0000895345-18-000332.txt : 20181211 0000895345-18-000332.hdr.sgml : 20181211 20181210181050 ACCESSION NUMBER: 0000895345-18-000332 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20181211 DATE AS OF CHANGE: 20181210 GROUP MEMBERS: GOLDMAN SACHS & CO. LLC GROUP MEMBERS: WEST STREET CAPITAL PARTNERS VII - PARALLEL B, L.P. GROUP MEMBERS: WEST STREET CAPITAL PARTNERS VII ADVISORS B, LTD. GROUP MEMBERS: WEST STREET CAPITAL PARTNERS VII ADVISORS, L.L.C. GROUP MEMBERS: WEST STREET CAPITAL PARTNERS VII INVESTMENTS B, L.P. GROUP MEMBERS: WEST STREET CAPITAL PARTNERS VII OFFSHORE INVESTMENTS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MCDERMOTT INTERNATIONAL INC CENTRAL INDEX KEY: 0000708819 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 720593134 STATE OF INCORPORATION: R1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34776 FILM NUMBER: 181227312 BUSINESS ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-870-5000 MAIL ADDRESS: STREET 1: 777 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D 1 ml13d-mcdermott_gsgroup.htm




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

 MCDERMOTT INTERNATIONAL, INC.
(Name of Issuer)
 
 Common Stock, par value $1.00 per share
(Title of Class of Securities)
 
580037703
(CUSIP Number)
 
David S. Thomas, Esq.
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
(212) 902-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
With a copy to:
Mark H. Lucas, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
 

November 29, 2018

(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 13D because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
____________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 



CUSIP No.: 580037703
SCHEDULE 13D
Page 2 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
The Goldman Sachs Group, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF (See Item 3)
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
 13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 7.5% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 HC-CO
 
 
 
 

 *
Reflects (i) 6,773,094 shares of common stock, par value $1.00 per share (the “Common Stock”) of McDermott International, Inc. (the “Issuer”) issuable upon the conversion of the Series A Warrants (the “Warrants”) of the Issuer reported herein and (ii) 7,205,965 shares of Common Stock of the Issuer. The 300,000 shares of 12% Redeemable Preferred Stock (the “Redeemable Preferred Stock”) of the Issuer reported herein are not convertible into Common Stock.
 
**
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Isuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.




CUSIP No.: 580037703
SCHEDULE 13D
Page 3 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 Goldman Sachs & Co. LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC; AF; OO (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 New York
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
  -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 13,979,059 (See Items 3, 4 and 5)*
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 7.5% (See Item 5)**
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 BD-IA
 
 
 
 

*
Reflects (i) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants of the Issuer reported herein and (ii) 7,205,965 shares of Common Stock of the Issuer. The 300,000 shares of Redeemable Preferred Stock of the Issuer reported herein are not convertible into Common Stock.
 
**
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 

 

CUSIP No.: 580037703
SCHEDULE 13D
Page 4 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 West Street Capital Partners VII Offshore Investments, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
  WC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
  3,248,421 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 3,248,421 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 3,248,421 (See Items 3, 4 and 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 1.7% (See Item 5)*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

*
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 

 

CUSIP No.: 580037703
SCHEDULE 13D
Page 5 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 West Street Capital Partners VII - Parallel B, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WIPNTH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
 80,848 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 80,848 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 80,848 (See Items 3, 4 and 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 0.0% (See Item 5)*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

*
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 

 

CUSIP No.: 580037703
SCHEDULE 13D
Page 6 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 West Street Capital Partners VII Investments B, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 WC (See Item 3)
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
 3,443,825 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 3,443,825 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 3,443,825 (See Items 3, 4 and 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 1.8% (See Item 5)*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 PN
 
 
 
 

*
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 

 

CUSIP No.: 580037703
SCHEDULE 13D
Page 7 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 West Street Capital Partners VII Advisors, L.L.C.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF (See Item 3)
 
 
 
 
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
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
 3,248,421 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 3,248,421 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 3,248,421 (See Items 3, 4 and 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 1.7% (See Item 5)*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 

*
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 

 

CUSIP No.: 580037703
SCHEDULE 13D
Page 8 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 West Street Capital Partners VII Advisors B, Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
 AF (See Item 3)
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
 -0-
 
 
 
 
8
SHARED VOTING POWER
 
 
 3,524,673 (See Items 3, 4 and 5)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
 -0-
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
 3,524,673 (See Items 3, 4 and 5)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 3,524,673 (See Items 3, 4 and 5)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 1.9% (See Item 5)*
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
 OO
 
 
 
 
 
*
The calculation is based on the 187,388,924 shares of Common Stock of the Issuer outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock of the Issuer outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock of the Issuer issuable upon the conversion of the Warrants reported herein.
 


Item 1. Security and Issuer.

This Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $1.00 per share (the “Common Stock”) of McDermott International, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 757 N. Eldridge Parkway, Houston, Texas 77079.
Item 2. Identity and Background.

