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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Mindray Medical International Limited
-------------------------------------------------------------------------------
(Name of Issuer)
Class A ordinary shares, par value HK$0.001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
602675100
--------------------------------------------
(CUSIP Number)
December 31, 2006
-------------------------------------------------------------------------------
(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).
Persons who respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1745 (3-06)
Page 1 of 27 pages
-----------------------
CUSIP No. 602675100 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
8,975,105
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,975,105
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,975,105
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
Page 2 of 27 pages
-----------------------
CUSIP No. 602675100 13G
-----------------------
------------------------------------------------------------------------------
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
8,897,105
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
8,975,105
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
8,975,105
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
14.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
------------------------------------------------------------------------------
Page 3 of 27 pages
-----------------------
CUSIP No. 602675100 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
4,725,931
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,725,931
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,725,931
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.5%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 4 of 27 pages
-----------------------
CUSIP No. 602675100 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
4,725,931
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,725,931
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,725,931
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
7.5%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 5 of 27 pages
-----------------------
CUSIP No. 602675100 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
2,441,220
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,441,220
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,220
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 27 pages
-----------------------
CUSIP No. 602675100 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
2,441,220
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
2,441,220
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,441,220
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
3.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 7 of 27 pages
-----------------------
CUSIP No. 602675100 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
1,620,590
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,620,590
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,620,590
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.6%
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 8 of 27 pages
-----------------------
CUSIP No. 602675100 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
187,364
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
187,364
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
187,364
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 9 of 27 pages
-----------------------
CUSIP No. 602675100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
Goldman, Sachs Management GP GmbH
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Germany
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
187,364
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
187,364
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
187,364
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.3%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 27 pages
-----------------------
CUSIP No. 602675100 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
1,807,954
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,807,954
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,807,954
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
2.9%
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 11 of 27 pages
Item 1(a). Name of Issuer:
Mindray Medical International Limited
Item 1(b). Address of Issuer's Principal Executive Offices:
Mindray Building, Keji 12th Road South
Hi-tech Industrial Park, Nanshan
Shenzhen 518057
People's Republic of China
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 Capital Partners V GmbH & Co. KG, Goldman, Sachs
Management GP GmbH and GS Advisors V, L.L.C.
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., GSCP V Advisors, L.L.C., GS
Capital Partners V Institutional, L.P., GSCP V Offshore
Advisors, L.L.C. and GS Advisors V, L.L.C.:
85 Broad Street, New York, NY 10004
GS Capital Partners V 2000 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 and Goldman, Sachs
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 Capital Partners V GmbH & Co. KG - Germany
Goldman, Sachs Management GP GmbH - Germany
GS Advisors V, L.L.C.- Delaware
Item 2(d). Title of Class of Securities:
Class A ordinary shares, par value HK$0.001 per share
Item 2(e). CUSIP Number:
602675100
Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule
13d-1(d).
Page 12 of 27 pages
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 pages
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 14, 2007
THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P. GSCP V ADVISORS, L.L.C.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE GSCP V OFFSHORE ADVISORS, L.L.C.
FUND, L.P.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, GS CAPITAL PARTNERS V GMBH & CO. KG
L.P.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH GS ADVISORS V, L.L.C.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
Page 14 of 27 pages
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement, dated February 14, 2007
99.2 Item 7 Information
99.3 Power of Attorney, dated as of November 7, 2005, relating to
The Goldman Sachs Group, Inc.
99.4 Power of Attorney, dated as of November 7, 2005, relating to
Goldman, Sachs & Co.
99.5 Power of Attorney, dated as of April 12, 2006, relating to
GS Capital Partners V Fund, L.P.
99.6 Power of Attorney, dated as of April 12, 2006, relating to
GSCP V Advisors, L.L.C.
99.7 Power of Attorney, dated as of April 12, 2006, relating to
GS Capital Partners V Offshore Fund, L.P.
99.8 Power of Attorney, dated as of April 12, 2006, relating to
GSCP V Offshore Advisors, L.L.C.
99.9 Power of Attorney, dated as of April 12, 2006, relating to
GS Capital Partners V Institutional, L.P.
99.10 Power of Attorney, dated as of April 12, 2006, relating to
GS Capital Partners V GmbH & Co. KG
99.11 Power of Attorney, dated as of November 21, 2005, relating to
Goldman, Sachs Management GP GmbH
99.12 Power of Attorney, dated as of April 12, 2006, relating to
GS Advisors V, L.L.C.
