UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
HYATT HOTELS CORPORATION
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
448579102
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(CUSIP Number)
December 31, 2016
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(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 33
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CUSIP No. 448579102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 36,687*
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
12,731,569**
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 36,687*
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
12,731,569**
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
12,768,256**
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
24.3 %***
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12. Type of Reporting Person
HC-CO
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*May include shares that are deemed to be beneficially owned pursuant to
Issuer grants of stock or options to directors that were appointed by
affiliates of Goldman, Sachs & Co. that may or may not be vested or exercisable
within 60 days.
**Represents (i) 7,096 shares of the Issuer's Class A Common Stock, par value
$0.01, ("Class A Common Stock"), held of record by THE GOLDMAN SACHS GROUP INC.
("GS Group"), (ii) 29,591 shares of Class A Common Stock granted to Richard
A. Friedman, a managing director of GOLDMAN, SACHS & CO. ("Goldman Sachs"), in
his capacity as a director of the Issuer, under the Amended and Restated
Hyatt Hotels Corporation Long-Term Incentive Plan, pursuant to the Hyatt
Hotels Corporation Non-Employee Director Compensation Program,
(iii) 77,519 shares of Class A Common Stock that may
be deemed to be beneficially owned by Goldman Sachs, (iv) 1,624,272 shares of
Class A Common Stock issuable upon conversion of Class B common stock, par
value $0.01 per share ("Class B Common Stock"), held of record by GS SUNRAY
HOLDINGS PARALLEL SUBCO, L.L.C.("GS Sunray Parallel"), (v) 5,514,889 shares of
Class A Common Stock issuable upon conversion of Class B Common Stock held
of record by GS SUNRAY HOLDINGS SUBCO I, L.L.C. ("GS Sunray I"), and (vi)
5,514,889 shares of Class A Common Stock issuable upon conversion of Class
B Common Stock held of record by SUNRAY HOLDINGS SUBCO II, L.L.C. ("GS Sunray
II" and, together with GS Sunray Parallel and GS Sunray I, collectively, the
"Sunray Entities"). GS Group and certain affiliates, including Goldman
Sachs, may be deemed to directly or indirectly own the 12,654,050 shares of
Class B Common Stock that are collectively owned by the Sunray Entities,
which are owned directly or indirectly by investment partnerships, of which
affiliates of GS Group and Goldman Sachs are the general partner, managing
limited partner or the managing partner. Goldman Sachs is the investment
manager for certain of the investment partnerships which own directly or
indirectly the Sunray Entities. Goldman Sachs is an owned subsidiary
of THE GOLDMAN SACHS GROUP, INC. GS Group, Goldman Sachs and the Sunray
Entities share voting power and investment power with certain of their
respective affiliates. Each of GS Group, Goldman Sachs and the Sunray Entities
disclaims beneficial ownership of the shares of Class B Common Stock owned
directly or indirectly by the Sunray Entities, except to the extent of their
pecuniary interest therein, if any. As provided in the Issuer's Amended and
Restated Certificate of Incorporation, each share of Class B Common Stock is
convertible at any time, at the option of the holder, into one share of Class A
Common Stock. In addition, each share of Class B Common Stock will convert
automatically into one share of Class A Common Stock upon any transfer, except
for certain permitted transfers as described in the Issuer's Amended and
Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, the Sunray Entities have each
agreed, pursuant to a stockholders' agreement among HYATT HOTELS CORPORATION and
certain of its investors (the "2007 Stockholders' Agreement"), to vote all of
their shares of common stock consistent with the recommendations of a majority
of the Issuer's board of directors with respect to all matters. For more
information on the 2007 Stockholders' Agreement, please see the Issuer's
registration statement on Form S-1 under the Securities Act of 1933, as amended,
filed with the Securities and Exchange Commission (the "Commission") on August
5, 2009 (Registration No. 333-161068) (as so filed and amended, the
"Registration Statement"), and prospectus dated November 4, 2009 filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "Prospectus").