(a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:

i.  
The Goldman Sachs Group, Inc., a Delaware corporation (“GS Group”);
ii.  
Goldman Sachs & Co. LLC, a New York limited liability company (“Goldman Sachs”);
iii.  
West Street Capital Partners VII Offshore Investments, L.P., a Cayman Island exempted limited partnership (the “Initial Purchaser”);
iv.  
West Street Capital Partners VII - Parallel B, L.P., a Cayman Islands exempted limited partnership (“WSCP Parallel”);
v.  
West Street Capital Partners VII Investments B, L.P., a Delaware limited partnership (“WSCP Investments” and together with the Initial Purchaser and WSCP Parallel, the “Purchasers”);
vi.  
West Street Capital Partners VII Advisors, L.L.C., a Delaware limited liability company (“WSCP Advisors”); and
vii.  
West Street Capital Partners VII Advisors B, Ltd., a Cayman Islands limited liability company (“WSCP Advisors B” and together with the entities listed in (i) through (vi), the “Reporting Persons”).

Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the Purchasers. WSCP Advisors is the general partner of the Initial Purchaser. WSCP Advisors B is the general partner of WSCP Parallel and WSCP Investments.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1.

(b) The address of the principal business office of each of GS Group, Goldman Sachs, the Initial Purchaser, WSCP Parallel and WSCP Investments is 200 West Street, New York, NY 10282-2198. The address of the principal business office of each of WSCP Advisors and WSCP Advisors B is Maples Fiduciary Services (Delaware) Inc. 4001 Kennett Pike, Suite 302, Wilmington, Delaware, 19807.
(c) GS Group is a bank holding company that (directly and indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking, securities and investment management firm. Goldman Sachs is an investment banking firm and a member of the New York Stock Exchange (“NYSE”) and other national exchanges.
 
The Purchasers were formed for the purpose of investing in equity, equity-related and similar securities or instruments, including debt or other securities or instruments with equity-like returns or an equity component.

WSCP Advisors is principally engaged in the business of being the general partner of the Initial Purchaser.

WSCP Advisors B is principally engaged in the business of being the general partner of WSCP Parallel and WSCP Investments.

The 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.

The name, business address, present principal occupation or employment and citizenship of each director of (i) WSCP Advisors and (ii) WSCP Advisors B are set forth in Schedule II-A hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment and citizenship of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs, which is responsible for making all investment decisions for the Purchasers in connection with the role of Goldman Sachs as investment manager of the Purchasers, are set forth in Schedule II-B hereto and are incorporated herein by reference.
(d)–(e) During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Schedule III 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.
Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in or incorporated by reference in Items 4, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
As more fully described herein, on October 30, 2018 the Issuer and the Initial Purchaser entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Issuer agreed to issue and sell to the Initial Purchaser and the Initial Purchaser agreed to purchase (the “Private Placement”) (1) 300,000 shares of Redeemable Preferred Stock, par value $1.00 per share, and (2) Warrants to purchase 6,773,094 shares of Common Stock, with an initial exercise price per share of $0.01, for aggregate proceeds of $289,500,000, before payment of placement fees and related costs and expenses. Prior to the closing of the Private Placement (the “Closing”), the Initial Purchaser assigned a portion of its rights and obligations under the Purchase Agreement to the other Purchasers.
On November 29, 2018 (the “Closing Date”), the Private Placement closed and the Purchasers acquired (i) 300,000 shares of Redeemable Preferred Stock, par value $1.00 per share and (ii) Warrants to purchase 6,773,094 shares of Common Stock, par value $1.00 per share.
The funds used by the Purchasers to purchase the Redeemable Preferred Stock and the Warrants were funded from the working capital of the Purchasers and capital contributions from investors in the Purchasers.
References to and descriptions of the Purchase Agreement set forth above in this Item 3 do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 1 hereto and incorporated herein by this reference.
The funds for Common Stock acquired in ordinary course trading activities by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group and reported as beneficially owned in this Schedule 13D came from the working capital of Goldman Sachs or such other subsidiary. The funds for Common Stock which may be deemed to be beneficially owned by the Reporting Persons held in client accounts, if any, with respect to which Goldman Sachs or another wholly-owned subsidiary of GS Group or their employees have investment discretion (“Managed Accounts”) came from client funds. The Reporting Persons disclaim beneficial ownership of shares of Common Stock held in Managed Accounts.
Item 4. Purpose of Transaction.

