UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
TIPTREE FINANCIAL INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
88822Q103
--------------------------------------------
(CUSIP Number)
December 31, 2015
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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)
[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,
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 35
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CUSIP No. 88822Q103 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) [_]
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3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,632,018
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,632,018
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,632,018
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.1 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 35
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CUSIP No. 88822Q103 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) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,632,018
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,632,018
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,632,018
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.1 %
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12. Type of Reporting Person
BD-PN-IA
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Page 3 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS VI, L.L.C.
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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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 4 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI FUND, L.P.
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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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 5 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI ADVISORS, L.L.C.
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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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 6 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 7 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI OFFSHORE ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 8 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI GMBH & CO. KG
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
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4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 9 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS MANAGEMENT GP GMBH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 10 of 35
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CUSIP No. 88822Q103 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI PARALLEL, L.P.
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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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 11 of 35
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CUSIP No. 88822Q103 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI PARALLEL PROSIGHT, 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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 12 of 35
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CUSIP No. 88822Q103 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
ProSight Equity Management 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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
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Page 13 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
ProSight Parallel Investment 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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 14 of 35
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CUSIP No. 88822Q103 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
PROSIGHT INVESTMENT 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
5,596,000
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,596,000
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,000
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
16.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 15 of 35
Item 1(a). Name of Issuer:
TIPTREE FINANCIAL INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
780 Third Avenue, 21st Floor,
New York, New York 10017
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.;
GOLDMAN, SACHS & CO.;
GS ADVISORS VI, L.L.C.;
GS CAPITAL PARTNERS VI FUND, L.P.;
GSCP VI ADVISORS, L.L.C.;
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.;
GSCP VI OFFSHORE ADVISORS, L.L.C.;
GS CAPITAL PARTNERS VI GMBH & CO. KG;
GOLDMAN, SACHS MANAGEMENT GP GMBH ;
GS CAPITAL PARTNERS VI PARALLEL, L.P.;
GSCP VI PARALLEL PROSIGHT, L.L.C.;
ProSight Equity Management Inc.;
ProSight Parallel Investment LLC; and
PROSIGHT INVESTMENT LLC
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC.,
GOLDMAN, SACHS & CO.,
GS ADVISORS VI, L.L.C.,
GS CAPITAL PARTNERS VI FUND, L.P.,
GSCP VI ADVISORS, L.L.C.,
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
GSCP VI OFFSHORE ADVISORS, L.L.C.,
GS CAPITAL PARTNERS VI GMBH & CO. KG,
GOLDMAN, SACHS MANAGEMENT GP GMBH,
GS CAPITAL PARTNERS VI PARALLEL, L.P.,
GSCP VI PARALLEL PROSIGHT, L.L.C.,
ProSight Equity Management Inc.,
ProSight Parallel Investment LLC,
PROSIGHT INVESTMENT LLC:
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS ADVISORS VI, L.L.C. - Delaware
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GSCP VI PARALLEL PROSIGHT, L.L.C. - Delaware
ProSight Equity Management Inc. - Delaware
ProSight Parallel Investment LLC - Delaware
PROSIGHT INVESTMENT LLC - Delaware
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.001 per share
Item 2(e). CUSIP Number:
88822Q103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] A non-U.S.institution in accordance with
Rule 13d-1(b)(1)(ii)(J);
(k).[_] A group, provided that all the members are persons
specified with Rule 13d-1(b)(1)(ii)(A) through (J).
If filing as a non-US institution in accordance with Rule 13d-1(b)
(1)(ii)(J), please specify the type of institution:
Page 16 of 35
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).
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"),
Goldman, Sachs & Co. ("Goldman Sachs"), GS Advisors VI, L.L.C. ("GS Advisors"),
GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GSCP VI Offshore
Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP
GMBH ("GS GmbH"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS
Capital Partners VI Offshore Fund, L.P. ("GS Capital VI Offshore"), GS Capital
Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI
Parallel, L.P. ("GS Capital VI Parallel"), GSCP VI Parallel ProSight, L.L.C.
("GS Capital VI Parallel ProSight" and together with GS Capital VI, GS Capital
VI Offshore, GS Germany VI and GS Capital VI Parallel, the "Funds"),
ProSight Equity Management Inc. ("ProSight Equity"), ProSight Investment LLC
("ProSight Investment") and ProSight Parallel Investment LLC ("ProSight
Parallel Investment" and collectively, the "Reporting Persons").
5,596,000 of the shares of Class A Common Stock, par value $0.001 per share
("Common Stock"), of Tiptree Financial Inc. (the "Company") reported herein
were received by indirect subsidiaries of ProSight Global Holdings Ltd.
