Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ONESMART INTERNATIONAL EDUCATION GROUP LIMITED
-------------------------------------------------------------------------------
(Name of Issuer)
Class A Ordinary shares, par value US $0.000001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
68276W103
--------------------------------------------
(CUSIP Number)
December 31, 2019
-------------------------------------------------------------------------------
(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)
[X] Rule 13d-1(c)
[_] 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,g
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 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
678,844,320
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
678,844,320
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
678,844,320
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN SACHS & CO. LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
678,844,320
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
678,844,320
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
678,844,320
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-OO-IA
------------------------------------------------------------------------------
Page 3 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Investments Holdings (Asia) Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Mauritius
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 4 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs International
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 5 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Group UK Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United Kingdom
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 6 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs (UK) L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 7 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs (Hong Kong) International Investments Limited
------------------------------------------------------------------------------
2. Check
the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 8 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Holdings (Hong Kong) Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 9 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs Holdings (Asia Pacific) Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 10 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs (Asia) Corporate Holdings L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 11 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Asia Investing Holdings Pte. Ltd.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Singapore
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 12 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Asia Investing (Mauritius) Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Mauritius
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 13 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Elevatech Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 14 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Asian Venture (Delaware) L.L.C.
--------------------------------------------------------
----------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 15 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Special Situations Investing Group III, Inc.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 16 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSSG Holdings LLC
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
603,750,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
603,750,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
603,750,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 17 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Stonebridge 2017 (Singapore) Pte. Ltd.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Singapore
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
69,000,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
69,000,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
69,000,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.7 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 18 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
StoneBridge 2017, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
47,189,120
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
47,189,120
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
47,189,120
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
Page 19 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
StoneBridge 2017 Offshore, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
21,810,880
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
21,810,880
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
21,810,880
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
Page 20 of 47
-----------------------
CUSIP No. 68276W103 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman Sachs RE Investments Holdings Limited
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
15,878,625
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
15,878,625
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,878,625
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.4 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 21 of 47
Item 1(a). Name of Issuer:
ONESMART INTERNATIONAL EDUCATION GROUP LIMITED
Item 1(b). Address of Issuer's Principal Executive Offices:
165 West Guangfu Road, Putuo District
Shanghai 200063
People's Republic of China
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMA
N SACHS & CO. LLC
Goldman Sachs Investments Holdings (Asia) Limited
Goldman Sachs International
Goldman Sachs Group UK Limited
Goldman Sachs (UK) L.L.C.
Goldman Sachs (Hong Kong) International Investments Limited
Goldman Sachs Holdings (Hong Kong) Limited
Goldman Sachs Holdings (Asia Pacific) Limited
Goldman Sachs (Asia) Corporate Holdings L.L.C.
Asia Investing Holdings Pte. Ltd
Asia Investing (Mauritius) Limited
Elevatech Limited
GS Asian Venture (Delaware) L.L.C.
Special Situations Investing Group III, Inc.
GSSG Holdings LLC
Stonebridge 2017 (Singapore) Pte. Ltd.
StoneBridge 2017, L.P.
StoneBridge 2017 Offshore, L.P.
Goldman Sachs RE Investments Holdings Limited
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.
200 West Street
New York, NY 10282
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Goldman Sachs Investments Holdings (Asia) Limited
Level 3, Alexander House
35 Cybercity
Ebene, Mauritius
Goldman Sachs International
Peterborough Court
133 Fleet Street
London, United Kingdom EC4A 2BB
Goldman Sachs Group UK Limited
Peterborough Court
133 Fleet Street
London, United Kingdom EC4A 2BB
Goldman Sachs (UK) L.L.C.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Goldman Sachs (Hong Kong) International Investments Limited
68/F Cheung Kong Center
2 Queen's Road Central
Hong Kong
Goldman Sachs Holdings (Hong Kong) Limited
68/F Cheung Kong Center
2 Queen's Road Central
Hong Kong
Goldman Sachs Holdings (Asia Pacific) Limited
Cheung Kong Center, 68th Floor
2 Queen's Road Central
Hong Kong
Goldman Sachs (Asia) Corporate Holdings L.L.C.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Asia Investing Holdings Pte. Ltd
1 Raffles Link, #07-01
Singapore, Singapore 039393
Asia Investing (Mauritius) Limited
Level 3, Alexander House
35 Cybercity
Ebene, Mauritius
Elevatech Limited
68/F Cheung Kong Center
2 Queen's Road
Hong Kong
GS Asian Venture (Delaware) L.L.C.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Special Situations Investing Group III, Inc.