The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Securities Purchase Agreement
On the Closing Date, the Issuer completed the Private Placement of (1) 300,000 shares of Redeemable Preferred Stock, par value $1.00 per share, and (2) the Warrants to purchase 6,773,094 shares of Common Stock of the Issuer, par value $1.00 per share, with an initial exercise price per share of $0.01, for aggregate proceeds of $289,500,000, before payment of placement fees and related costs and expenses. These securities were issued pursuant to the Purchase Agreement. Prior to the Closing, the Initial Purchaser assigned a portion of its rights and obligations under the Purchase Agreement to the other Purchasers. The Issuer intends to use the proceeds from the Private Placement for general corporate purposes, including the funding of working capital requirements.
Warrant Agreement
Pursuant to the Purchase Agreement, on the Closing Date, the Issuer entered into a Warrant Agreement (the “Warrant Agreement”) with Computershare Inc. and Computershare Trust Company, N.A., to, among other things, authorize and establish the terms of the Warrants, subject to certain adjustments described below. The Warrants are exercisable at any time after the earlier of (1) any Change of Control (as defined in the Certificate of Designation (as described below) relating to the Redeemable Preferred Stock) or the commencement of proceedings for the voluntary or involuntary dissolution, liquidation or winding up of the Issuer and (2) the first anniversary of the Closing Date, and from time to time, in whole or in part, until the tenth anniversary of the Closing Date.
The exercise price and the number of shares of Common Stock for which a Warrant is exercisable are subject to adjustment from time to time upon the occurrence of certain events including: (1) payment of a dividend or distribution to holders of shares of Common Stock payable in Common Stock, (2) the distribution of any rights, options or warrants to all holders of Common Stock entitling them for a period of not more than 60 days to purchase shares of Common Stock at a price per share less than the fair market value per share, (3) a subdivision, combination, or reclassification of Common Stock, (4) a distribution to all holders of Common Stock of cash, any shares of the Issuer’s capital stock (other than Common Stock), evidences of indebtedness or other assets of the Issuer, and (5) any dividend of shares of a subsidiary of the Issuer in a spin-off transaction.
Registration Rights Agreement
Pursuant to the Purchase Agreement, on the Closing Date, the Issuer entered into a Registration Rights Agreement with the holders of the Warrants (the “Registration Rights Agreement”). The Registration Rights Agreement grants the holders of the Warrants certain registration rights for the shares of Common Stock issuable upon the exercise of the Warrants. The Registration Rights Agreement provides that the Issuer will use its commercially reasonable efforts to prepare and file a shelf registration statement with the U.S. Securities and Exchange Commission (the “SEC”) within 90 days after the date of the Closing and to cause such shelf registration statement to be declared effective as soon as practicable after its filing (but in any event by the first anniversary of the Closing Date) to permit the public resale of registrable securities covered by the Registration Rights Agreement.
The Issuer will generally be required to effect registrations for up to two underwritten offerings, provided that any such offering involves at least $25 million of registrable securities. The Issuer has generally agreed to pay the related registration expenses and has also agreed to indemnify the holders of the Warrants for certain liabilities arising from such registrations.
Any securities described in this Schedule 13D that have been offered or are to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Certificate of Designation
In connection with the Closing, the Issuer established the rights and preferences of the shares of the Redeemable Preferred Stock pursuant to a Certificate of Designation (the “Certificate of Designation”), which are in addition to any rights and preferences of the Issuer’s preferred stock provided for in the Issuer’s Articles of Incorporation (as defined below). The Redeemable Preferred Stock ranks senior to the Common Stock with respect to the payment of dividends and distribution of assets upon liquidation, dissolution and winding up.
Dividends and Maturity
The Redeemable Preferred Stock initially has an Accreted Value (as defined in the Certificate of Designation) of $1,000 per share. The holders of record of the Redeemable Preferred Stock (the “Holders”) are entitled to receive cumulative compounding preferred cash dividends quarterly in arrears at a fixed rate of 12.0% per annum compounded quarterly (of which 3.0% accrues each quarter) on the Accreted Value per share (the “Dividend Rate”). The cash dividends are payable only when, as and if declared by the Issuer’s Board of Directors out of funds legally available therefor. If a cash dividend is not declared and paid in respect of any dividend payment period ending on or prior to December 31, 2021, then the Accreted Value of each outstanding share of Redeemable Preferred Stock will automatically be increased by the amount of the dividend otherwise payable for such dividend payment period, except that the applicable dividend rate for this purpose is 13.0% per annum. Such automatic increase in the Accreted Value of each outstanding share of Redeemable Preferred Stock is in full satisfaction of the preferred dividend that would have otherwise accrued for such dividend payment period. If the Issuer fails to pay in full any cash dividends when due and payable for any quarter after December 31, 2021, then the Holders will be entitled to additional rights, as described below.
The Redeemable Preferred Stock has no stated maturity and will remain outstanding indefinitely unless repurchased or redeemed by the Issuer.
Liquidation Right
The Redeemable Preferred Stock has a liquidation preference equal to the then-applicable Minimum Return (the “Liquidation Preference”) plus accrued and unpaid dividends. The Liquidation Preference is initially equal to $1,200. The “Minimum Return” is equal to a multiple of MOIC (as defined in the Certificate of Designation) as follows, exclusive of cash dividends previously paid:
prior to January 1, 2020, a MOIC multiple of 1.20;
on or after January 1, 2020 but prior to January 1, 2022, a MOIC multiple of 1.25;
on or after January 1, 2022 but prior to January 1, 2023, a MOIC multiple of 1.20;
on or after January 1, 2023 but prior to January 1, 2025, a MOIC multiple of 1.15; and
on or after January 1, 2025, a MOIC multiple of 1.20.
Optional Redemption
The Issuer may redeem the Redeemable Preferred Stock at any time for an amount per share of Redeemable Preferred Stock equal to the Liquidation Preference of each such share plus all accrued dividends on such share (such amount per share, the “Redemption Consideration”).
Holder Redemption Right
At any time after the seventh anniversary of the Closing Date, each Holder may elect to have the Issuer fully redeem such Holder’s then-outstanding Redeemable Preferred Stock in cash, to the extent the Issuer has funds legally available therefor, at a redemption price per share equal to the Redemption Consideration for each share.
Change of Control
Upon a change of control (as defined in the Certificate of Designation), if the Issuer has not previously redeemed the Redeemable Preferred Stock as described under “—Optional Redemption” and the Holders of a majority of the then-outstanding Redeemable Preferred Stock do not agree with the Issuer to an alternative treatment, then in connection with such change of control, each Holder may elect either: (1) to cause the Issuer to redeem all, but not less than all, of its outstanding Redeemable Preferred Stock at a redemption price per share equal to the Redemption Consideration, which will be payable in full in cash or, if any of the 10.625% senior notes due 2024 issued by certain of the Issuer’s subsidiaries (and guaranteed by the Issuer) are then outstanding, payable partially in cash in an amount equal to 101% of the Share Purchase Price (as defined in the Certificate of Designation) (or such lower amount as may be required under the indenture governing such senior notes) and the remainder in Common Stock based on a per share price equal to 96% of the volume-weighted average price of the Issuer’s Common Stock on the NYSE during the 10 trading days prior to the announcement of such change of control; (2) to receive a substantially equivalent security to the Redeemable Preferred Stock in the surviving entity of the change of control; or (3) to continue to hold the Redeemable Preferred Stock if the Issuer is the surviving entity in the change of control. However, any such redemption in cash will be tolled until a date that will not result in the Redeemable Preferred Stock being characterized as “disqualified stock,” “disqualified equity interest” or a similar concept under the Issuer’s debt instruments.
