UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LIMELIGHT NETWORKS, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
53261M104
--------------------------------------------
(CUSIP Number)
December 31, 2008
-------------------------------------------------------------------------------
(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 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
30,273,393
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
30,273,393
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
30,273,393
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
36.4%
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12. Type of Reporting Person
HC-CO
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Page 2 of 27
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CUSIP No. 53261M104 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
30,273,393
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
30,273,393
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
30,273,393
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
36.4%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
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Page 3 of 27
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CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Fund, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
15,940,283
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
15,940,283
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,940,283
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
19.3 %
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12. Type of Reporting Person
PN
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Page 4 of 27
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CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Advisors, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
15,940,283
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
15,940,283
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
15,940,283
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
19.3 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 5 of 27
-----------------------
CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Offshore Fund, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
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
8,234,087
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,234,087
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,234,087
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
10.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 27
-----------------------
CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP V Offshore Advisors, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
8,234,087
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,234,087
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,234,087
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
10.0 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 7 of 27
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CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V Institutional, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,466,153
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,466,153
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,466,153
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 8 of 27
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CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Advisors V. L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,466,153
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,466,153
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,466,153
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
6.6 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 9 of 27
-----------------------
CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS Capital Partners V GmbH & Co. KG
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
631,970
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
631,970
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
631,970
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 10 of 27
-----------------------
CUSIP No. 53261M104 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs Capital 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
631,970
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
631,970
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
631,970
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 27
Item 1(a). Name of Issuer:
LIMELIGHT NETWORKS, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
2220 W. 14th Street
Tempe, AZ 85281
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
GS Capital Partners V Fund, L.P.
GSCP V Advisors, L.L.C.
GS Capital Partners V Offshore Fund, L.P.
GSCP V Offshore Advisors, L.L.C.
GS Capital Partners V Institutional, L.P.
GS Advisors V. L.L.C.
GS Capital Partners V GmbH & Co. KG
Goldman, Sachs Capital Management GP GmbH
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.,
Goldman, Sachs & Co., GS Capital Partners V Fund, L.P.,
GS Capital Partners V Institutional, L.P.,
GS Advisors V, L.L.C, GSCP V Advisors, L.L.C.,
GSCP V Offshore Advisors, L.L.C.
85 Broad Street, New York, NY 10004
GS Capital Partners V Offshore Fund, L.P.
c/o M&C Corporate Services Ltd., P.O. Box 309, Grand Cayman,
Cayman Islands
GS Capital Partners V GmbH & Co. KG,
Goldman, Sachs Capital Management GP GmbH:
MesseTurm, 60308 Frankfurt am Main, Germany
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
GS Capital Partners V Fund, L.P. - Delaware
GSCP V Advisors, L.L.C. - Delaware
GS Capital Partners V Offshore Fund, L.P. - Cayman Islands
GSCP V Offshore Advisors, L.L.C. - Delaware
GS Capital Partners V Institutional, L.P. - Delaware
GS Advisors V. L.L.C. - Delaware
GS Capital Partners V GmbH & Co. KG - Germany
Goldman, Sachs Capital Management GP GmbH - Germany
Item 2(d). Title of Class of Securities:
Common Stock, $ 0.001 par value
Item 2(e). CUSIP Number:
53261M104
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a:
(a).[ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[ ] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[ ] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[ ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 12 of 27
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.
Not Applicable
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.
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 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 13 of 27
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 13, 2009
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Fund, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Offshore Fund, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GSCP V Offshore Advisors, L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Institutional, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Advisors V. L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V GmbH & Co. KG
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
Goldman, Sachs Capital Management GP GmbH
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
Page 14 of 27
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 Capital Partners V Fund, L.P.
99.6 Power of Attorney, relating to
GSCP V Advisors, L.L.C.
99.7 Power of Attorney, relating to
GS Capital Partners V Offshore Fund, L.P.
99.8 Power of Attorney, relating to
GSCP V Offshore Advisors, L.L.C.
99.9 Power of Attorney, relating to
GS Capital Partners V Institutional, L.P.
99.10 Power of Attorney, relating to
GS Advisors V. L.L.C.