***The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)the 114,206 shares of
Class A Common Stock deemed to be beneficially owned directly or
indirectly by GS Group and the conversion to Class A Common Stock
of 12,654,050 shares of Class B Common Stock owned by the Sunray
Entities, without giving effect to the conversion of any other
outstanding shares of Class B Common Stock. With respect to matters
upon which the Issuer's stockholders are entitled to vote, the holders
of Class A Common Stock and Class B Common Stock vote together as a single
class, and each holder of Class A Common Stock is entitled to one vote per
share and each holder of Class B Common stock is entitled to ten votes per
share. The shares of Class B Common Stock owned by the Sunray Entities
represent 13.4% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 2 of 33
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CUSIP No. 448579102 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
12,731,569*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
12,731,569*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
12,731,569*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
24.2 %**
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12. Type of Reporting Person
BD-PN-IA
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*Represents (i) 77,519 shares of Class A Common Stock that may be deemed to be
beneficially owned by Goldman Sachs, (ii) 1,624,272 shares of Class A Common
Stock issuable upon conversion of Class B Common Stock held of record by GS
Sunray Parallel, (iii) 5,514,889 shares of Class A Common Stock issuable upon
conversion of Class B Common Stock held of record by GS Sunray I, and
(iv) 5,514,889 shares of Class A Common Stock issuable upon conversion of Class
B Common Stock held of record by GS Sunray II. Goldman Sachs may be deemed to
directly or indirectly own the 12,654,050 shares of Class B Common Stock that
are collectively owned by the Sunray Entities, which are owned directly or
indirectly by investment partnerships, of which affiliates of Goldman Sachs are
the general partner, managing limited partner or the managing partner. Goldman
Sachs is the investment manager for certain of the investment partnerships which
own directly or indirectly the Sunray Entities. Goldman Sachs is an owned
subsidiary of GS Group. GS Group, Goldman Sachs and the Sunray Entities share
voting power and investment power with certain of their respective affiliates.
Each of GS Group, Goldman Sachs and the Sunray Entities disclaims beneficial
ownership of the shares of Class B Common Stock owned directly or indirectly by
the Sunray Entities, except to the extent of their pecuniary interest therein,
if any. As provided in the Issuer's Amended and Restated Certificate of
Incorporation, each share of Class B Common Stock is convertible at any time, at
the option of the holder, into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of
Class A Common Stock, par value $0.01 upon any transfer, except for certain
permitted transfers as described in the Issuer's Amended and Restated
Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I has agreed, pursuant to
the 2007 Stockholders's Agreement, to vote all of their shares of common stock
consistent with the recommendations of a majority of the Issuer's board of
directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)the 77,519 shares of
Class A Common Stock deemed to be beneficially owned directly or
indirectly by Goldman Sachs and the conversion to Class A Common Stock
of 12,654,050 shares of Class B Common Stock owned by the Sunray
Entities, without giving effect to the conversion of any other
outstanding shares of Class B Common Stock. With respect to matters
upon which the Issuer's stockholders are entitled to vote, the holders
of Class A Common Stock and Class B Common Stock vote together as a single
class, and each holder of Class A Common Stock is entitled to one vote per share
and each holder of Class B Common stock is entitled to ten votes per share.
The shares of Class B Common Stock owned by the Sunray Entities represent
13.3% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 3 of 33
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CUSIP No. 448579102 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,624,272*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,624,272*
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,624,272*
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.9 %**
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12. Type of Reporting Person
OO
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*Represents 1,624,272 shares of Class A Common Stock issuable upon conversion of
Class B Common Stock held of record by GS Sunray Parallel. GS Sunray Parallel
may be deemed to beneficially own 1,624,272 shares of Class A Common Stock by
reason of its direct beneficial ownership of 1,624,272 shares of Class B Common
Stock. As provided in the Issuer's Amended and Restated Certificate of
Incorporation, each share of Class B Common Stock is convertible at any time, at
the option of the holder, into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of
Class A Common Stock upon any transfer, except for certain permitted transfers
as described in the Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray Parallel has agreed,
pursuant to the 2007 Stockholders' Agreement, to vote all of their shares of