Consent Rights; Board Observer
So long as there are any shares of Redeemable Preferred Stock outstanding, the consent of the Holders of a majority of the then-outstanding shares of Redeemable Preferred Stock will be necessary for the Issuer or any of the Issuer’s wholly owned subsidiaries to effect, subject to certain exceptions: (1) any amendment, modification, alteration or supplement to the Issuer’s Articles of Incorporation or the Certificate of Designation in a manner that would adversely affect the rights, preferences, privileges or power of the Redeemable Preferred Stock; (2) the issuance of stock senior to or on parity with the Redeemable Preferred Stock, or convertible or exercisable into such senior or parity stock, or preferred stock that would share voting rights with the Redeemable Preferred Stock; (3) a filing for bankruptcy or certain comparable actions; (4) certain distributions on or repurchases of the Common Stock or junior stock; (5) the incurrence of indebtedness that would cause the Issuer to exceed a specified leverage ratio; (6) the entry into or amendment of certain debt agreements that would expressly prohibit or be more restrictive on dividends or redemption payments on the Redeemable Preferred Stock than those existing on the Closing Date; (7) the entry into a change of control transaction if the Issuer’s debt agreements would prohibit or otherwise prevent the redemption contemplated under “—Change of Control” above, unless the Issuer redeems or otherwise satisfies the Redeemable Preferred Stock in cash at the Minimum Return plus accrued and unpaid dividends prior to or concurrently with such change of control transaction; (8) certain restricted payments and payments on junior priority indebtedness; (9) certain equity issuances of subsidiaries or, if prohibited under the Issuer’s debt agreements, the formation of certain subsidiaries or the making of certain investments; or (10) certain transactions with affiliates.
For as long as the Purchasers own at least 51% of the outstanding shares of the Redeemable Preferred Stock, the Purchasers will be entitled to designate one board observer to attend meetings of the Issuer’s Board of Directors, except during the term of office of any Preferred Director (as defined below). For so long as the Purchasers own at least 25% but less than 51% of the outstanding shares of the Redeemable Preferred Stock, other than during the term of office of any Preferred Director, the Purchasers will be entitled to receive, upon request, the same materials that a board observer would have received but will not be entitled to attend meetings of the Issuer’s Board of Directors.
Additional Holder Rights
If the Issuer fails to pay in full any cash dividends when due and payable for any quarter after December 31, 2021, then, until such failure is cured by payment in full of all arrearages: (1) dividends on the Redeemable Preferred Stock will thereafter accrue at the Dividend Rate plus an additional 0.25% per dividend payment period (1.0% per annum) upon each such failure up to an additional 1.0% per dividend payment period (4.0% per annum) in the aggregate (the “Payment Default Rate”); and (2) the amount of such accrued but unpaid cash dividends will constitute arrearages that accrue and accumulate (and compound quarterly) at the Dividend Rate plus the Payment Default Rate until paid.
Furthermore, if the Issuer fails to pay in cash the quarterly dividend in respect of any two consecutive quarters after December 31, 2021 or if at any time the Issuer fails to redeem the Redeemable Preferred Stock in cash as required by the Certificate of Designation in connection with a Holder’s exercise of its redemption right or in connection with a change of control, then a majority of the Holders of the then-outstanding shares of Redeemable Preferred Stock, voting as a separate class, will be entitled to elect one director (the “Preferred Director”) to the Issuer’s Board of Directors to serve until such time as all such dividends in arrears or redemption payments, as applicable, have been paid in full in cash.
Preferred Stock Rights and Preferences under the Articles of Incorporation
The Issuer’s amended and restated articles of incorporation, as amended (the “Articles of Incorporation”), provide for certain rights and preferences of any outstanding class of the Issuer’s preferred stock, including:
restrictions on: (1) if the Issuer has failed to pay dividends on any preferred stock, redemptions or repurchases of less than all of the then-outstanding preferred stock until such failure is cured; (2) certain distributions on or repurchases of the Common Stock or junior stock; (3) any amendment, alteration or repeal of the preferred stock provisions of the articles of incorporation or the authorizing resolutions of the preferred stock in a manner that adversely affects the preferences, rights or powers of the preferred stock; and (4) the creation of stock senior to preferred stock; and
if dividends payable on any series of preferred stock (including the Redeemable Preferred Stock) remain unpaid in an aggregate amount equivalent to six full quarterly dividends, then the holders of preferred stock, voting as a separate class, would be entitled to elect two directors. The Certificate of Designation will state that the Preferred Director will constitute one of those two directors.
References to and descriptions of the Purchase Agreement, the Warrant Agreement, the Registration Rights Agreement, the Certificate of Designation, the Articles of Incorporation, the Redeemable Preferred Stock, the Warrants and the Common Stock set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, the Warrant Agreement, the Registration Rights Agreement, the Certificate of Designation, and the Articles of Incorporation, which are attached as Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4 and Exhibit 5 hereto and incorporated herein by this reference.
Other than as described above, none of the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, without independent verification, any of the persons listed in Schedule I, Schedule II-A and Schedule II-B hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of the Issuer as a means of enhancing unitholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein, including, without limitation, such matters as acquiring additional securities of the Issuer or disposing of securities of the Issuer; entering into an extraordinary transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; selling or transferring a material amount of assets of the Issuer or any of its subsidiaries; changing the present board of directors or management of the Issuer, including changing the number or term of directors or filling any existing vacancies on the board of directors of the Issuer; materially changing the present capitalization or distribution policy of the Issuer; materially changing the Issuer’s business or structure; changing the Issuer’s articles of amalgamation or instruments corresponding thereto or taking other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; and taking any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a)-(b) The following disclosure assumes there are 187,388,924 shares of Common Stock outstanding, which includes (i) per the Issuer, 180,615,830 shares of Common Stock outstanding as of November 29, 2018 and (ii) 6,773,094 shares of Common Stock issuable upon the conversion of the Warrants reported herein.