99.11 Power of Attorney, relating to
GS Capital Partners V GmbH & Co. KG
99.12 Power of Attorney, relating to
Goldman, Sachs Capital Management GP GmbH
Page 15 of 27
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, of LIMELIGHT NETWORKS, INC.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: February 13, 2009
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Fund, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GSCP V Advisors, L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Offshore Fund, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GSCP V Offshore Advisors, L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V Institutional, L.P.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Advisors V. L.L.C.
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
GS Capital Partners V GmbH & Co. KG
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
Goldman, Sachs Capital Management GP GmbH
By:/s/ Ronald L. Christopher
----------------------------------------
Name: Ronald L. Christopher
Title: Attorney-in-fact
Page 16 of 27
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc. ("GS
Group"), as a parent holding company, are owned by GS Capital Partners V Fund,
L.P., GS Capital Partners V Institutional, L.P., each a Delaware limited
partnership, GS Capital Partners V Offshore Fund, L.P., a Cayman Islands
exempted limited partnership, and GS Capital Partners V GmbH & Co. KG, a German
civil law partnership with limitation of liability (collectively, the "Investing
Entities"), or are owned, or may be deemed to be beneficially owned, by Goldman,
Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. The general partner, managing general partner or other
manager of each of the Investing Entities is an affiliate of GS Group. Goldman
Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment
manager of certain of the Investing Entities.
Page 17 of 27
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 Ronald L.
Christopher, Dan Deluca 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 October 14, 2008.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
Page 18 of 27
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 Ronald L.
Christopher, Dan Deluca 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 October 14, 2008.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
__________________________
Name: Gregory K. Palm
Title: Managing Director
Page 19 of 27
Exhibit (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners V Fund, L.P.
(the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (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-in-fact, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company 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 February 8, 2008.
GS Capital Partners V, L.P.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 20 of 27
Exhibit (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS V, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury
and Ronald L. Christopher (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-in-fact,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company 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 February 13, 2008.
GS ADVISORS V, L.L.C.
By:/s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 21 of 27
Exhibit (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPTIAL PARTNERS V OFFSHORE
Fund L.P.(the "Company") does hereby make, constitute and appoint each of
Catherine Wedgbury, Ronald L. Christopher and Lauren LoFaro (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-in-fact, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others, any
and all filings required to be made by the Company 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 February 8, 2008.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: /s/ Adrian M. Jones
-----------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 22 of 27
Exhibit (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V OFFSHORE ADVISORS,
L.L.C.(the "Company") does hereby make, constitute and appoint each of Catherine
Wedgbury, Ronald L. Christopher and Lauren LoFaro (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-in-fact, to execute and deliver in its name and on its behalf whether
the Company is acting individually or as representative of others, any and all
filings required to be made by the Company 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 February 8, 2008.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
-----------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 23 of 27
Exhibit (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS Capital Partners V
Institutional, L.P. (the "Company") does hereby make, constitute and appoint
each of Catherine Wedgbury, Ronald L. Christopher and Lauren LoFaro (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-in-fact, to execute and deliver in its name and on its
behalf whether the Company is acting individually or as representative of
others, any and all filings required to be made by the Company 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 February 8, 2008.
GS Capital Partners V Institutional, L.P.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 24 of 27
Exhibit (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP V ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Catherine Wedgbury,
Ronald L. Christopher and Lauren LoFaro (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-in-fact,
to execute and deliver in its name and on its behalf whether the Company is
acting individually or as representative of others, any and all filings required
to be made by the Company 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 February 8, 2008.
GSCP V ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 25 of 27
Exhibit (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Ronald L.
Christopher and Lauren LoFaro, 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, 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 February 8, 2008.
GS CAPITAL PARTNERS V GmbH & CO. KG
By: Goldman Sachs Management GP GmbH
/s/ John E. Bowman
By: ----------------------------------------------------
JOHN E. BOWMAN, Managing Director
Page 26 of 27
Exhibit (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS CAPITAL MANAGEMENT
GP GMBH (the "Company") does hereby make, constitute and appoint each of
Catherine Wedgbury and Ronald L. Christopher, (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 February 12, 2008.
GOLDMAN, SACHS CAPITAL MANAGEMENT GP GMBH
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Managing Director
Page 27 of 27