common stock consistent with the recommendations of a majority of the Issuer's
board of directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)the conversion to
Class A Common Stock of 1,624,272 shares of Class B Common Stock
owned by GS Sunray Parallel, without giving effect to the conversion
of any other outstanding shares of Class B Common Stock. With
respect to matters upon which the Issuer's stockholders are entitled to vote,
the holders of Class A Common Stock and Class B Common Stock vote together as a
single class, and each holder of Class A Common Stock is entitled to one vote
per share and each holder of Class B Common stock is entitled to ten votes per
share. The shares of Class B Common Stock owned by GS Sunray Parallel represent
1.7% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 4 of 33
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CUSIP No. 448579102 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS SUNRAY HOLDINGS SUBCO I, 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
5,514,889*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,514,889*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,514,889*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.1 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 5,514,889 shares of Class A Common Stock issuable upon conversion of
Class B Common Stock held of record by GS Sunray I. GS Sunray I may be deemed to
beneficially own 5,514,889 shares of Class A Common Stock by reason of its
direct beneficial ownership of 5,514,889 shares of Class B Common Stock. As
provided in the Issuer's Amended and Restated Certificate of Incorporation, each
share of Class B Common Stock is convertible at any time, at the option of the
holder, into one share of Class A Common Stock. In addition, each share of Class
B Common Stock will convert automatically into one share of Class A Common Stock
upon any transfer, except for certain permitted transfers as described in the
Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I has agreed, pursuant to
the 2007 Stockholders' Agreement, to vote all of their shares of common stock
consistent with the recommendations of a majority of the Issuer's board of
directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)the conversion to
Class A Common Stock of 5,514,889 shares of Class B Common Stock owned
by GS Sunray I, without giving effect to the conversion of
any other outstanding shares of Class B Common Stock. With respect to matters
upon which the Issuer's stockholders are entitled to vote, the holders of
Class A Common Stock and Class B Common Stock vote together as a single class,
and each holder of Class A Common stock is entitled to one vote per share and
each holder of Class B Common stock is entitled to ten votes per share. The
shares of Class B Common Stock owned by GS Sunray I represent 5.8% of the total
voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 5 of 33
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CUSIP No. 448579102 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS SUNRAY HOLDINGS SUBCO II, 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
5,514,889*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,514,889*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,514,889*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.1 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 5,514,889 shares of Class A Common Stock issuable upon conversion of
Class B Common Stock held of record by GS Sunray II. GS Sunray II may be deemed
to beneficially own 5,514,889 shares of Class A Common Stock by reason of
its direct beneficial ownership of 5,514,889 shares of Class B Common Stock.
As provided in the Issuer's Amended and Restated Certificate of Incorporation,
each share of Class B Common Stock is convertible at any time, at the option
of the holder, into one share of Class A Common Stock. In addition, each share
of Class B Common Stock will convert automatically into one share of Class A
Common Stock upon any transfer, except for certain permitted transfers as
described in the Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray II has agreed, pursuant
to the 2007 Stockholders' Agreement, to vote all of their shares of common
stock consistent with the recommendations of a majority of the Issuer's board of
directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b) the
conversion to Class A Common Stock of 5,514,889 shares of Class B
Common Stock owned by GS Sunray II, without giving effect to the conversion of
any other outstanding shares of Class B Common Stock. With respect to matters
upon which the Issuer's stockholders are entitled to vote, the holders of
Class A Common Stock and Class B Common Stock vote together as a single class,
and each holder of Class A Common stock is entitled to one vote per share and
each holder of Class B Common stock is entitled to ten votes per share. The
shares of Class B Common Stock owned by GS Sunray II represent 5.8% of the total
voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 6 of 33
-----------------------
CUSIP No. 448579102 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
5,906,782*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,906,782*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,906,782*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.9 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*GS CAPITAL PARTNERS VI FUND, L.P. ("GS Capital") and its general partner, GSCP