As of December 6, 2018, GS Group and Goldman Sachs may be deemed to share beneficial ownership of an aggregate of 13,979,059 shares of Common Stock, consisting of (i) 6,773,094 shares of Common Stock issuable upon the conversion of the Warrants of the Issuer reported herein, (ii) 7,147,613 shares of Common Stock acquired by Goldman Sachs or another wholly-owned broker or dealer subsidiary of GS Group in ordinary course trading activities and (iii) 58,352 shares of Common Stock held in Managed Accounts, representing 7.5% of the total number of shares of Common Stock.

Pursuant to Rule 13d-3 under the Act, following the Closing Date, the Reporting Persons may be deemed to share voting and dispositive power with respect to any Common Stock beneficially owned by the Purchasers.
Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of the Purchasers. WSCP Advisors is the general partner of the Initial Purchaser. WSCP Advisors B is the general partner of WSCP Parallel and WSCP Investments. To the best knowledge of the Reporting Persons, no person named in Schedule I, Schedule II-A or Schedule II-B is the beneficial owner of any Common Stock.

In accordance with the SEC Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.
 
(c) Except as set forth in this Item 5, Schedule IV sets forth each transaction in the Common Stock which were effected by any Reporting Person during the 60-day period from October 7, 2018 through December 6, 2018. The transactions in the Common Stock set forth on Schedule IV were effected on the NYSE or in the over-the-counter market.
Except for the Private Placement and as otherwise described on Schedule IV, no transactions in the Common Stock were effected by any Reporting Person or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule I, Schedule II-A or Schedule II-B during the 60-day period from October 7, 2018 through December 6, 2018.
 
(d)  Except for clients of Goldman Sachs or another investment advisor subsidiary of GS Group who may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock, if any, held in Managed Accounts, no person, other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Stock beneficially owned by the Reporting Persons and described in this Item 5.
(e) Not applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Goldman Sachs or another subsidiary of GS Group (collectively, “GS”) may, from time to time, in the ordinary course of business, including as a broker, dealer, bank or investment advisor, (i) be party to, enter into or unwind certain cash settled equity derivatives or similar contractual arrangements which provide indirect economic exposure to, but do not give GS direct or indirect voting, investment or dispositive power over, securities of the Issuer (the “Contracts”), and/or (ii) buy, sell and/or hold securities of the Issuer, which, in each of (i) and (ii), may be significant in amount. The profit, loss and/or return on such Contracts and transactions may be wholly or partially dependent on the market value of the securities of the Issuer, the relative value of securities of the Issuer in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which the securities of the Issuer may be included, or a combination of any of the foregoing. Accordingly, GS disclaims any beneficial ownership in the securities that may be referenced in such Contracts and transactions.

Item 7. Material to be Filed as Exhibits.

Exhibit No.
Description
   
1
   
2
   
3
   
4
   
5
   
24.1
Power of Attorney, relating to The Goldman Sachs Group, Inc. (filed herewith).
   
24.2
Power of Attorney, relating to Goldman Sachs & Co. LLC (filed herewith).
   
24.3
Power of Attorney, relating to West Street Capital Partners VII Offshore Investments, L.P. (filed herewith).
   
24.4
Power of Attorney, relating to West Street Capital Partners VII - Parallel B, L.P. (filed herewith).
   
24.5
Power of Attorney, relating to West Street Capital Partners VII Investments B, L.P. (filed herewith).
   
24.6
Power of Attorney, relating to West Street Capital Partners VII Advisors, L.L.C. (filed herewith).
   
24.7
Power of Attorney, relating to West Street Capital Partners VII Advisors B, Ltd. (filed herewith).
   
99.1
Joint Filing Agreement (filed herewith).



SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 10, 2018
 
 
The Goldman Sachs Group, Inc.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
Goldman Sachs & Co. LLC
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
West Street Capital Partners VII Offshore Investments, L.P.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
West Street Capital Partners VII - Parallel B, L.P.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
West Street Capital Partners VII Investments B, L.P.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
West Street Capital Partners VII Advisors, L.L.C.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 


 
 
West Street Capital Partners VII Advisors B, Ltd.
 