1209 Orange Street
Wilmington, DE 19801
GSSG Holdings LLC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
Stonebridge 2017 (Singapore) Pte. Ltd.
1 Raffles Link, #07-01
Singapore, Singapore 039393
StoneBridge 2017, L.P.
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
StoneBridge 2017 Offshore, L.P.
P.O. Box 309, Ugland House
South Church Street
George Town, CAY KY1-1104
Goldman Sachs RE Investments Holdings Limited
P.O. Box 309, Ugland House
South Church Street
George Town, CAY KY1-1104
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
Goldman Sachs Investments Holdings (Asia) Limited - Mauritius
Goldman Sachs International - United Kingdom
Goldman Sachs Group UK Limited - United Kingdom
Goldman Sachs (UK) L.L.C. - Delaware
Goldman Sachs (Hong Kong) International Investments
Limited - Hong Kong
Goldman Sachs Holdings (Hong Kong) Limited - Hong Kong
Goldman Sachs Holdings (Asia Pacific) Limited - Hong Kong
Goldman Sachs (Asia) Corporate Holdings L.L.C. - Delaware
Asia Investing Holdings Pte. Ltd - Singapore
Asia Investing (Mauritius) Limited - Mauritius
Elevatech Limited - Hong Kong
GS Asian Venture (Delaware) L.L.C. - Delaware
Special Situations Investing Group III, Inc. - Delaware
GSSG Holdings LLC - Delaware
Stonebridge 2017 (Singapore) Pte. Ltd. - Singapore
StoneBridge 2017, L.P. - Delaware
StoneBridge 2017 Offshore, L.P. - Cayman Islands
Goldman Sachs RE Investments Holdings Limited - Cayman Islands
Item 2(d). Title of Class of Securities:
Class A Ordinary shares, par value US $0.000001 per share
Item 2(e). CUSIP Number:
68276W103
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 22 of 47
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.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in
connection with a nomination under Section 240.14a-11.
--------------------------
*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 23 of 47
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 10, 2020
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Terry Mosher
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Investments Holdings (Asia) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs International
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Group UK Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (UK) L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (Hong Kong) International Investments Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GGoldman Sachs Holdings (Hong Kong) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Holdings (Asia Pacific) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (Asia) Corporate Holdings L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Asia Investing Holdings Pte. Ltd
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Asia Investing (Mauritius) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Elevatech Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS Asian Venture (Delaware) L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Special Situations Investing Group III, Inc.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSSG Holdings LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Stonebridge 2017 (Singapore) Pte. Ltd.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
StoneBridge 2017, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
StoneBridge 2017 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs RE Investments Holdings Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 24 of 47
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. LLC
99.5 Power of Attorney, relating to
Goldman Sachs Investments Holdings (Asia) Limited
99.6 Power of Attorney, relating to
Goldman Sachs International
99.7 Power of Attorney, relating to
Goldman Sachs Group UK Limited
99.8 Power of Attorney, relating to
Goldman Sachs (UK) L.L.C.
99.9 Power of Attorney, relating to
Goldman Sachs (Hong Kong) International Investments Limited
99.10 Power of Attorney, relating to
Goldman Sachs Holdings (Hong Kong) Limited
99.11 Power of Attorney, relating to
Goldman Sachs Holdings (Asia Pacific) Limited
99.12 Power of Attorney, relating to
Goldman Sachs (Asia) Corporate Holdings L.L.C.
99.13 Power of Attorney, relating to
Asia Investing Holdings Pte. Ltd
99.14 Power of Attorney, relating to
Asia Investing (Mauritius) Limited
99.15 Power of Attorney, relating to
Elevatech Limited
99.16 Power of Attorney, relating to
GS Asian Venture (Delaware) L.L.C.
99.17 Power of Attorney, relating to
Special Situations Investing Group III, Inc.
99.18 Power of Attorney, relating to
GSSG Holdings LLC
99.19 Power of Attorney, relating to
Stonebridge 2017 (Singapore) Pte. Ltd.
99.20 Power of Attorney, relating to
StoneBridge 2017, L.P.