VI ADVISORS, L.L.C. ("GSCP Advisors"), may be deemed to beneficially own
indirectly 5,906,782 shares of Class A Common Stock by reason of the direct
beneficial ownership of shares of Class B Common Stock by GS Sunray I and GS
Sunray II. As provided in the Issuer's Amended and Restated Certificate of
Incorporation, each share of Class B Common Stock is convertible at any time, at
the option of the holder, into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of
Class A Common Stock upon any transfer, except for certain permitted transfers
as described in the Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 5,906,782 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Capital and
GSCP Advisors, without giving effect to the conversion of any other outstanding
shares of Class B Common Stock. With respect to matters upon which the Issuer's
stockholders are entitled to vote, the holders of Class A Common Stock and
Class B Common Stock vote together as a single class, and each holder of Class A
Common stock is entitled to one vote per share and each holder of Class B
Common stock is entitled to ten votes per share. The shares of Class B Common
Stock deemed to be beneficially owned indirectly by GS Capital and GSCP
Advisors represent 6.2% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 7 of 33
-----------------------
CUSIP No. 448579102 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
4,913,071*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,913,071*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,913,071*
------------------------------------------------------------------------------
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
PN
------------------------------------------------------------------------------
*GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. ("GS Offshore") and its general
partner, GSCP VI OFFSHORE ADVISORS, L.L.C. ("GSCP Offshore Advisors"), may be
deemed to beneficially own indirectly 4,913,071 shares of Class A Common Stock
by reason of the direct beneficial ownership of shares of Class B Common Stock
by GS Sunray I and GS Sunray II. As provided in the Issuer's Amended and
Restated Certificate of Incorporation, each share of Class B Common Stock is
convertible at any time, at the option of the holder, into one share of Class A
Common Stock. In addition, each share of Class B Common Stock will convert
automatically into one share of Class A Common Stock, par value $0.01 upon any
transfer, except for certain permitted transfers as described in the Issuer's
Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 4,913,071 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Offshore and
GSCP Offshore Advisors, without giving effect to the conversion of any
other outstanding shares of Class B Common Stock. With respect to matters upon
which the Issuer's stockholders are entitled to vote, the holders of Class A
Common Stock and Class B Common Stock vote together as a single class, and
each holder of Class A Common Stock is entitled to one vote per share and each
holder of Class B Common stock is entitled to ten votes per share. The shares
of Class B Common Stock deemed to be beneficially owned indirectly by GS
Offshore and GSCP Offshore Advisors represent 5.2% of the total voting power as
of October 28, 2016, as adjusted for the transactions described in clause
(a) of the prior sentence.
Page 8 of 33
-----------------------
CUSIP No. 448579102 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
1,624,272*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,624,272*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,624,272*
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
*GS CAPITAL PARTNERS VI PARALLEL, L.P. ("GS Parallel") and its general partner,
GS ADVISORS VI, L.L.C. ("GS Advisors"), may be deemed to beneficially own
indirectly 1,624,272 shares of Class A Common Stock by reason of the direct
beneficial ownership of shares of Class B Common Stock by GS Sunray Parallel. As
provided in the Issuer's Amended and Restated Certificate of Incorporation, each
share of Class B Common Stock is convertible at any time, at the option of the
holder, into one share of Class A Common Stock. In addition, each share of Class
B Common Stock will convert automatically into one share of Class A Common Stock
upon any transfer, except for certain permitted transfers as described in the
Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray Parallel has agreed,
pursuant to the 2007 Stockholders' Agreement, to vote all of their shares of
common stock consistent with the recommendations of a majority of the Issuer's
board of directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 1,624,272 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Parallel and
GS Advisors, without giving effect to the conversion of any other outstanding
shares of Class B Common Stock. With respect to matters upon which the
Issuer's stockholders are entitled to vote, the holders of Class A Common
Stock and Class B Common Stock vote together as a single class, and each
holder of Class A Common stock is entitled to one vote per share and each
holder of Class B Common stock is entitled to ten votes per share. The shares
of Class B Common Stock deemed to be beneficially owned indirectly by GS
Parallel and GS Advisors represent 1.7% of the total voting power as of
October 28, 2016, as adjusted for the transactions described in clause
(a) of the prior sentence.