     
 
By:
/s/ Yvette Kosic
 
  Name:
Yvette Kosic
 
  Title:      
Attorney in Fact
 




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. LLC, 200 West Street, New York, New York 10282.

Each person is a citizen of the United States of America except for Lakshmi N. Mittal, who is a citizen of India, Mark O. Winkelman, who is a citizen of the Netherlands, and Adebayo O. Ogunlesi is also a citizen of Nigeria. The present principal occupation or employment of each of the listed persons is set forth below.
 
Name
Present Principal Occupation
   
Lloyd C. Blankfein
Chairman of the Board of The Goldman Sachs Group, Inc.
   
David M. Solomon
Chief Executive Officer of The Goldman Sachs Group, Inc.
   
M. Michele Burns
Former Chairman and CEO, Mercer LLC; Former CFO of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.
   
Drew G. Faust
Former President of Harvard University
   
Mark A. Flaherty
Former Vice Chairman, Wellington Management Company
   
William W. George
Senior Fellow at the Harvard Business School and Former Chairman and Chief Executive Officer of Medtronic, Inc.
   
James A. Johnson
Chairman of Johnson Capital Partners
   
Ellen J. Kullman
Former Chair and Chief Executive Officer of DuPont
   
Lakshmi N. Mittal
Chairman and Chief Executive Officer of ArcelorMittal S.A.
   
Adebayo O. Ogunlesi
Chairman and Managing Partner of Global Infrastructure Partners
   
Peter Oppenheimer
Former Senior Vice President and Chief Financial Officer of Apple, Inc.
   
David A. Viniar
Former Chief Financial Officer of The Goldman Sachs Group, Inc.
   
Mark O. Winkelman
Private Investor
   




SCHEDULE II-A

The name and present principal occupation of each director of (i) West Street Capital Partners VII Advisors, L.L.C. and (ii) West Street Capital Partners VII Advisors B, Ltd. are set forth below.

The business address for all the directors listed below is c/o Maples Fiduciary – Maples Fiduciary Services (Cayman) Limited, PO Box 1093, Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman Islands.

All directors listed below are United States citizens, except as follows: Charles Thomas is a citizen of the United Kingdom.

Name
Present Principal Occupation 
Charles Thomas
Director
Scott Huff
Director
Daniel Grugan
Director









SCHEDULE II-B

The name and present principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs & Co. LLC, which is responsible for making all investment decisions for (i) West Street Capital Partners VII Offshore Investments, L.P., (ii) West Street Capital Partners VII - Parallel B, L.P. and (iii) West Street Capital Partners VII Investments B, L.P. in connection with the role of Goldman Sachs as  investment manager of the Purchasers, are set forth below.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of each of Michael Bruun, Martin A. Hintze, Matthias Hieber, James Reynolds and Andrew E. Wolff is Peterborough Court, 133 Fleet Street, London EC4A 2BB, England. The business address of Stephanie Hui is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of Mitchell S. Weiss is 30 Hudson Street, Jersey City, NJ 07302-4699.

All members listed below are United States citizens, except as follows: Alex Golten and Stephanie Hui are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Martin A. Hintze and Oliver Thym are citizens of Germany; Matthias Hieber is a citizen of Austria; Nicole Agnew is a citizen of Canada; and Michael Bruun is a citizen of Denmark.

Name
Present Principal Occupation 
Richard A. Friedman 
Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew
Managing Director of Goldman Sachs & Co. LLC
Michael Bruun
Managing Director of Goldman, Sachs International
Thomas G. Connolly 
Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton
Managing Director of Goldman Sachs & Co. LLC
Joe DiSabato 
Managing Director of Goldman Sachs & Co. LLC
Elizabeth C. Fascitelli 
Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot 
Managing Director of Goldman Sachs & Co. LLC
Alex Golten
Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross 
Managing Director of Goldman Sachs & Co. LLC
Matthias Hieber
Managing Director of Goldman, Sachs International
Martin A Hintze 
Managing Director of Goldman, Sachs International
Stephanie Hui 
Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones 
Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester 
Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz 
Managing Director of Goldman Sachs & Co. LLC
Yael Levy
Managing Director of Goldman Sachs & Co. LLC
Jo Natauri
Managing Director of Goldman Sachs & Co. LLC
Sumit Rajpal 
Managing Director of Goldman Sachs & Co. LLC
James Reynolds 
Managing Director of Goldman, Sachs International
Michael Simpson
Managing Director of Goldman Sachs & Co. LLC
David Thomas
Managing Director of Goldman Sachs & Co. LLC
Oliver Thym
Managing Director of Goldman Sachs & Co. LLC
Mitchell S. Weiss
Managing Director of Goldman Sachs & Co. LLC
Andrew E. Wolff 
Managing Director of Goldman, Sachs International
Raymond Filocoma
Managing Director of Goldman Sachs & Co. LLC