99.21 Power of Attorney, relating to
StoneBridge 2017 Offshore, L.P.
99.22 Power of Attorney, relating to
Goldman Sachs RE Investments Holdings Limited
Page 25 of 47
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 Ordinary shares, par value US $0.000001 per share, of ONESMART
INTERNATIONAL EDUCATION GROUP LIMITED 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 10, 2020
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Investments Holdings (Asia) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs International
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Group UK Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (UK) L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (Hong Kong) International Investments Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Holdings (Hong Kong) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs Holdings (Asia Pacific) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs (Asia) Corporate Holdings L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Asia Investing Holdings Pte. Ltd
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Asia Investing (Mauritius) Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Elevatech Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GS Asian Venture (Delaware) L.L.C.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Special Situations Investing Group III, Inc.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
GSSG Holdings LLC
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Stonebridge 2017 (Singapore) Pte. Ltd.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
StoneBridge 2017, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
StoneBridge 2017 Offshore, L.P.
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Goldman Sachs RE Investments Holdings Limited
By:/s/ Abdul Khayum
----------------------------------------
Name: Abdul Khayum
Title: Attorney-in-fact
Page 26 of 47
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 Stonebridge 2017 (Singapore)
Pte. Ltd. and Goldman Sachs Investments Holdings (Asia) Limited
(collectively, the "GS Stockholders"), and are owned, or may be deemed to be
beneficially owned by Goldman Sachs International, Goldman Sachs Group UK
Limited, Goldman Sachs (UK) L.L.C., Goldman Sachs (Hong Kong) International
Investments Limited,Goldman Sachs Holdings (Hong Kong) Limited, Goldman
Sachs Holdings (Asia Pacific) Limited, Goldman Sachs (Asia) Corporate
Holdings L.L.C., Asia Investing Holdings Pte. Ltd., Asia Investing (Mauritius)
Limited, Elevatech Limited, GS Asian Venture (Delaware) L.L.C., Special
Situations Investing Group III, Inc., GSSG Holdings LLC, Goldman Sachs RE
Investments Holdings Limited and GS Group. Goldman Sachs & Co. LLC
("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 and a direct subsidiary of GS Group, is the investment
manager of Stonebridge 2017, L.P., Stonebridge 2017 Offshore, L.P. which are
the stockholders of Stonebridge 2017 (Singapore) Pte. Ltd.
Page 27 of 47
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.
(the "Company") does hereby make,constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (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
March 1, 2021 unless earlier revoked by written instrument, or in the event
am 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 March 1, 2021, 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 Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 19, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019.
GOLDMAN SACHS GROUP, INC.
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 28 of 47
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company")
does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
acting individually, its true and lawful attorney, (each, an "Attorney-in-fact")
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
March 1, 2021 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 March 1, 2021, 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 Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on May 15, 2018.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 26, 2019
GOLDMAN SACHS & CO. LLC
By: /s/ Karen P. Seymour
____________________________
Name: Karen P. Seymour
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 29 of 47
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Goldman Sachs Investments Holdings
(Asia) Limited (the "Company") does hereby make, constitute and
appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, Jose Canas, and
Rachel Fraizer, 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, 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 specifically enumerated in this POA,
hereby ratifying and confirming all that said attorney-in-fact shall
lawfully do or cause to be done by virtue hereof.
The authority granted under this limited power of attorney is merely
administrative in nature with no independent right to take any decisions
whatsoever in respect of any business affairs of the Company.
The Company hereby undertakes that all acts, deeds and things lawfully
done by each said attorney-in-fact herein shall be accepted and ratified
as the acts, deeds and things done by the Company and shall be binding on
the Company.
THIS POWER OF ATTORNEY shall remain in full force and effect until the
earlier of (i) 31 December 2020 or (ii) such time it is revoked in writing
by the Company; provided that 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/she was appointed
attorney-in-fact prior to such time, this Power of Attorney shall cease to
have effect in relation to such attorney-in-fact upon such cessation of
employment or role. The Company has the unrestricted right unilaterally to
revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance
with the laws of Mauritius.
IN WITNESS WHEREOF, this Power of Attorney has been granted by the Company
on the 8th day of May 2018.