Page 9 of 33
-----------------------
CUSIP No. 448579102 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
209,925*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
209,925*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
209,925*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*GS CAPITAL PARTNERS VI GMBH & CO. KG("GS Germany") and its general partner,
GOLDMAN, SACHS MANAGEMENT GP GMBH ("GS GmbH"), may be deemed to beneficially own
indirectly 209,925 shares of Class A Common Stock by reason of the direct
beneficial ownership of shares of Class B Common Stock by GS Sunray I and GS
Sunray II. As provided in the Issuer's Amended and Restated Certificate of
Incorporation, each share of Class B Common Stock is convertible at any time, at
the option of the holder, into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of
Class A Common Stock upon any transfer, except for certain permitted transfers
as described in the Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 209,925 shares of Class B Common
Stock deemed to be beneficially owned indirectly by GS Germany and GS GmbH,
without giving effect to the conversion of any other outstanding shares of
Class B Common Stock. With respect to matters upon which the Issuer's
stockholders are entitled to vote, the holders of Class A Common Stock and Class
B Common Stock vote together as a single class, and each holder of Class A
Common stock is entitled to one vote per share and each holder of Class B
Common stock is entitled to ten votes per share. The shares of Class B Common
Stock deemed to be beneficially owned indirectly by GS Germany and GS GmbH
represent 0.2% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 10 of 33
-----------------------
CUSIP No. 448579102 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
1,624,272*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,624,272*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,624,272*
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
*GS Parallel and its general partner, GS Advisors, may be deemed to beneficially
own indirectly 1,624,272 shares of Class A Common Stock by reason of the direct
beneficial ownership of shares of Class B Common Stock by GS Sunray Parallel. As
provided in the Issuer's Amended and Restated Certificate of Incorporation, each
share of Class B Common Stock is convertible at any time, at the option of the
holder, into one share of Class A Common Stock. In addition, each share of Class
B Common Stock will convert automatically into one share of Class A Common Stock
upon any transfer, except for certain permitted transfers as described in the
Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray Parallel has agreed,
pursuant to the 2007 Stockholders' Agreement, to vote all of their shares of
common stock consistent with the recommendations of a majority of the Issuer's
board of directors with respect to all matters. For more information on the 2007
Stockholders' Agreement, please see the Issuer's Registration Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 1,624,272 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Parallel and
GS Advisors, without giving effect to the conversion of any other outstanding
shares of Class B Common Stock. With respect to matters upon which the
Issuer's stockholders are entitled to vote, the holders of Class A Common
Stock and Class B Common Stock vote together as a single class, and each
holder of Class A Common stock is entitled to one vote per share and each
holder of Class B Common stock is entitled to ten votes per share. The shares
of Class B Common Stock deemed to be beneficially owned indirectly by GS
Parallel and GS Advisors represent 1.7% of the total voting power as of
October 28, 2016, as adjusted for the transactions described in clause
(a) of the prior sentence.
Page 11 of 33
-----------------------
CUSIP No. 448579102 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
5,906,782*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,906,782*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,906,782*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
12.9 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*GS Capital and its general partner, GSCP Advisors, may be deemed to
beneficially own indirectly 5,906,782 shares of Class A Common Stock by reason
of the direct beneficial ownership of shares of Class B Common Stock by GS
Sunray I and GS Sunray II. As provided in the Issuer's Amended and Restated
Certificate of Incorporation, each share of Class B Common Stock is convertible
at any time, at the option of the holder, into one share of Class A Common
Stock. In addition, each share of Class B Common Stock will convert
automatically into one share of Class A Common Stock upon any transfer, except
for certain permitted transfers as described in the Issuer's Amended and
Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 5,906,782 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Capital and
GSCP Advisors, without giving effect to the conversion of any other outstanding
shares of Class B Common Stock. With respect to matters upon which the Issuer's
stockholders are entitled to vote, the holders of Class A Common Stock and
Class B Common Stock vote together as a single class, and each holder of
Class A Common stock is entitled to one vote per share and each holder of
Class B Common stock is entitled to ten votes per share. The shares of
Class B Common Stock deemed to be beneficially owned indirectly by GS
Capital and GSCP Advisors represent 6.2% of the total voting power as of
October 28, 2016, as adjusted for the transactions described in clause
(a) of the prior sentence.
Page 12 of 33
-----------------------
CUSIP No. 448579102 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
4,913,071*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,913,071*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,913,071*
------------------------------------------------------------------------------
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
OO
------------------------------------------------------------------------------
*GS Offshore and its general partner, GSCP Offshore Advisors, may be deemed to
beneficially own indirectly 4,913,071 shares of Class A Common Stock by reason
of the direct beneficial ownership of shares of Class B Common Stock by GS
Sunray I and GS Sunray II. As provided in the Issuer's Amended and Restated
Certificate of Incorporation, each share of Class B Common Stock is convertible
at any time, at the option of the holder, into one share of Class A Common
Stock. In addition, each share of Class B Common Stock will convert
automatically into one share of Class A Common Stock upon any transfer, except
for certain permitted transfers as described in the Issuer's Amended and
Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 4,913,071 shares of Class B
Common Stock deemed to be beneficially owned indirectly by GS Offshore and
GSCP Offshore Advisors, without giving effect to the conversion of any
other outstanding shares of Class B Common Stock. With respect to matters upon
which the Issuer's stockholders are entitled to vote, the holders of Class A
Common Stock and Class B Common Stock vote together as a single class, and
each holder of Class A Common Stock is entitled to one vote per share and each
holder of Class B Common stock is entitled to ten votes per share. The shares
of Class B Common Stock deemed to be beneficially owned indirectly by GS
Offshore and GSCP Offshore Advisors represent 5.2% of the total voting power as
of October 28, 2016, as adjusted for the transactions described in clause
(a) of the prior sentence.