("ProSight Global") on August 5, 2014, in exchange for their limited partnership
interests in Tiptree Financial Partners, LP. ProSight Investment and ProSight
Parallel Investment are shareholders of ProSight Global. ProSight Equity is
the manager of ProSight Investment and ProSight Parallel Investment. The Funds
own ProSight Investment and ProSight Parallel Investment.
Each of (i) GS Capital VI and its general partner, GSCP VI Advisors, (ii) GS
Capital VI Offshore and its general partner, GSCP VI Offshore Advisors, (iii)
GS Capital VI Parallel and its general partner, GS Advisors, (iv) GS
Germany VI and its general partner, GS GmbH, and (v) GS Capital VI Parallel
ProSight may be deemed to beneficially own indirectly the 5,596,000 shares
of Common Stock held by indirect subsidiaries of ProSight Global.
For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other
applicable purpose), GS Group and Goldman Sachs may be deemed to beneficially
own indirectly the 5,596,000 shares of Common Stock held by indirect
subsidiaries of ProSight Global because (i) the Funds own ProSight Investment
and ProSight Parallel Investment, (ii) GS Advisors, GSCP VI Advisors, GSCP VI
Offshore Advisors and GS GmbH are affiliates of GS Group and Goldman Sachs,
(iii) Goldman Sachs is the investment manager of certain of the Funds, and
(iv) of the relationship between ProSight Equity and Goldman Sachs. Goldman
Sachs is a wholly-owned subsidiary of GS Group.
In accordance with Rule 13d-4, the filing of this Schedule 13G shall not be
construed an admission that any of the Reporting Persons share or have
beneficial ownership of the Common Stock of the Company.
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.
--------------------------
*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 17 of 35
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: $dateOfSigning(Will be populated when Signatory views document)
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI PARALLEL PROSIGHT, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ProSight Equity Management Inc.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ProSight Parallel Investment LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
PROSIGHT INVESTMENT LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 18 of 35
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS VI FUND, L.P.
99.7 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.9 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.11 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.12 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.13 Power of Attorney, relating to
GSCP VI PARALLEL PROSIGHT, L.L.C.
99.14 Power of Attorney, relating to
ProSight Equity Management Inc.
99.15 Power of Attorney, relating to
ProSight Parallel Investment LLC
99.16 Power of Attorney, relating to
PROSIGHT INVESTMENT LLC
Page 19 of 35
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A Common Stock, par value $0.001 per share, of TIPTREE FINANCIAL 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: $dateOfSigning(Will be populated when Signatory views document)
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
GSCP VI PARALLEL PROSIGHT, L.L.C.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ProSight Equity Management Inc.
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
ProSight Parallel Investment LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
PROSIGHT INVESTMENT LLC
By:/s/ Jeremy Kahn
----------------------------------------
Name: Jeremy Kahn
Title: Attorney-in-fact
Page 20 of 35
EXHIBIT (99.2)
ITEM 7 INFORMATION
5,596,000 of the shares of Class A Common Stock, par value $0.001 per share
("Common Stock"), of Tiptree Financial Inc. (the "Company") reported herein were
received by indirect subsidiaries of ProSight Global Holdings Ltd. ("ProSight
Global") on August 5, 2014 in exchange for their limited partnership interests
in Tiptree Financial Partners, LP. ProSight Investment LLC ("ProSight
Investment") and ProSight Parallel Investment LLC ("ProSight Parallel
Investment") are shareholders of ProSight Global. ProSight Equity
Management Inc. ("ProSight Equity") is the manager of ProSight Investment and
ProSight Parallel Investment. GS Capital Partners VI Fund, L.P. ("GS Capital
VI"),GS Capital Partners VI Offshore Fund, L.P. ("GS Capital VI Offshore"),
GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), GS Capital Partners VI
Parallel, L.P. ("GS Capital VI Parallel"), GSCP VI Parallel ProSight, L.L.C.
("GS Capital VI Parallel ProSight" and together with GS Capital VI, GS Capital
VI Offshore, GS Germany VI and GS Capital VI Parallel, the "Funds") own
ProSight Investment and ProSight Parallel Investment.
Each of (i) GS Capital VI and its general partner, GSCP VI Advisors, L.L.C.
("GSCP VI Advisors"), (ii) GS Capital VI Offshore and its general partner,
GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), (iii) GS
Capital VI Parallel and its general partner, GS Advisors VI, L.L.C. ("GS
Advisors"), (iv) GS Germany VI and its general partner, Goldman, Sachs
Management GP GMBH ("GS GmbH"), and (v) GS Capital VI Parallel ProSight may
be deemed to beneficially own indirectly the 5,596,000 shares of Common Stock
held by indirect subsidiaries of ProSight Global.
