0000899243-20-017855.txt : 20200817 0000899243-20-017855.hdr.sgml : 20200817 20200630060716 ACCESSION NUMBER: 0000899243-20-017855 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200629 FILED AS OF DATE: 20200629 DATE AS OF CHANGE: 20200630 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSAM Holdings LLC CENTRAL INDEX KEY: 0001736027 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39352 FILM NUMBER: 201000294 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Sponsor II LLC CENTRAL INDEX KEY: 0001816291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39352 FILM NUMBER: 201000295 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GS Acquisition Holdings Corp II CENTRAL INDEX KEY: 0001809987 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: (212) 902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-06-29 0 0001809987 GS Acquisition Holdings Corp II GSAH 0001736027 GSAM Holdings LLC 200 WEST STREET NEW YORK NY 10282 1 0 1 0 0001816291 GS Sponsor II LLC C/O GS ACQUISITION HOLDINGS CORP II 200 WEST STREET NEW YORK NY 10282 1 0 1 0 Class B common stock Class A common stock 20125000 I See Footnotes Employee Fund Interests Class B common stock 1325000 I See Footnotes Shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of GS Acquisition Holdings Corp II (the "Issuer") will automatically convert into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain adjustment, and have no expiration date, as described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-239096). GS Sponsor II LLC (the "Sponsor") directly owns 18,800,000 shares of Class B Common Stock, including 2,625,000 shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full their option to purchase additional units. GSAM Holdings LLC is the managing member of the Sponsor. GS Acquisition Holdings II Employee Participation LLC (the "Employee Participation Vehicle") is managed by a subsidiary of GSAM Holdings LLC and directly owns 1,325,000 shares of Class B Common Stock. GSAM Holdings LLC is a wholly owned subsidiary of The Goldman Sachs Group, Inc. GSAM Holdings LLC may be deemed a beneficial owner of shares held by the Sponsor and the Employee Participation Vehicle but disclaims beneficial ownership of any such shares except to the extent of its respective pecuniary interest therein. The Employee Participation Vehicle has issued certain limited liability interests (the "Employee Fund Interests") to certain individuals associated with GSAM Holdings LLC, including certain individuals associated with the Issuer. The Employee Fund Interests entitle the holders thereof to certain economic interests with respect to the Class B Common Stock held by the Employee Participation Vehicle. Exhibit 24.1 -- Power of Attorney Raanan A. Agus and Tom Knott, each a Managing Director at The Goldman Sachs Group, Inc., the direct parent of GSAM Holdings LLC and the indirect parent of the Sponsor, serves on the board of directors of the Issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of GSAM Holdings LLC and the Sponsor may be deemed a director by deputization with respect to the Issuer on the basis of Mr. Agus and Mr. Knott's service on the Issuer's board of directors. GS SPONSOR II LLC, By: Goldman Sachs Asset Management, L.P., as attorney-in-fact for GS SPONSOR II LLC, By: /s/ Judith Shandling, Compliance Officer 2020-06-29 GSAM HOLDINGS LLC, By: /s/ Judith Shandling, Compliance Officer 2020-06-29 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                               POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

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

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

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

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

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

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 29th day of June, 2020.


                                            GS Sponsor II LLC

                                            By: /s/ Tom Knott
                                            ------------------------------------
                                            Name: Tom Knott
                                            Title: Vice President