Page 15 of 27 pages
Exhibit (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class A ordinary shares, par value HK$0.001 per share, of Mindray Medical
International Limited and further agree to the filing of this agreement as an
Exhibit thereto. In addition, each party to this Agreement expressly authorizes
each other party to this Agreement to file on its behalf any and all amendments
to such Statement on Schedule 13G.
Date: February 14, 2007
THE GOLDMAN SACHS GROUP, INC. GOLDMAN, SACHS & CO.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V FUND, L.P. GSCP V ADVISORS, L.L.C.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V OFFSHORE GSCP V OFFSHORE ADVISORS, L.L.C.
FUND, L.P.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GS CAPITAL PARTNERS V INSTITUTIONAL, GS CAPITAL PARTNERS V GMBH & CO. KG
L.P.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH GS ADVISORS V, L.L.C.
By:/s/ Yvette Kosic By:/s/ Yvette Kosic
--------------------------------- ---------------------------------
Name: Yvette Kosic Name: Yvette Kosic
Title: Attorney-in-fact Title: Attorney-in-fact
Page 16 of 27 pages
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., and 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 direct and indirect wholly-owned subsidiary of GS Group. Goldman
Sachs is the investment manager of certain of the Investing Entities.
Page 17 of 27 pages
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 Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (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 November 7, 2005.
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 pages
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 Roger S. Begelman,
Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and
Stephen Wong, (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 November 7, 2005.
GOLDMAN, SACHS & CO.
By:/s/ Gregory K. Palm
----------------------------
Name: Gregory K. Palm
Title: Managing Director
Page 19 of 27 pages
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 Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector,
Michael T. Seeley, and Stephen Wong (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 April 12, 2006.
GS CAPITAL PARTNERS V FUND, L.P.
By: GSCP V Advisors, L.L.C., its General Partner
By: /s/ Adrian M. Jones
-------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 20 of 27 pages
Exhibit (99.6)
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 Roger S. Begelman,
Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael
T. Seeley, and Stephen Wong (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 April 12, 2006.
GSCP V ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 21 of 27 pages
Exhibit (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS V OFFSHORE
FUND, L.P. (the "Company") does hereby make, constitute and appoint each of
Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia
J. Rector, Michael T. Seeley, and Stephen Wong (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 April 12, 2006.
GS CAPITAL PARTNERS V OFFSHORE FUND, L.P.
By: GSCP V Offshore Advisors, L.L.C., its General Partner
By: /s/ Adrian M. Jones
-------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 22 of 27 pages
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 Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector,
Michael T. Seeley, and Stephen Wong (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 April 12, 2006.
GSCP V OFFSHORE ADVISORS, L.L.C.
By: /s/ Adrian M. Jones
-------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 23 of 27 pages
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 Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke,
Felicia J. Rector, Michael T. Seeley, and Stephen Wong (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 April 12, 2006.
GS CAPITAL PARTNERS V INSTITUTIONAL, L.P.
By: GS Advisors V, L.L.C., its General Partner
By: /s/ Adrian M. Jones
-------------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 24 of 27 pages
Exhibit (99.10)
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 Roger S.
Begelman, Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector,
Michael T. Seeley, and Stephen Wong (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 April 12, 2006.
GS CAPITAL PARTNERS V GmbH & CO. KG
By: GS Advisors V, L.L.C., its Managing Limited Partner
By: /s/ Adrian M. Jones
--------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 25 of 27 pages
Exhibit (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS MANAGEMENT GP GMBH
(the "Company") does hereby make, constitute and appoint each of Roger S.
Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley,
and Stephen Wong, (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 November 21, 2005.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ John E. Bowman
---------------------------
Name: John E. Bowman
Title: Managing Director
Page 26 of 27 pages
Exhibit (99.12)
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 Roger S. Begelman,
Yvette Kosic, Andrea Louro DeMar, John M. O'Rourke, Felicia J. Rector, Michael
T. Seeley, and Stephen Wong (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 April 12, 2006.
GS ADVISORS V, L.L.C.
By: /s/ Adrian M. Jones
------------------------------
Name: Adrian M. Jones
Title: Managing Director
Page 27 of 27 pages