UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
29272B105
--------------------------------------------
(CUSIP Number)
December 31, 2016
-------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 44
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CUSIP No. 29272B105 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
15,381,162
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
15,381,162
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,381,162
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
10.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
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Page 2 of 44
-----------------------
CUSIP No. 29272B105 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
15,381,162
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
15,381,162
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,381,162
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
10.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
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Page 3 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI PARALLEL, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,830,369
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,830,369
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,830,369
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 4 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS VI, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,830,369
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,830,369
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,830,369
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 5 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,536,478
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,536,478
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,536,478
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 44
-----------------------
CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI OFFSHORE ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,536,478
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,536,478
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,536,478
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 7 of 44
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CUSIP No. 29272B105 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI FUND, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
6,656,301
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,656,301
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,656,301
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 8 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
6,656,301
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,656,301
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,656,301
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 9 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI GMBH & CO. KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
236,565
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
236,565
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
236,565
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 10 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
236,565
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
236,565
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
236,565
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 11 of 44
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CUSIP No. 29272B105 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
349,502
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
349,502
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
349,502
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[x]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 12 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
269,140
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
269,140
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
269,140
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 13 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
80,362
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
80,362
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
80,362
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 14 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
269,140
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
269,140
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
269,140
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 15 of 44
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CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 OFFSHORE ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
314,895
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
314,895
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
314,895
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 16 of 44
-----------------------
CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
534,373
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
534,373
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
534,373
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 17 of 44
-----------------------
CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
534,373
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
534,373
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
534,373
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 18 of 44
-----------------------
CUSIP No. 29272B105 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
234,533
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
234,533
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
234,533
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 19 of 44
Item 1(a). Name of Issuer:
ENDURANCE INTERNATIONAL GROUP HOLDINGS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
10 Corporate Drive, Suite 300
Burlington, MA 01803
Item 2(a). Name of Persons Filing*:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS ADVISORS VI, L.L.C.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS VI FUND, L.P.
GSCP VI ADVISORS, L.L.C.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
MBD 2011 HOLDINGS, L.P.
MBD 2011, L.P.
MBD 2011 OFFSHORE, L.P.
MBD ADVISORS, L.L.C.
MBD 2011 OFFSHORE ADVISORS, INC.
BRIDGE STREET 2011, L.P.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
BRIDGE STREET 2011 OFFSHORE, L.P.
*The foregoing does not include all indirect holding entities
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.;
Goldman, Sachs & Co.;
GS CAPITAL PARTNERS VI PARALLEL, L.P.;
GS ADVISORS VI, L.L.C.;
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.;
GSCP VI OFFSHORE ADVISORS, L.L.C.;
GS CAPITAL PARTNERS VI FUND, L.P.;
GSCP VI ADVISORS, L.L.C.;
GS CAPITAL PARTNERS VI GMBH & CO. KG;
GOLDMAN, SACHS MANAGEMENT GP GMBH;
MBD 2011 HOLDINGS, L.P.;
MBD 2011, L.P.;
MBD 2011 OFFSHORE, L.P.;
MBD ADVISORS, L.L.C.;
MBD 2011 OFFSHORE ADVISORS, INC.;
BRIDGE STREET 2011, L.P.;
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.;
BRIDGE STREET 2011 OFFSHORE, L.P.;
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GS ADVISORS VI, L.L.C. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
MBD 2011 HOLDINGS, L.P. - Cayman Islands
MBD 2011, L.P. - Delaware
MBD 2011 OFFSHORE, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
MBD 2011 OFFSHORE ADVISORS, INC. - Cayman Islands
BRIDGE STREET 2011, L.P. - Delaware
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2011 OFFSHORE, L.P. - Cayman Islands
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.0001 per share
Item 2(e). CUSIP Number:
29272B105
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, provided that all the members are persons
specified with Rule 13d-1(b)(1)(ii)(A)through(J).
If filing as a non-U.S. institution in accordance with Rule
13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 20 of 44
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
Item 8. Identification and Classification of Members of the Group.
See Exhibit (99.3)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission 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 The Goldman Sachs Group,
Inc. 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.
Page 21 of 44
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 HOLDINGS, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 OFFSHORE, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 OFFSHORE ADVISORS, INC.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET 2011, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
Page 22 of 44
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Item 8 Information
99.4 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.5 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.7 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.9 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.11 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.13 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.14 Power of Attorney, relating to
MBD 2011 HOLDINGS, L.P.
99.15 Power of Attorney, relating to
MBD 2011, L.P.
99.16 Power of Attorney, relating to
MBD 2011 OFFSHORE, L.P.
99.17 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.18 Power of Attorney, relating to
MBD 2011 OFFSHORE ADVISORS, INC.
99.19 Power of Attorney, relating to
BRIDGE STREET 2011, L.P.
99.20 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
99.21 Power of Attorney, relating to
BRIDGE STREET 2011 OFFSHORE, L.P.
Page 23 of 44
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, par value $0.0001 per share, of ENDURANCE INTERNATIONAL
GROUP HOLDINGS, INC. and further agree to the filing of this
agreement as an Exhibit thereto. In addition, each party to this
Agreement expressly authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 13, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 HOLDINGS, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 OFFSHORE, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
MBD 2011 OFFSHORE ADVISORS, INC.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET 2011, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE, L.P.
