ThZeal - The Zeal

SC 13G 1 13G_Best_Final.txt 13G BEST INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BEST INC. ------------------------------------------------------------------------------- (Name of Issuer) Class A ordinary shares** ------------------------------------------------------------------------------- (Title of Class of Securities) 08653C106 -------------------------------------------- (CUSIP Number) October 11, 2019 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [] Rule 13d-1(b) [X] Rule 13d-1(c) [] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. **CUSIP represents American Depositary Shares, each representing one Class A ordinary share of the Issuer 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 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person THE GOLDMAN SACHS GROUP, INC. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 12,702,068 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,702,068 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,702,068 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO ------------------------------------------------------------------------------ Page 2 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GOLDMAN SACHS & CO. LLC ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 12,702,068 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 12,702,068 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 12,702,068 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-OO-IA ------------------------------------------------------------------------------ Page 3 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 2014, 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 344,939 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 344,939 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 344,939 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 4 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person STONE STREET 2014 OFFSHORE, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 200,890 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 200,890 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 200,890 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 5 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 2014 OFFSHORE, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 87,364 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 87,364 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 87,364 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.0 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 6 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET 2014 OFFSHORE, L.P. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Cayman Islands ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 332,194 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 332,194 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 332,194 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.1 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 7 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 6,822,714 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 6,822,714 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,822,714 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 8 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person STONE STREET 2014, 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 488,100 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 488,100 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 488,100 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 9 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET 2014, 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 1,047,117 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,047,117 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,047,117 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.4 % ------------------------------------------------------------------------------ 12. Type of Reporting Person PN ------------------------------------------------------------------------------ Page 10 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MBD 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 432,303 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 432,303 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 432,303 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 11 of 29 ----------------------- CUSIP No. 08653C106 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 2,068,301 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 2,068,301 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,068,301 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.8 % ------------------------------------------------------------------------------ 12. Type of Reporting Person OO ------------------------------------------------------------------------------ Page 12 of 29 Item 1(a). Name of Issuer: BEST INC. Item 1(b). Address of Issuer's Principal Executive Offices: 2ndF, Block A, Huaxing Modern Industrial Park HANGZHOU, C0Q 310013 Item 2(a). Name of Persons Filing: THE GOLDMAN SACHS GROUP, INC. GOLDMAN SACHS & CO. LLC MBD 2014, L.P. STONE STREET 2014 OFFSHORE, L.P. MBD 2014 OFFSHORE, L.P. BRIDGE STREET 2014 OFFSHORE, L.P. BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. STONE STREET 2014, L.P. BRIDGE STREET 2014, L.P. MBD ADVISORS, L.L.C. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. Item 2(b). Address of Principal Business Office or, if none, Residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 MBD 2014, L.P. 200 West Street New York, NY 10282 STONE STREET 2014 OFFSHORE, L.P. PO Box 309, Ugland House South Church Street George Town, Cayman Islands KY1-1104 MBD 2014 OFFSHORE, L.P. PO Box 309, Ugland House South Church Street George Town, Cayman Islands KY1-1104 BRIDGE STREET 2014 OFFSHORE, L.P. PO Box 309, Ugland House South Church Street George Town, Cayman Islands KY1-1104 BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 200 West Street New York, NY 10282 STONE STREET 2014, L.P. 200 West Street New York, NY 10282 BRIDGE STREET 2014, L.P. 200 West Street New York, NY 10282 MBD ADVISORS, L.L.C. 200 West Street New York, NY 10282 BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. 200 West Street New York, NY 10282 Item 2(c). Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware GOLDMAN SACHS & CO. LLC - New York MBD 2014, L.P. - Delaware STONE STREET 2014 OFFSHORE, L.P. - Cayman Islands MBD 2014 OFFSHORE, L.P. - Cayman Islands BRIDGE STREET 2014 OFFSHORE, L.P. - Cayman Islands BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. - Delaware STONE STREET 2014, L.P. - Delaware BRIDGE STREET 2014, L.P. - Delaware MBD ADVISORS, L.L.C. - Delaware BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. - Delaware Item 2(d). Title of Class of Securities: Class A ordinary shares** Item 2(e). CUSIP Number: 08653C106 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[_] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Page 13 of 29 Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s)to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Clients of the Reporting Person(s) have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. Clients known to have such right or power with respect to more than 5% of the class of securities to which this report relates are: NONE Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11. -------------------------- *In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units. Page 14 of 29 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 06, 2020, THE GOLDMAN SACHS GROUP, INC. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact STONE STREET 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact STONE STREET 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact Page 15 of 29 INDEX TO EXHIBITS Exhibit No. Exhibit ----------- ------- 99.1 Joint Filing Agreement 99.2 Item 7 Information 99.3 Power of Attorney, relating to THE GOLDMAN SACHS GROUP, INC. 99.4 Power of Attorney, relating to GOLDMAN SACHS & CO. LLC 99.5 Power of Attorney, relating to MBD 2014, L.P. 99.6 Power of Attorney, relating to STONE STREET 2014 OFFSHORE, L.P. 99.7 Power of Attorney, relating to MBD 2014 OFFSHORE, L.P. 99.8 Power of Attorney, relating to BRIDGE STREET 2014 OFFSHORE, L.P. 99.9 Power of Attorney, relating to BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. 99.10 Power of Attorney, relating to STONE STREET 2014, L.P. 99.11 Power of Attorney, relating to BRIDGE STREET 2014, L.P. 99.12 Power of Attorney, relating to MBD ADVISORS, L.L.C. 99.13 Power of Attorney, relating to BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. Page 16 of 29 EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares** 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 06, 2020, THE GOLDMAN SACHS GROUP, INC. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact STONE STREET 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET 2014 OFFSHORE, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact STONE STREET 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET 2014, L.P. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact MBD ADVISORS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By:/s/ Abdul Khayum ---------------------------------------- Name: Abdul Khayum Title: Attorney-in-fact Page 17 of 29 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 or were owned by Broad Street Principal Investments, L.L.C., Bridge Street 2014, L.P., Stone Street 2014, L.P., MBD 2014, L.P., Bridge Street 2014 Offshore, L.P., Stone Street 2014 Offshore,L.P. and MBD 2014 Offshore, L.P., (collectively, the "GS Stockholders"), and are owned, or may be deemed to, or to have been beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. MBD Advisors, L.L.C. is a wholly-owned subsidiary of GS Group and is the general partner of MBD 2014, L.P. and MBD 2014 Offshore, L.P., and Bridge Street Opportunity Advisors, L.L.C. is a wholly-owned subsidiary of GS Group and is the general partner of the other GS Investing Entities. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs owns certain of the shares on behalf of managed accounts and is the investment manager of the GS Stockholders. Page 18 of 29 EXHIBIT (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS THE GOLDMAN SACHS GROUP, INC.(the "Company") does hereby make,constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until March 1, 2021 unless earlier revoked by written instrument, or in the event am Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to March 1, 2021, this Power of Attorney shall cease to have effect in relation to such Attorney-in- fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on June 19, 2018. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 26, 2019. GOLDMAN SACHS & CO.LLC By: /s/ Karen P. Seymour ____________________________ Name: Karen P. Seymour Title: Executive Vice President and General Counsel and Secretary of the Corporation Page 19 of 29 EXHIBIT (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer acting individually, its true and lawful attorney, (each, an "Attorney-in-fact") to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company pursuant to Rule 13f-1 or Regulation 13D-G under the Securities Exchange Act of 1934, as amended, the "Act"), which may be required of the Company with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until March 1, 2021 unless earlier revoked by written instrument, or in the event an Attorney-in-fact ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he or she was appointed Attorney-in-fact prior to March 1, 2021, this Power of Attorney shall cease to have effect in relation to such Attorney-in- fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke the Power of Attorney. This Power of Attorney shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law. This Power of Attorney supersedes the Power of Attorney granted by the Company to Eddie Arhagba, Jose Canas, Abdul Khayum, and Jerry Li on May 15, 2018. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of September 26, 2019 GOLDMAN SACHS & CO. LLC By: /s/ Karen P. Seymour ____________________________ Name: Karen P. Seymour Title: Executive Vice President and General Counsel and Secretary of the Corporation Page 20 of 29 EXHIBIT (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD 2014, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. MBD 2014, L.P. By: MBD ADVISORS, L.L.C., its general partner By: /s/ William Y. Eng ____________________________ Name: William Y. Eng Title: Authorized Signatory, Vice President Page 21 of 29 EXHIBIT (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS STONE STREET 2014 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. STONE STREET 2014 OFFSHORE, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ William Y. Eng ____________________________ Name: William Y. Eng Title: Authorized Signatory, Vice President Page 22 of 29 EXHIBIT (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD 2014 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. MBD 2014 OFFSHORE, L.P. By: MBD ADVISORS, L.L.C., its general partner By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 23 of 29 EXHIBIT (99.8) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2014 OFFSHORE, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. BRIDGE STREET 2014 OFFSHORE, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ William Y. Eng ____________________________ Name: William Y. Eng Title: Authorized Signatory, Vice President Page 24 of 29 EXHIBIT (99.9) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 1, 2019. BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 25 of 29 EXHIBIT (99.10) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS STONE STREET 2014, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. STONE STREET 2014, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ William Y. Eng ____________________________ Name: William Y. Eng Title: Authorized Signatory, Vice President Page 26 of 29 EXHIBIT (99.11) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET 2014, L.P. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Javier Gonzalez (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the Act), with respect to securities which maybe deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to actin the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 15, 2020. BRIDGE STREET 2014, L.P. By: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C., its general partner By: /s/ William Y. Eng ____________________________ Name: William Y. Eng Title: Authorized Signatory, Vice President Page 27 of 29 EXHIBIT (99.12) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS MBD ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 1, 2019. MBD ADVISORS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 28 of 29 EXHIBIT (99.13) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. (the "Company") does hereby make, constitute and appoint each of Stephanie Snyder, Jerry Li, Eddie Arhagba, Abdul Khayum, Terry Mosher, Rachel Fraizer, and Apoorva Iyer (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in- fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney- in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 1, 2019. BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. By: /s/ Scott Kilpatrick ____________________________ Name: Scott Kilpatrick Title: Authorized Signatory, Vice President Page 29 of 29