UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
MRC GLOBAL INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
55345K103
--------------------------------------------
(CUSIP Number)
December 31, 2012
-------------------------------------------------------------------------------
(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 43
-----------------------
CUSIP No. 55345K103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
PVF HOLDINGS LLC
------------------------------------------------------------------------------
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
55,532,208
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
55,532,208
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
55,532,208
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
54.7 %*
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Based on information provided by Issuer, the number of shares of common
stock outstanding as of December 31, 2012 was 101,563,237. All
calculations of percentage ownership in this Schedule 13G reflect such
outstanding share number.
Page 2 of 43
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CUSIP No. 55345K103 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
55,532,208
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
55,532,208
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
55,532,208
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
54.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
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Page 3 of 43
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CUSIP No. 55345K103 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
55,532,208
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
55,532,208
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
55,532,208
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
54.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
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Page 4 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V 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
9,525,218
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
9,525,218
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,525,218
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 5 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V 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
9,525,218
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
9,525,218
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,525,218
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 6 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
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
7,351,988
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,351,988
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,351,988
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 7 of 43
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CUSIP No. 55345K103 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
7,351,988
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,351,988
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,351,988
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 8 of 43
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CUSIP No. 55345K103 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
6,115,124
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,115,124
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,115,124
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 43
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CUSIP No. 55345K103 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
6,115,124
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
6,115,124
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,115,124
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 43
-----------------------
CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V 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
4,920,329
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,920,329
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,920,329
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 11 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V 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
4,920,329
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,920,329
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,920,329
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 12 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V INSTITUTIONAL, 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
3,266,327
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,266,327
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,327
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 13 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS V, 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
3,266,327
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,266,327
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,266,327
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.2 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 14 of 43
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CUSIP No. 55345K103 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
2,021,670
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,021,670
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,021,670
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 15 of 43
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CUSIP No. 55345K103 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
2,021,670
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,021,670
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,021,670
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 16 of 43
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CUSIP No. 55345K103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS V 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
377,642
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
377,642
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
377,642
------------------------------------------------------------------------------
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 43
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CUSIP No. 55345K103 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
261,289
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
261,289
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
261,289
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 18 of 43
-----------------------
CUSIP No. 55345K103 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
638,931
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
638,931
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
638,931
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 19 of 43
Item 1(a). Name of Issuer:
MRC GLOBAL INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2 Houston Center
909 Fannin, Suite 3100
Houston, Texas 77010
Item 2(a). Name of Persons Filing:
PVF HOLDINGS LLC
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS V FUND, L.P.
GSCP V Advisors, L.L.C.
GS CAPITAL PARTNERS VI FUND, L.P.
GSCP VI ADVISORS, L.L.C.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
GSCP V OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
GS ADVISORS V, L.L.C.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS ADVISORS VI, L.L.C.
GS CAPITAL PARTNERS V GMBH & CO. KG
GS CAPITAL PARTNERS VI GMBH & CO. KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
Item 2(b). Address of Principal Business Office or, if none, Residence:
PVF HOLDINGS LLC
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS CAPITAL PARTNERS V FUND, L.P.
GSCP V Advisors, L.L.C.
GS CAPITAL PARTNERS VI FUND, L.P.
GSCP VI ADVISORS, L.L.C.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
GSCP V OFFSHORE ADVISORS, L.L.C.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
GS ADVISORS V, L.L.C.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS ADVISORS VI, L.L.C.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GOLDMAN, SACHS MANAGEMENT GP GMBH
200 West Street
New York, NY 10282
GS CAPITAL PARTNERS V GMBH & CO. KG
Messeturm, Friedrich-Ebert-Anlage 49,
Frankfurt am Main 60308, Germany
Item 2(c). Citizenship:
PVF HOLDINGS LLC - Delaware
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS CAPITAL PARTNERS V FUND, L.P. - Delaware
GSCP V Advisors, L.L.C. - Delaware
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GSCP VI ADVISORS, 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 V OFFSHORE FUND, L.P. - Cayman Islands
GSCP V OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P. - Delaware
GS ADVISORS V, L.L.C. - Delaware
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GS ADVISORS VI, L.L.C. - Delaware
GS CAPITAL PARTNERS V GMBH & CO. KG - Germany
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
55345K103
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).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 20 of 43
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 43
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, 2013
PVF HOLDINGS LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS V, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 22 of 43
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
PVF HOLDINGS LLC
99.5 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.6 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS V FUND, L.P.
99.8 Power of Attorney, relating to
GSCP V Advisors, L.L.C.
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.10 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.11 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.12 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.13 Power of Attorney, relating to
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
99.14 Power of Attorney, relating to
GSCP V OFFSHORE ADVISORS, L.L.C.
99.15 Power of Attorney, relating to
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
99.16 Power of Attorney, relating to
GS ADVISORS V, L.L.C.
