F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Employee Fund"), StoneBridge 2017 Offshore, L.P. ("SB Employee Fund Offshore," and together with SB Employee Fund, the "Employee Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street").
F2Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street and the investment manager of the Employee Funds. GS Group is the direct owner of Bridge Street. Bridge Street is the general partner of each Employee Fund.
F3On February 14, 2017 the Issuer and BSPI entered into a Securities Purchase Agreement (as amended from time to time, the "Purchase Agreement"), pursuant to which the Issuer agreed to issue and BSPI agreed to purchase (the "Private Placement") 95,000 Series 4 Convertible Preference Shares of the Issuer (the "Preference Shares") for a cash purchase price of $1,000.00 per share, with an aggregate purchase price of $95,000,000 (the "Purchase Price").
F4On March 6, 2017 BSPI assigned its right to purchase 11,813 and 4,187 Preference Shares of the Issuer to SB Employee Fund and SB Employee Fund Offshore, respectively, pursuant to two Assignment and Assumption Agreements.
F5In connection with the closing of the Private Placement, on March 13, 2017 GS Group filed a notification and report form and related materials under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Upon the earlier of (i) the receipt of early termination under the HSR Act or (ii) the expiration of all waiting periods under the HSR Act (such date the "Precedent Date"), which is expected to occur within thirty days after such filing, BSPI and the Employee Funds shall have the right to convert the Preference Shares into Class A Subordinate Voting Shares of the Issuer (the "Class A Shares") in whole at any time and from time to time, and in part at any time and from time to time after the ninetieth day following the original issuance date of the Preference Shares, subject to certain ownership limitations.
F6Following the Precedent Date, because of the relationship by and between GS Group, Goldman Sachs, BSPI and the Employee Funds, GS Group and Goldman Sachs may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose) to beneficially own an aggregate of 134,471 Class A Shares, consisting of (i) 79,000 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI), (ii) 16,000 Class A Shares (deliverable to the Employee Funds upon conversion of the Preference Shares directly held by the Employee Funds), and (iii) Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 39,471 shares of Class A Common Stock and Goldman Sachs also had open short positions of 127,396 shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any.