UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
T2 BIOSYSTEMS, INC.
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(Name of Issuer)
Common Stock, $0.001 par value per share
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(Title of Class of Securities)
89853L104
--------------------------------------------
(CUSIP Number)
December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[_] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 21
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CUSIP No. 89853L104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,457,348
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,457,348
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,457,348
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
17.3 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 21
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CUSIP No. 89853L104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,457,348
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,457,348
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,457,348
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
17.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
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Page 3 of 21
-----------------------
CUSIP No. 89853L104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
2,904,083
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,904,083
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,904,083
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.5 %
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12. Type of Reporting Person
OO
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Page 4 of 21
-----------------------
CUSIP No. 89853L104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2013 HOLDINGS, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
124,460
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
124,460
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
124,460
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 5 of 21
-----------------------
CUSIP No. 89853L104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD ADVISORS, L.L.C.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
124,460
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
124,460
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
124,460
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 6 of 21
-----------------------
CUSIP No. 89853L104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2013 HOLDINGS, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
428,697
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
428,697
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
428,697
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 7 of 21
-----------------------
CUSIP No. 89853L104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [x]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
428,697
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
428,697
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
428,697
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 8 of 21
Item 1(a). Name of Issuer:
T2 BIOSYSTEMS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
101 Hartwell Avenue
Lexington, Massachusetts 02421
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
MBD 2013 HOLDINGS, L.P.
MBD ADVISORS, L.L.C.
BRIDGE STREET 2013 HOLDINGS, L.P.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business office of each of the
Reporting Persons is:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware
MBD 2013 HOLDINGS, L.P. - Cayman Islands
MBD ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2013 HOLDINGS, L.P. - Cayman Islands
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.001 par value per share
Item 2(e). CUSIP Number:
89853L104
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).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-US institution in accordance with Rule 13d-1(b)
(1)(ii)(J), please specify the type of institution:
Page 9 of 21
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.
Each of the Reporting Persons expressly disclaims membership
in a "Group" as defined in Rule 13d-1(b)(ii)(k)
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
Page 10 of 21
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 17, 2015
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
MBD 2013 HOLDINGS, L.P.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BRIDGE STREET 2013 HOLDINGS, L.P.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
Page 11 of 21
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
99.6 Power of Attorney, relating to
MBD 2013 HOLDINGS, L.P.
99.7 Power of Attorney, relating to
MBD ADVISORS, L.L.C.
99.8 Power of Attorney, relating to
BRIDGE STREET 2013 HOLDINGS, L.P.
99.9 Power of Attorney, relating to
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
Page 12 of 21
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Common Stock, $0.001 par value per share, of T2 BIOSYSTEMS, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 17, 2015
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
MBD 2013 HOLDINGS, L.P.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
MBD ADVISORS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BRIDGE STREET 2013 HOLDINGS, L.P.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By:/s/ Brian Bae
----------------------------------------
Name: Brian Bae
Title: Attorney-in-fact
Page 13 of 21
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 Broad Street
Principal Investments, L.L.C., Bridge Street 2013 Holdings, L.P.,
Bridge Street Opportunity Advisors, L.L.C., MBD 2013 Holdings, L.P.
and MBD Advisors, L.L.C. (collectively, the "GS Investing Entities"),
or are owned, or may be deemed to be beneficially owned by GOLDMAN
SACHS & CO. ("Goldman Sachs"), a broker or dealer registered under
Section 15 of the Act and an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. Affiliates of
GS Group and Goldman Sachs are the general partner, managing limited
partner or managing partner of the GS Investing Entities. Goldman
Sachs serves as the investment manager of certain of the GS Investing
Entities and is a wholly owned subsidiary of GS Group.
Page 14 of 21
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company") , pursuant
to that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, employee of the Company, as additional attorney-in-fact,
with the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, 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 Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 15 of 21
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and
Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The Company
has the unrestricted right to unilaterally revoke this Power of Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN, SACHS & CO (the "Company") , pursuant to
that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, an employee of the Company, as an additional
attorney-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, 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 Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN, SACHS & CO
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 16 of 21
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Broad Street Principal Investments,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn, and Leo
Herskovich (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
January 14, 2015.
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
By:/s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 17 of 21
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2013 Holdings, L.P. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn,
Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(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
January 14, 2015.
MBD 2013 HOLDINGS, L.P.,
By: MBD 2013 OFFSHORE, L.P., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 18 of 21
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD Advisors, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(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
January 14, 2015.
MBD ADVISORS, L.L.C.
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 19 of 21
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET 2013 Holdings, L.P.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(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
January 26, 2015.
BRIDGE STREET 2013 Holdings, L.P.
By: Bridge Street Opportunity Advisors, L.L.C., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 20 of 21
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Bridge Street Opportunity Advisors,
L.L.C. (the "Company") does hereby make, constitute and appoint each of
Dan Deluca, Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn, and Leo
Herskovich (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
January 14, 2015.
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 21 of 21