SCHEDULE III
The Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) conducted inadequate due diligence in certain offerings and, as a result, failed to form a reasonable basis for believing the truthfulness of certain material representations in official statements issued in connection with those offerings. This resulted in Goldman Sachs offering and selling municipal securities on the basis of materially misleading disclosure documents. The SEC alleged that Goldman Sachs willfully violated Section 17(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The violations discussed in the Order were self-reported by Goldman Sachs to the SEC pursuant to the Division of Enforcement’s Municipalities Continuing Disclosure Cooperation Initiative. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act and Section 15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 18, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act; (II) paid a civil money penalty in the amount of $500,000 on June 25, 2015; and (III) shall comply with the undertakings enumerated in the Order, including retaining an independent consultant to conduct a review of Goldman Sachs’s policies and procedures as they relate to municipal securities underwriting due diligence and requires Goldman Sachs to adopt the independent consultant’s recommendations (unless the SEC finds a recommendation unduly burdensome, impractical, or inappropriate, in which case Goldman Sachs shall not be required to abide by, adopt, or implement that recommendation).

The SEC has alleged that Goldman Sachs did not have a system of risk management controls and supervisory procedures reasonably designed to manage the financial, regulatory, and other risks of market access in relation to its listed equity options business, which contributed to the entry of erroneous electronic options orders on multiple options exchanges on August 20, 2013. The SEC alleged that Goldman Sachs willfully violated Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder in relation to its controls and supervisory procedures addressing (I) the entry of orders that exceed appropriate pre-set credit or capital thresholds; (II) the entry of erroneous orders that exceed appropriate price or size parameters or that indicate duplicative orders; and (III) the management of software changes that impact order flow. Without admitting or denying the violations, Goldman Sachs consented to the entry of an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order on June 30, 2015 by the SEC pursuant to which Goldman Sachs: (I) shall cease and desist from committing or causing any violations and any future violations of Section 15(c)(3) of the Exchange Act and Rule 15c3-5 thereunder; (II) is censured; and (III) paid a total civil money penalty of $7 million on June 30, 2015.

The SEC has alleged that Goldman Sachs violated Regulation SHO under the Exchange Act by improperly relying Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b) (1)(iii) thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered certain remedial acts taken by Goldman Sachs.