Goldman Sachs Investments Holdings (Asia) Limited
By: /s/ Teddy Lo Seen Chong
____________________________
Name: Teddy Lo Seen Chong
Title: Director
Page 30 of 47
EXHIBIT (99.6)
POWER OF ATTORNEY
GOLDMAN SACHS INTERNATIONAL (the "Company") of Plumtree Court,25 Shoe Lane,
London EC4A 4AU, a company duly incorporated and existing under the laws of
England and Wales, does hereby a
ppoint Eddie Arhagba, Abdul Khayum, Jerry Li,
Stephanie Snyder, Rachel Fraizer, Terry Mosher, and Apoorva Iyer,
(each an "Attorney-in-fact") individually, as its true and lawful attorney,
to consider, settle, approve, sign, execute, deliver and/or issue all
agreements, documents, certificates and instruments (all whether as a deed or
not) which the Attorney-in-fact in his or her absolute discretion considers
desirable and take any steps or do anything which the Attorney in his or her
absolute discretion considers desirable in connection with 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, such documents to be in such
form as such attorney-in-fact may approve on our behalf, such approval to be
conclusively evidenced by the due execution thereof.
This Power of Attorney shall remain in full force and effect until the earlier
of 1st December 2020 or, with respect to each Attorney-in-fact, until such time
as such Attorney ceases to perform the function in connection with which he or
she was appointed Attorney-in-fact, unless earlier revoked by written
instrument. The Company has the unrestricted right unilaterally to revoke this
Power of Attorney.
The Attorney-in-fact may not sub-delegate or substitute to any other person
the powers conferred under this Power of Attorney.
The Company undertakes to ratify and confirm whatever actions the Attorney has
done or has lawfully caused to be done under the authority or purported
authority of this Power of Attorney prior to the date hereof.
This Power of Attorney shall be governed by and construed in accordance with
the laws of England and Wales.
EXECUTED AS A DEED and THE COMMON SEAL of GOLDMAN SACHS INTERNATIONAL was
duly affixed and signed by either two Directors, two Managing Directors or
a Director/Managing Director and a Secretary duly authorised by, and
pursuant to, the resolution of the Board of Directors of Goldman Sachs
International dated 29th March 2011, on this 14 day of October 2019.
GOLDMAN SACHS INTERNATIONAL
By: /s/ David Wilson
____________________________
Name: David Wilson
Title: Managing Director
By: /s/ Carolyne Hodkin
____________________________
Name: Carolyne Hodkin
Title: Secretary
Page 31 of 47
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS GROUP UK LIMITED
(the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher,
Apoorva Iyer, and Rachel Fraizer (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 maybe deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by
one of its authorized signatories, hereby ratifying and confirming all
that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to
be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 1, 2019.
GOLDMAN SACHS GROUP UK LIMITED
By: /s/ Petra Monteiro
____________________________
Name: Petra Monteiro
Title: Authorized Signatory, Managing Director
Page 32 of 47
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS (UK) L.L.C.
(the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher,
Apoorva Iyer, and Rachel Fraizer,(and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any
and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to
securities which may be deemed to be beneficially owned by the Company
under the Act, giving and granting unto each said attorney-in-fact power
and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one
of its authorized signatories, hereby ratifying and confirming all that
said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
either revoked in writing by the undersigned or until such time
as the person or persons to whom power of attorney has been
hereby granted cease(s) to be an employee of The Goldman Sachs Group,
Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 1, 2019.
GOLDMAN SACHS (UK) L.L.C.
By: /s/ Graham Shaw
____________________________
Name: Graham Shaw
Title: Authorized Signatory, Managing Director
Page 33 of 47
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS (HONG KONG)
INTERNATIONAL INVESTMENTS LIMITED (the "Company") does hereby
make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, Jose Canas, and Rachel Fraizer, 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, 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 specifically enumerated in this POA, 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
the earlier of (i) 31 December 2020 or (ii) such time it is revoked
in writing by the Company; provided that 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/she was appointed attorney-in-fact
prior to such time, this Power of Attorney shall cease to have
effect in relation to such attorney-in-fact upon such cessation of
employment or role. The Company has the unrestricted right
unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in
accordance with the laws of Hong Kong.
IN WITNESS WHEREOF, this Power of Attorney has been granted by
the Company on 31st day of May 2018.