Page 13 of 33
-----------------------
CUSIP No. 448579102 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
209,925*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
209,925*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
209,925*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
*GS Germany and its general partner, GS GmbH, may be deemed to beneficially own
indirectly 209,925 shares of Class A Common Stock by reason of the direct
beneficial ownership of shares of Class B Common Stock by GS Sunray I and GS
Sunray II. As provided in the Issuer's Amended and Restated Certificate of
Incorporation, each share of Class B Common Stock is convertible at any time, at
the option of the holder, into one share of Class A Common Stock. In addition,
each share of Class B Common Stock will convert automatically into one share of
Class A Common Stock upon any transfer, except for certain permitted transfers
as described in the Issuer's Amended and Restated Certificate of Incorporation.
Until the later of (1) December 31, 2013 and (2) the date that Mr. Thomas J.
Pritzker is no longer the Issuer's chairman, GS Sunray I and GS Sunray II have
agreed, pursuant to the 2007 Stockholders' Agreement, to vote all of their
shares of common stock consistent with the recommendations of a majority of the
Issuer's board of directors with respect to all matters. For more information on
the 2007 Stockholders' Agreement, please see the Issuer's Registration
Statement.
**The percentage is calculated based upon 23,611,575 shares of Class A Common
Stock outstanding as of October 28, 2016, as reported in the Issuer's Quarterly
Report on Form 10-Q for the Quarterly Period Ended September 30, 2016,
adjusted to account for (a)(i) the conversion of an aggregate of 10,187,641
shares of Class B Common Stock into 10,187,641 shares of Class A Common Stock
at the election of certain holders of Class B Common Stock party
to the 2007 Stockholders' Agreement,
as reported in the Issuer's Current Report on Form 8-K, filed November 7, 2016,
(ii) the conversion of an aggregate of 4,500,000 shares of Class B Common
Stock into 4,500,000 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 9, 2016, and (iii) the conversion of
an aggregate of 1,696,476 shares of Class B Common Stock into
1,696,476 shares of Class A Common Stock in connection with sales
by certain stockholders, as reported in the Issuer's Current
Report on Form 8-K, filed December 22, 2016, and (b)
the conversion to Class A Common Stock of 209,925 shares of Class B Common
Stock deemed to be beneficially owned indirectly by GS Germany and GS GmbH,
without giving effect to the conversion of any other outstanding shares of
Class B Common Stock. With respect to matters upon which the Issuer's
stockholders are entitled to vote, the holders of Class A Common Stock and Class
B Common Stock vote together as a single class, and each holder of Class A
Common stock is entitled to one vote per share and each holder of Class B Common
stock is entitled to ten votes per share. The shares of Class B Common Stock
deemed to be beneficially owned indirectly by GS Germany and GS GmbH represent
0.2% of the total voting power as of October 28, 2016,
as adjusted for the transactions described in clause (a) of the prior sentence.
Page 14 of 33
Item 1(a). Name of Issuer:
HYATT HOTELS CORPORATION
Item 1(b). Address of Issuer's Principal Executive Offices:
71 South Wacker Drive, 12th Floor
Chicago, IL 60606
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
GS SUNRAY HOLDINGS SUBCO I, L.L.C.
GS SUNRAY HOLDINGS SUBCO II, L.L.C.
GS CAPITAL PARTNERS VI FUND, L.P.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS ADVISORS VI, L.L.C.