By:/s/ Jerry Li
----------------------------------------
Name: Jerry Li
Title: Attorney-in-fact
Page 24 of 44
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"),
as a parent holding company, are owned by GS Capital Partners VI Parallel, L.P.,
GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Fund, L.P.,
GS Capital Partners VI GmbH & CO. KG, MBD 2011 Holdings, L.P., Bridge Street
2011, L.P., and Bridge Street 2011 Offshore, L.P. (collectively, the "GS
Investing Entities"), or are owned, or may be deemed to be beneficially owned,
by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under
Section 15 of the Act and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group.
Goldman Sachs is the investment manager of certain of the GS Investing Entities.
Page 25 of 44
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of the GS Investing Entities is a party to a Stockholders Agreement,
dated as of October 24, 2013 (the "Stockholders Agreement"), by and among
(i) the Company, (ii) the GS Investing Entities, (iii) Warburg Pincus Private
Equity X, L.P., Warburg Pincus X Partners, L.P. and WP Expedition Co-Invest
L.P. (collectively, the "Warburg Pincus Entities") and (iv) certain other
specified holders of the Company's Common Stock.
The Stockholders Agreement requires the parties thereto to vote their shares of
the Common Stock in a certain manner on matters related to the election of
certain directors appointed by the GS Investing Entities and the Warburg Pincus
Entities. In addition, pursuant to the Stockholders Agreement, the GS Investing
Entities and the Warburg Pincus Entities have certain rights to restrict the
transfer of each other's shares of Common Stock.
The aggregate number of shares of Common Stock beneficially owned collectively
by the GS Investing Entities and certain other affiliates of GS Group
(collectively, the "GS Entities") and the Warburg Pincus Entities as of
December 31, 2016, based on publicly available information,
is 67,731,777 of which 52,353,656 were reported to be held by the Warburg
Pincus Entities on the Schedule 13D filed by the Warburg Pincus Entities
with the U.S. Securities and Exchange Commission on September 16, 2016.
Based on publicly available information, the aggregate number of shares
of Common Stock beneficially owned collectively by the GS Entities and the
Warburg Pincus Entities, and their respective related entities represents
approximately 47.9% of the outstanding Common Stock.
The share ownership reported for the GS Entities in this Schedule 13G does not
include any shares of Common Stock owned by the other parties to the
Stockholders Agreement or their related entities, except to the extent disclosed
in this Schedule 13G. Each of the GS Entities disclaims beneficial ownership of
any shares of Common Stock owned by the other parties to the Stockholders
Agreement and their related entities, except to the extent disclosed in this
Schedule 13G.
Page 26 of 44
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu, 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 pursuant to Rule 13f-1 or
Regulation 13D-G under the Securities Exchange Act of 1934, (as amended, the
"Act"), which may be required of the Company 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
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact 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 or she was appointed Attorney-in-fact prior to December 31, 2019, 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 the 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.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 27 of 44
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu, 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 pursuant to Rule 13f-1 or Regulation
13D-G under the Securities Exchange Act of 1934, (as amended, the "Act"), which
may be required of the Company 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
December 31, 2019 unless earlier revoked by written instrument, or in the event
an Attorney-in-fact ceases to be an employee of Company or one of its affiliates
or ceases to perform the function in connection with which he or she was
appointed Attorney-in-fact prior to December 31, 2019, 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 the 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.
This Power of Attorney supersedes the Power of Attorney granted by the Company
to Dan Deluca, Jeremy Kahn and Brian Bae on November 27, 2012.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of October 21, 2016.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 28 of 44
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI PARALLEL, L.P. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 29 of 44
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS ADVISORS VI, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GS ADVISORS VI, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 30 of 44
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 31 of 44
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 32 of 44
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 33 of 44
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
GSCP VI ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 34 of 44
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI GMBH & CO. KG (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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 14th, 2016.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: MBD ADVISORS, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 35 of 44
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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, 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
July 31st, 2016.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Authorized Signatory, Managing Director
Page 36 of 44
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2011 HOLDINGS, L.P. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
MBD 2011 HOLDINGS, L.P.
By: MBD 2011 OFFSHORE ADVISORS, INC., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 37 of 44
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2011, L.P. (the "Company") does hereby
make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul Khayum, Jerry
Li, and Veruna Stanescu (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
July 31st, 2016.
MBD 2011, L.P.
By: MBD ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 38 of 44
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2011 OFFSHORE, L.P. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
MBD 2011 OFFSHORE, L.P.
By: MBD 2011 OFFSHORE ADVISORS, INC., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 39 of 44
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
MBD ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 40 of 44
EXHIBIT (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS MBD 2011 OFFSHORE ADVISORS, INC. (the
"Company") does hereby make, constitute and appoint each of Annie Hsu, Jeremy
Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
MBD 2011 OFFSHORE ADVISORS, INC.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 41 of 44
EXHIBIT (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2011, L.P. (the "Company")
does hereby make, constitute and appoint each of Annie Hsu, Jeremy Kahn, Abdul
Khayum, Jerry Li, and Veruna Stanescu (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 14th, 2016.
BRIDGE STREET 2011, L.P.
By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 42 of 44
EXHIBIT (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 43 of 44
EXHIBIT (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2011 OFFSHORE, L.P.
(the "Company") does hereby make, constitute and appoint each of Annie Hsu,
Jeremy Kahn, Abdul Khayum, Jerry Li, and Veruna Stanescu (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
July 31st, 2016.
BRIDGE STREET 2011 OFFSHORE, L.P.
By: BRIDGE STREET 2011 OFFSHORE ADVISORS, INC., its general partner
By: /s/ Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Authorized Signatory, Vice President
Page 44 of 44