By: /s/ Adam Alfert
____________________________
Name: Adam Alfert
Title: Director
Page 34 of 47
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS HOLDINGS (HONG KONG)
LIMITED (the "Company") does hereby make, constitute and appoint each
of Eddie Arhagba, Abdul Khayum, Jerry Li,
Jose Canas, and Rachel Fraizer, 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,
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 specifically enumerated in this POA, 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 the
earlier of (i) 31 December 2020 or (ii) such time it is revoked in writing
by the Company; provided that 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/she was
appointed attorney-in-fact prior to such time, this Power of Attorney
shall cease to have effect in relation to such attorney-in-fact upon
such cessation of employment or role. The Company has the unrestricted
right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance
with the laws of Hong Kong.
IN WITNESS WHEREOF, this Power of Attorney has been granted by the Company on
31st day of May 2018.
By: /s/ Adam Alfert
____________________________
Name: Adam Alfert
Title: Director
Page 35 of 47
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS HOLDINGS
(ASIA PACIFIC) LIMITED (the "Company") does hereby make, constitute and
appoint each of Eddie Arhagba, Abdul Khayum, Jerry Li, Jose Canas, and
Rachel Fraizer, 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, 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 specifically enumerated in
this POA, hereby ratifying and confirming all that said attorney-in-fact
shall lavufully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in fu11 force and effect until the
earlier of (i) 31 December 2020 or (ii) such time it is revoked in
writing by the Company; provided that 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/she was appointed attorney-in-fact prior to such time, this Power of
Attorney shall cease to have effect in relation to such attorney-in-fact
upon such cessation of employment or role. The Company has the unrestricted
right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance
with the laws of Hong Kong.
IN WITNESS WHEREOF, this Power of Attorney has been granted by the Company
on 31st day of May 2018.
By: /s/ Adam Alfert
____________________________
Name: Adam Alfert
Title: Director
Page 36 of 47
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS (ASIA)
CORPORATE HOLDINGS L.L.C. (the "Company") does hereby make, constitute
and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba,
Abdul Khayum, Terry Mosher, Apoorva Iyer, and Rachel (each, an "attorney-
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 maybe 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
ceases to be an employee of The Goldman Sachs Group, Inc. or one of its
affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of August 2, 2019.
GOLDMAN SACHS (ASIA) CORPORATE HOLDINGS L.L.C.
By: /s/ Jane Kelsey
____________________________
Name: Jane Kelsey
Title: Authorized Signatory, Managing Director
Page 37 of 47
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS ASIA INVESTING HOLDINGS PTE. LTD.
(the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder,Jerry Li, Eddie Arhagba, Abdul Khayum,Terry Mosher,
Apoorva Iyer and Rachel Fraizer
(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 fu11 force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of August 1,2019.
ASIA INVESTING HOLDINGS PTE. LTD.
By: /s/ David Chou
____________________________
Name: David Chou
Title: Authorized Signatory, Managing Director
Page 38 of 47
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS ASIA INVESTING (MAURITIUS) LIMITED (the
"Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, Jose Canas, and Rachel Fraizer ( or other employees
designated in writing of The Goldman Sachs Group, Inc. or one of its
affiliates), 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, filings req
uired 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 specifically enumerated in this
Power of Attorney, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
The authority granted under this limited Power of Attorney is merely
administrative in nature with no independent right to take any decisions
whatsoever in respect of any business affairs of the Company.
The Company hereby undertakes that all acts, deeds and things lawfully done by
each said attorney-in-fact herein shall be accepted and ratified as the acts,
deeds and things done by the Company and shall be binding on the Company.
This Power of Attorney shall remain in full force and effect until the earlier
of (i) 31 December 2020 or (ii) such time it is revoked in writing by the
Company; provided that 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/she was appointed
attorney-in-fact prior to such time, this Power of Attorney shall cease
to have effect in relation to such attorney-in-fact upon such cessation
of employment or role. The Company has the unrestricted right unilaterally
to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance
with the laws of Mauritius.
IN WITNESS WHEREOF, this Power of Attorney has been granted by the Company on
the 30th day of May 2018.