99.17 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.18 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.19 Power of Attorney, relating to
GS CAPITAL PARTNERS V GMBH & CO. KG
99.20 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.21 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
Page 23 of 43
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, $0.01 par value, of MRC GLOBAL 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, 2013
PVF HOLDINGS LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP V OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS V, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS V GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 24 of 43
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 PVF HOLDINGS LLC ("PVF LLC"),
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. Each of GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL
PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL
PARTNERS V OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P., GS
CAPITAL PARTNERS VI PARALLEL, L.P., GS CAPITAL PARTNERS V GMBH & CO. KG and GS
CAPITAL PARTNERS VI GMBH & CO. KG (collectively, the "GS Investing Entities")
is a member of PVF LLC. The interests of PVF LLC are held by a private
investor group, which includes the GS Investing Entities. Affiliates of GS
Group and Goldman Sachs are the general partner, managing general partner,
manager partner, managing member or member of the GS Investing Entities and the
GS Investing Entities control PVF LLC and have the power to vote and dispose of
the common stock, par value $0.01 per share, of MRC GLOBAL INC. owned by PVF
LLC. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is
the investment manager of certain of the GS Investing Entities.
EXHIBIT (99.3)
ITEM 8 INFORMATION
Each of GS CAPITAL PARTNERS V FUND, L.P., GS CAPITAL PARTNERS VI FUND, L.P.,
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P., GS CAPITAL PARTNERS V OFFSHORE
FUND, L.P., GS CAPITAL PARTNERS V INSTITUTIONAL, L.P., GS CAPITAL PARTNERS VI
PARALLEL, L.P., GS CAPITAL PARTNERS V GMBH & CO. KG and GS CAPITAL PARTNERS
VI GMBH & CO. KG (collectively, the "GS Investing Entities") is a member of PVF
HOLDINGS LLC ("PVF LLC"). The interests of PVF LLC are held by a private
investor group, which includes the GS Investing Entities. The aggregate number
of shares of common stock, par value $0.01 per share ("Common Stock"), of MRC
GLOBAL INC. (the "Company") beneficially owned by PVF LLC based on available
information is 55,532,208, which represents approximately 54.7% of the
outstanding shares of Common Stock.
PVF LLC is a party to a Governance Agreement, dated as of April 11, 2012 (the
"Governance Agreement"), by and among the Company and PVF LLC. The Governance
Agreement provides that for so long as PVF LLC beneficially owns at least 15%
of the outstanding shares of Common Stock, PVF LLC has the right to nominate
to the Company's board of directors a number of directors equal to the product
of (i) the percentage of the total outstanding shares of Common Stock
beneficially owned by PVF LLC multiplied by (ii) the total number of directors
comprising the Company's board of directors (rounded up to the nearest whole
number). At this time, PVF LLC has the right to nominate 7 of the Company's
directors. Because the GS Investing Entities control PVF LLC and have the
power to vote the Common Stock owned by PVF LLC, the GS Investing Entities will
have the right to select the individuals that PVF LLC has the right to nominate
under the Governance Agreement. The Amended and Restated Limited Liability
Company Agreement of PVF LLC, dated as of October 31, 2007, as amended, by and
among the GS Investing Entities and the other parties thereto (the "LLC
Agreement"), contains certain provisions relating to transfer restrictions
with respect to the interests of PVF LLC owned by the parties thereto.
The share ownership reported for the GS Investing Entities, GS Group and Goldman
Sachs does not include any shares of Common Stock beneficially owned by the
other parties to the LLC Agreement, except to the extent disclosed in this
Schedule 13G. Each of the GS Investing Entities, GS Group and Goldman Sachs
disclaims beneficial ownership of any shares of Common Stock beneficially owned
by the other parties to the LLC Agreement, except to the extent disclosed in
this Schedule 13G.
Page 25 of 43
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that PVF HOLDINGS LLC (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn
and Brian Bae (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. The
Company has the unrestricted right to unilaterally revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 7, 2013.
PVF HOLDINGS LLC
By: /s/ Brian K. Shore
____________________________
Name: Brian K. Shore
Title: Senior Vice President
Page 26 of 43
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn and Brian Bae (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. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
Page 27 of 43
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and
Brian Bae (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. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
Page 28 of 43
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
August 12, 2010.
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V ADVISORS, L.L.C. its General Partner
By: /s/ Eric Goldstein
____________________________
Name: Eric Goldstein
Title: Vice President and Secretary
Page 29 of 43
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GSCP V Advisors, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 30 of 43
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 31 of 43
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GSCP VI ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 32 of 43
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 33 of 43
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 34 of 43
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V OFFSHORE ADVISORS, L.L.C. its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
Page 35 of 43
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 36 of 43
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V INSTITUTIONAL,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: GS ADVISORS V, L.L.C. its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
Page 37 of 43
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS ADVISORS V, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 38 of 43
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
Page 39 of 43
EXHIBIT (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS ADVISORS VI, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
Page 40 of 43
EXHIBIT (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS V GMBH & CO. KG
By: GS ADVISORS V, L.L.C., its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
Page 41 of 43
EXHIBIT (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS ADVISORS VI, L.L.C., and its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
Page 42 of 43
EXHIBIT (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (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
September 24, 2010.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Managing Director
Page 43 of 43