SCHEDULE IV


TRADE DATE
BUY (B) / SELL (S)
QUANTITY
PRICE ($)
12/6/2018
S
100
7.345
12/6/2018
S
100
7.435
12/6/2018
S
100
7.455
12/6/2018
S
100
7.465
12/6/2018
S
100
7.485
12/6/2018
S
100
7.495
12/6/2018
S
100
7.505
12/6/2018
S
100
7.505
12/6/2018
S
100
7.565
12/6/2018
S
100
7.575
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.765
12/6/2018
S
100
7.785
12/6/2018
S
100
8.015
12/6/2018
S
100
7.455
12/6/2018
B
100
7.72
12/6/2018
S
3
7.45
12/6/2018
S
97
7.45
12/6/2018
B
100
7.27
12/6/2018
B
98
7.56
12/6/2018
S
100
7.43
12/6/2018
S
100
7.44
12/6/2018
S
100
7.46
12/6/2018
B
100
7.46
12/6/2018
S
100
7.51
12/6/2018
B
29
7.32
12/6/2018
B
100
8.02
12/6/2018
B
100
7.74
12/6/2018
B
71
7.44
12/6/2018
B
100
7.49
12/6/2018
B
100
7.5
12/6/2018
B
100
7.54
12/6/2018
S
100
7.55
12/6/2018
B
100
7.4
12/6/2018
S
100
7.6
12/6/2018
S
100
7.28
12/6/2018
S
100
7.415
12/6/2018
S
100
7.43
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.52
12/6/2018
S
100
7.535
12/6/2018
S
100
7.54
12/6/2018
S
100
7.56
12/6/2018
S
100
7.56
12/6/2018
S
100
7.605
12/6/2018
S
100
7.61
12/6/2018
B
700
7.4706
12/6/2018
S
1200
7.5517
12/6/2018
S
200
8.0301
12/6/2018
S
24466
7.61
12/6/2018
B
100
7.53
12/6/2018
B
23
7.52
12/6/2018
B
100
7.53
12/6/2018
B
100
7.54
12/6/2018
B
100
7.54
12/6/2018
B
100
7.55
12/6/2018
B
100
7.57
12/6/2018
B
100
7.57
12/6/2018
B
100
7.56
12/6/2018
B
29
7.58
12/6/2018
B
100
8.01
12/6/2018
B
100
7.57
12/6/2018
B
100
8.01
12/6/2018
S
25
7.6
12/6/2018
S
75
7.51
12/6/2018
S
100
7.29
12/6/2018
S
100
7.29
12/6/2018
S
100
7.42
12/6/2018
S
100
7.45
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.48
12/6/2018
S
100
7.5
12/6/2018
S
100
7.5
12/6/2018
S
100
7.52
12/6/2018
S
100
7.54
12/6/2018
S
100
7.54
12/6/2018
S
100
7.54
12/6/2018
S
100
7.58
12/6/2018
S
100
7.58
12/6/2018
S
100
7.67
12/6/2018
S
100
7.68
12/6/2018
S
100
7.68
12/6/2018
S
100
7.75
12/6/2018
S
100
7.84
12/6/2018
S
100
7.99
12/6/2018
S
100
8.02
12/6/2018
S
200
7.51
12/6/2018
S
200
7.8
12/6/2018
S
200
7.84
12/6/2018
S
425
7.51
12/6/2018
S
1
7.5
12/6/2018
S
1
7.6
12/6/2018
S
2
7.45
12/6/2018
S
2
7.5
12/6/2018
S
2
7.6
12/6/2018
S
3
7.44
12/6/2018
S
3
7.605
12/6/2018
S
4
7.48
12/6/2018
S
4
7.66
12/6/2018
S
7
7.5
12/6/2018
S
13
7.605
12/6/2018
S
16
7.41
12/6/2018
S
20
7.49
12/6/2018
S
35
7.455
12/6/2018
S
33
8.01
12/6/2018
S
33
8.01
12/6/2018
S
36
7.605
12/6/2018
S
38
7.52
12/6/2018
S
40
7.52
12/6/2018
S
41
7.59
12/6/2018
S
46
7.41
12/6/2018
S
46
7.41
12/6/2018
S
46
7.41
12/6/2018
S
50
7.53
12/6/2018
S
54
7.35
12/6/2018
S
54
7.41
12/6/2018
S
54
7.41
12/6/2018
S
54
7.41
12/6/2018
S
60
7.52
12/6/2018
S
62
7.42
12/6/2018
S
58
7.96
12/6/2018
S
62
7.52
12/6/2018
S
65
7.48
12/6/2018
S
69
7.35
12/6/2018
S
67
8.01
12/6/2018
S
67
8.01
12/6/2018
S
75
7.42
12/6/2018
S
77
7.35
12/6/2018
S
80
7.49
12/6/2018
S
84
7.41
12/6/2018
S
84
7.605
12/6/2018
S
87
7.605
12/6/2018
S
97
7.44
12/6/2018
S
95
7.6
12/6/2018
S
97
7.485
12/6/2018
S
100
7.28
12/6/2018
S
100
7.34
12/6/2018
S
100
7.345
12/6/2018
S
96
7.66
12/6/2018
S
96
7.66
12/6/2018
S
97
7.605
12/6/2018
S
98
7.545
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.41
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.42
12/6/2018
S
100
7.425
12/6/2018
S
100
7.425
12/6/2018
S
100
7.425
12/6/2018
S
99
7.5
12/6/2018
S
100
7.43
12/6/2018
S
100
7.44
12/6/2018
S
100
7.44
12/6/2018
S
100
7.44
12/6/2018
S
100
7.44
12/6/2018
S
100
7.44
12/6/2018
S
100
7.45
12/6/2018
S
100
7.45
12/6/2018
S
100
7.45
12/6/2018
S
100
7.45
12/6/2018
S
100
7.455
12/6/2018
S
100
7.455
12/6/2018
S
100
7.455
12/6/2018
S
100
7.455
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.46
12/6/2018
S
100
7.48
12/6/2018
S
100
7.48
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.49
12/6/2018
S
100
7.495
12/6/2018
S
100
7.5
12/6/2018
S
100
7.505
12/6/2018
S
100
7.505
12/6/2018
S
100
7.505
12/6/2018
S
100
7.51
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.52
12/6/2018
S
100
7.53
12/6/2018
S
100
7.53
12/6/2018
S
100
7.54
12/6/2018
S
100
7.54
12/6/2018
S
100
7.54
12/6/2018
S
100
7.545
12/6/2018
S
100
7.545
12/6/2018
S
100
7.55
12/6/2018
S
100
7.55
12/6/2018
S
100
7.555
12/6/2018
S
100
7.57
12/6/2018
S
100
7.575
12/6/2018
S
100
7.575
12/6/2018
S
100
7.58
12/6/2018
S
100
7.58
12/6/2018
S
100
7.6
12/6/2018
S
100
7.6
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.605
12/6/2018
S
100
7.61
12/6/2018
S
100
7.615
12/6/2018
S
100
7.625
12/6/2018
S
100
7.625
12/6/2018
S
100
7.625
12/6/2018
S
100
7.645
12/6/2018
S
100
7.66
12/6/2018
S
100
7.66
12/6/2018
S
100
7.67
12/6/2018
S
100
7.67
12/6/2018
S
100
7.67
12/6/2018
S
100
7.67
12/6/2018
S
100
7.67
12/6/2018
S
100
7.68
12/6/2018
S
100
7.68
12/6/2018
S
100
7.68
12/6/2018
S
100
7.68
12/6/2018
S
100
7.71
12/6/2018
S
100
7.74
12/6/2018
S
100
7.76
12/6/2018
S
100
7.765
12/6/2018
S
100
7.765
12/6/2018
S
100
7.77
12/6/2018
S
100
7.79
12/6/2018
S
100
7.8
12/6/2018
S
100
7.825
12/6/2018
S
100
7.825
12/6/2018
S
100
7.825
12/6/2018
S
100
7.825
12/6/2018
S
100
7.825
12/6/2018
S
100
7.825
12/6/2018
S
100
7.83
12/6/2018
S
100
7.835
12/6/2018
S
100
7.835
12/6/2018
S
100
7.835
12/6/2018
S
100
7.835
12/6/2018
S
100
7.835
12/6/2018
S
100
7.84
12/6/2018
S
100