For purposes of Rule 13d-3(a) and Rule 16a-1(a) only (and not for any other
applicable purpose), The Goldman Sachs Group, Inc. ("GS Group") and Goldman,
Sachs & Co. ("Goldman Sachs") may be deemed to beneficially own indirectly all
of the 5,596,000 shares of Common Stock held by indirect subsidiaries of
ProSight Global because (i) the Funds own ProSight Investment and ProSight
Parallel Investment, (ii) GS Advisors, GSCP VI Advisors, GSCP VI Offshore
Advisors and GS GmbH are affiliates of GS Group and Goldman Sachs, (iii) Goldman
Sachs is the investment manager of certain of the Funds, and (iv) of the
relationship between ProSight Equity and Goldman Sachs. Goldman Sachs is a
wholly-owned subsidiary of GS Group.
Page 21 of 35
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 tothat Power of Attorney dated November 27, 2012 (the "POA"),
does hereby designate Veruna Stanescu, Lee Tryhorn and Leo Herskovich,
employees of the Company, as additional attorneys-in-fact, with the same
authority to act as provided to the undersigned and the other to the 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
April 21, 2015.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 22 of 35
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 Veruna Stanescu, Lee Tryhorn and Leo Herskovich, employees of
the Company, as additional attorneys-in-fact, with the same authority
to act as provided to the undersigned and the other to the 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
April 21, 2015.
GOLDMAN, SACHS & CO
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 23 of 35
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS ADVISORS VI, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS ADVISORS VI, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-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.
GS ADVISORS VI, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 24 of 35
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI FUND, L.P. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS VI FUND, L.P. (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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.
GS CAPITAL PARTNERS VI FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 25 of 35
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Ronald L. Christopher, Dan
Deluca, Robert Belva and Jeremy Kahn (and any other employee of The Goldman
Sachs Group, Inc. or one of its affiliates designated in writing by one of the
attorneys-in-fact), acting individually, its true and lawful attorney, to
execute and deliver in its name and on its behalf whether the Company is acting
individually or as representative of others, any and all filings required to be
made by the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in-
fact power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP VI ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP VI ADVISORS, L.L.C. (the "Company") , pursuant to
that Power of Attorney dated September 24, 2010 (the "POA"), does hereby
designate Priya Iyer and Brian Bae, employees of the Company, as additional
attorneys-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.
GSCP VI ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 26 of 35
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI OFFSHORE FUND,
L.P. (the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. (the "Company")
, pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 27 of 35
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GSCP VI OFFSHORE ADVISORS, L.L.C. (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 28 of 35
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS ADVISORS VI, L.L.C., and its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS VI GMBH & CO. KG (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 29 of 35
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH (the
"Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ John E. Bowman
____________________________
Name: John E. Bowman
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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 MANAGEMENT GP GMBH
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 30 of 35
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher, Dan Deluca, Robert Belva and Jeremy Kahn (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by
one of the attorneys-in-fact), acting individually, its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Company is acting individually or as representative of others, any and all
filings required to be made by the Company under the Securities Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be beneficially owned by the Company under the Act, giving and granting unto
each said attorney-in-fact power and authority to act in the premises as fully
and to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 24, 2010.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its General Partner
By: /s/ Christine Vollertsen
____________________________
Name: Christine Vollertsen
Title: Vice President and Secretary
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS VI PARALLEL, L.P. (the "Company") ,
pursuant to that Power of Attorney dated September 24, 2010 (the "POA"),
does hereby designate Priya Iyer and Brian Bae, employees of the Company,
as additional attorneys-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.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 31 of 35
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI PARALLEL PROSIGHT, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Veruna Stanescu, 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
December 18, 2015.
GSCP VI PARALLEL PROSIGHT, L.L.C.
By: /s/ Laurie E. Schmidt
____________________________
Name: Laurie E. Schmidt
Title: Vice President
Page 32 of 35
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ProSight Equity Management Inc. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn, Veruna Stanescu, 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
December 18, 2015.
ProSight Equity Management Inc.
By: /s/ Anthony M. Arnold
____________________________
Name: Anthony M. Arnold
Title: Vice President and Secretary
Page 33 of 35
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that ProSight Parallel Investment LLC (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn, Veruna Stanescu, 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
December 18, 2015.
ProSight Parallel Investment LLC
By: ProSight Equity Management Inc., its Mananging Member
By: /s/ Anthony M. Arnold
____________________________
Name: Anthony M. Arnold
Title: Vice President and Secretary
Page 34 of 35
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that PROSIGHT INVESTMENT LLC (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn, Veruna Stanescu, 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
December 18, 2015.
PROSIGHT INVESTMENT LLC
By: ProSight Equity Management Inc., its Mananging Member
By: /s/ Anthony M. Arnold
____________________________
Name: Anthony M. Arnold
Title: Vice President and Secretary
Page 35 of 35