GSCP VI ADVISORS, L.L.C.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GOLDMAN, SACHS MANAGEMENT GP GMBH
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.; Goldman, Sachs & Co.;
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.;
GS SUNRAY HOLDINGS SUBCO I, L.L.C.;
GS SUNRAY HOLDINGS SUBCO II, L.L.C.;
GS CAPITAL PARTNERS VI FUND, L.P.;
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.;
GS CAPITAL PARTNERS VI PARALLEL, L.P.;
GS CAPITAL PARTNERS VI GMBH & CO. KG;
GS ADVISORS VI, L.L.C.;
GSCP VI ADVISORS, L.L.C.;
GSCP VI OFFSHORE ADVISORS, L.L.C.;
GOLDMAN, SACHS MANAGEMENT GP GMBH:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C. - Delaware
GS SUNRAY HOLDINGS SUBCO I, L.L.C. - Delaware
GS SUNRAY HOLDINGS SUBCO II, L.L.C. - Delaware
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GS ADVISORS VI, L.L.C. - Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
448579102
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, in accordance with Rule 13d-1(b)(1)(ii)
(A) through (K).
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 15 of 33
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 the description of the 2007 Stockholders' Agreement
provided in the cover pages. The share ownership reported
for the GS Investing Entities does not include any shares
of the Company's stock beneficially owned by the other
parties to the 2007 Stockholders' Agreement. Each of the GS
Investing Entities disclaims beneficial ownership of any
shares of Company stock beneficially owned by other
parties to the 2007 Stockholders' Agreement.
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 16 of 33
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 14, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS SUBCO I, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS SUBCO II, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
Page 17 of 33
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
99.6 Power of Attorney, relating to
GS SUNRAY HOLDINGS SUBCO I, L.L.C.
99.7 Power of Attorney, relating to
GS SUNRAY HOLDINGS SUBCO II, L.L.C.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.9 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.11 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.12 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.13 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.14 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.15 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
Page 18 of 33
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
Class A Common Stock, $0.01 par value, of HYATT HOTELS CORPORATION
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 14, 2017
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS SUBCO I, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS SUNRAY HOLDINGS SUBCO II, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Annie (Au) Hsu
----------------------------------------
Name: Annie (Au) Hsu
Title: Attorney-in-fact
Page 19 of 33
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 SUNRAY HOLDINGS PARALLEL SUBCO,
L.L.C., GS SUNRAY HOLDINGS SUBCO I, L.L.C., GS SUNRAY HOLDINGS SUBCO II, L.L.C.
GS CAPITAL PARTNERS VI FUND, L.P., GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
GS CAPITAL PARTNERS VI PARALLEL, L.P. and GS CAPITAL PARTNERS VI GMBH & CO. KG,
(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. The general
partner, managing general partner or other manager of each of the GS Investing
Entities is an affiliate of GS Group. Goldman Sachs is a
subsidiary of GS Group. Goldman Sachs is the investment manager of certain of
the GS Investing Entities.
Page 20 of 33
EXHIBIT (99.3)
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 21 of 33
EXHIBIT (99.4)
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 22 of 33
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS SUNRAY HOLDINGS PARALLEL SUBCO, 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 SUNRAY HOLDINGS PARALLEL SUBCO, L.L.C.
By: /s/ Eric Goldstein
____________________________
Name: Eric Goldstein
Title: Authorized Signatory, Manager
Page 23 of 33
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS SUNRAY HOLDINGS SUBCO I, 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 SUNRAY HOLDINGS SUBCO I, L.L.C.
By: /s/ Eric Goldstein
____________________________
Name: Eric Goldstein
Title: Authorized Signatory, Manager
Page 24 of 33
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS SUNRAY HOLDINGS SUBCO II, 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 SUNRAY HOLDINGS SUBCO II, L.L.C.
By: /s/ Eric Goldstein
____________________________
Name: Eric Goldstein
Title: Authorized Signatory, Manager
Page 25 of 33
EXHIBIT (99.8)
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 26 of 33
EXHIBIT (99.9)
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 ADIVOSRS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 27 of 33
EXHIBIT (99.10)
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 28 of 33
EXHIBIT (99.11)
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
July 31st, 2016.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 29 of 33
EXHIBIT (99.12)
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 33
EXHIBIT (99.13)
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 31 of 33
EXHIBIT (99.14)
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 33
EXHIBIT (99.15)
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 33 of 33