ASIA INVESTING (MAURITIUS) LIMITED
By: /s/ Teddy Lo Seen Chong
____________________________
Name: Teddy Lo Seen Chong
Title: Director
Page 39 of 47
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS ELEVATECH LIMITED (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, Jose Canas, and Rachel Fraizer, 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, 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 specifically enumerated in this POA, 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 the
earlier of (i) 31 December 2020 or (ii) such time it is revoked in writing
by the Company; provided that 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/she was
appointed attorney-in-fact prior to such time, this Power of Attorney
shall cease to have effect in relation to such attorney-in-fact upon
such cessation of employment or role. The Company has the unrestricted
right unilaterally to revoke this Power of Attorney.
This Power of Attorney shall be governed by and construed in accordance
with the laws of Hong Kong.
IN WITNESS WHEREOF, this Power of Attorney has been granted by the
Company on 31st day of May 2018
ELEVATECH LIMITED
By: /s/ David Chou
____________________________
Name: David Chou
Title: Director
Page 40 of 47
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS ASIAN VENTURE (DELAWARE) L.L.C. (the
"Company") does hereby make, constitute and appoint each of Stephanie Snyder,
Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Apoorva Iyer, and
Rachel Fraizer (each, an "attorney-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 maybe deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
August 2, 2019.
GS ASIAN VENTURE (DELAWARE) L.L.C.
By: /s/ Jane Kelsey
____________________________
Name: Jane Kelsey
Title: Authorized Signatory, Managing Director
Page 41 of 47
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Special Situations Investing Group III, Inc.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (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 31, 2019.
Special Situations Investing Group III, Inc.
By: /s/ Milton Millman
____________________________
Name: Milton Millman
Title: Authorized Signatory, Managing Director
Page 42 of 47
EXHIBIT (99.18)
PPOWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSSG Holdings LLC (the "Company") does
hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li,
Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer
(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 31, 2019.
GSSG Holdings LLC
By: /s/ Milton R. Millman III
____________________________
Name: Milton R. Millman III
Title: President
Page 43 of 47
EXHIBIT (99.19)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Stonebridge 2017 (Singapore) Pte. Ltd.
(the "Company") does hereby make, constitute and appoint each of
Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher,
Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs
Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company under the Securities Exchange Act of 1934,
(as amended, the "Act"), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 1, 2019.
Stonebridge 2017 (Singapore) Pte. Ltd.
By: /s/ Takuma Higuchi
____________________________
Name: Takuma Higuchi
Title: Authorized Signatory, Vice President
Page 44 of 47
EXHIBIT (99.20)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Stonebridge 2017, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer,
and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc.
or one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney
-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 1, 2019.
Stonebridge 2017, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 45 of 47
EXHIBIT (99.21)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS Stonebridge 2017 Offshore, L.P.
(the "Company") does hereby make, constitute and appoint each of Stephanie
Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and
Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver
in its name and on its behalf whether the Company is acting individually or
as representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of August 1, 2019.
Stonebridge 2017 Offshore, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 46 of 47
EXHIBIT (99.22)
POWER OF ATTORNEY
GOLDMAN SACHS RE INVESTMENTS HOLDINGS LIMITED
THIS POWER OF ATTORNEY EXPIRES ON 31 DECEMBER 2022 UNLESS EARLIER REVOKED
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS RE INVESTMENTS HOLDINGS LIMITED
(the "Company"), a company having its registered office at P.O. Box 309, Ugland
House, Grand Cayman, KY1-1104, Cayman Islands, does hereby make, constitute and
appoint each Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry
Mosher, Rachel Fraizer, and Javier Gonzalez ("the Attorneys"), 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 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 Attorneys, hereby ratifying and
confirming all that said Attorney shall lawfull
y do or cause to be done
by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until
31 December 2022 unless earlier revoked in writing by the Company; provided that
in the event the Attorney ceases to perform the function in connection with
which he/she was appointed Attorney or ceases to be an employee of The Goldman
Sachs Group, Inc. or one of its affiliates, prior to such time, this Power of
Attorney shall cease to have effect. The Company has the unrestricted right
unilaterally to revoke this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of February 13, 2020.
This Power of Attorney shall be governed by and construed in accordance with
the laws of the Cayman Islands.
FOR AND ON BEHALF OF
GOLDMAN SACHS RE INVESTMENTS HOLDINGS LIMITED
By: /s/ Jonathan Vanice
____________________________
Name: Jonathan Vanica
Title: Authorized Signatory, Vice President
Page 47 of 47