficially owns directly 25,322 shares of Common Stock and GS IX beneficially owns directly 27,442 shares of Common Stock, each which may be deemed to be beneficially owned indirectly by GSAM Gen-Par, L.L.C., GS PEP's manager and GS 2004, GS 2005 and GS IX's general partner. The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As of February 10, 2016, the Reporting Persons are no longer beneficial owners of more than 10% of the Common Stock of the Company. /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 /s/ Yvette Kosic, Attorney-in-fact 2016-02-12 EX-24 2 pepzimpoa.htm

POWER OF ATTORNEY

 

 

KNOW ALL PERSONS BY THESE PRESENTS that PRIVATE EQUITY PARTNERS 2004 DIRECT INVESTMENT FUND LP (the "Company") does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, 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, 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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

 

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 8th day of February, 2016.

 

 

PRIVATE EQUITY PARTNERS 2004 DIRECT INVESTMENT FUND LP

 

By: GSAM Gen-Par, L.L.C., as General Partner

 

By: /s/ Jonathan Snider                                  

Name: Jonathan Snider

Title: Authorized Signatory

 
 

 

POWER OF ATTORNEY

 

 

KNOW ALL PERSONS BY THESE PRESENTS that PRIVATE EQUITY PARTNERS 2005 DIRECT LP (the "Company") does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, 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, 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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

 

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 8th day of February, 2016.

 

 

 

PRIVATE EQUITY PARTNERS 2005 DIRECT LP

 

By: GSAM Gen-Par, L.L.C., as General Partner

  

By: /s/ Jonathan Snider                                  

Name: Jonathan Snider

Title: Authorized Signatory

 

 
 

 

POWER OF ATTORNEY

 

 

KNOW ALL PERSONS BY THESE PRESENTS that PRIVATE EQUITY PARTNERS IX DIRECT LP (the "Company") does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Ade-Femi Austin and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, 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, 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 person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

 

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.

 

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 8th day of February, 2016.

 

 

 

 

PRIVATE EQUITY PARTNERS IX DIRECT LP

 

By: GSAM Gen-Par, L.L.C. as General Partner

 

 

By: /s/ Jonathan Snider                                  

Name: Jonathan Snider

Title: Authorized Signatory

 

 

 

 

 

   

 

 

 

   

 

 

 

 

 

 
 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008.

 

 

GSCP VI ADVISORS, L.L.C.

 

 

By: /s/ Christine Vollertsen                   

Name: Christine Vollersten

Title: Vice President

 

 
 

POWER OF ATTORNEY

  

KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008.

 

 

GSCP VI OFFSHORE ADVISORS, L.L.C.

 

 

By: Christine Vollertsen                         

Name: Christine Vollertsen

Title: Vice President

 

 

 
 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company") does hereby make, constitute and appoint each of Bruce A. Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and Kevin P. Treanor, (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 April 1, 2008.

 

 

GS ADVISORS VI, L.L.C.

 

 

By: /s/ Christine Vollertsen                   

Name: Christine Vollersten

Title: Vice President

 
 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (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 December 27, 2007.

 

 

GOLDMAN, SACHS MANAGEMENT GP GMBH

 

 

By: /s/ John E. Bowman                                 

Name: John E. Bowman

Title: Managing Director