SEC FORM
3
SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/11/2012
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3. Issuer Name and Ticker or Trading Symbol
MRC GLOBAL INC.
[ MRC ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Common Stock |
84,214,026 |
I |
See Footnotes
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
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/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
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/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
/s/ Kevin P. Treanor, Attorney-in-fact |
04/11/2012 |
|
** Signature of Reporting Person |
Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
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 Number. |
rrd306451_346154.html
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS VI, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and
Kevin P. Treanor, (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 it
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 1, 2008.
GS ADVISORS VI, L.L.C.
By: /s/ Christine Vollertsen
-----------------------------------
Name: Christine Vollersten
Title: Vice President
rrd306451_346155.html
Designation of Additional Attorney-in-Fact
------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GOLDMAN, SACHS MANAGEMENT GP GMBH (the "Company"), pursuant
to that Power of Attorney, dated November 21, 2005 (the "POA"), does hereby
designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc. (the
"Firm"), as an additional attorney-in-fact, with the same authority to act as
provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.
/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact
rrd306451_346156.html
Designation of Additional Attorney-in-Fact
------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GSCP V OFFSHORE ADVISORS, L.L.C. (the "Company"), pursuant
to that Power of Attorney, dated April 12, 2006 (the "POA"), does hereby
designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc. (the
"Firm"), as an additional attorney-in-fact, with the same authority to act as
provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.
/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact
rrd306451_346157.html
Designation of Additional Attorney-in-Fact
------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS CAPITAL PARTNERS V FUND, L.P. (the "Company"), pursuant
to that Power of Attorney, dated April 12, 2006 (the "POA"), does hereby
designate Kevin P. Treanor, an employee of The Goldman Sachs Group, Inc. (the
"Firm"), as an additional attorney-in-fact, with the same authority to act as
provided to the undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.
/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact
rrd306451_346158.html
Designation of Additional Attorney-in-Fact
------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GSCP V ADVISORS, L.L.C. (the "Company"), pursuant to that
Power of Attorney, dated April 12, 2006 (the "POA"), does hereby designate Kevin
P. Treanor, an employee of The Goldman Sachs Group, Inc. (the "Firm"), as an
additional attorney-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.
/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact
rrd306451_346159.html
Designation of Additional Attorney-in-Fact
------------------------------------------
KNOW ALL PERSONS BY THESE PRESENTS that Yvette Kosic, a duly appointed
attorney-in-fact of GS ADVISORS V, L.L.C. (the "Company"), pursuant to that
Power of Attorney, dated April 12, 2006 (the "POA"), does hereby designate Kevin
P. Treanor, an employee of The Goldman Sachs Group, Inc. (the "Firm"), as an
additional attorney-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation")
shall not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company or the Firm, 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 Firm or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents
as of April 2, 2012.
/s/ Yvette Kosic
-------------------------
Yvette Kosic
Attorney-in-Fact
rrd306451_346160.html
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
rrd306451_346161.html
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 Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 6, 2008.
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Gregory K. Palm
-----------------------------------
Name: Gregory K. Palm
Title: Executive Vice President and General Counsel
rrd306451_346162.html
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, to
execute and deliver in it 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
rrd306451_346163.html
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, to
execute and deliver in it 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
rrd306451_346166.html
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, to
execute and deliver in it 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
rrd306451_346167.html
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, to
execute and deliver in it 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
rrd306451_346168.html
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley
and Anthony DeRose, (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the Company
under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect
to securities which may be deemed to be beneficially owned by the Company under
the Act, giving and granting unto each said attorney-in-fact power and authority
to act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of October 6, 2008.
GOLDMAN, SACHS & CO.
By:/s/ Gregory K. Palm
-----------------------------------
Name: Gregory K. Palm
Title: Managing Director
rrd306451_346169.html
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI OFFSHORE ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Bruce A.
Albert, Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley,
and Kevin P. Treanor, (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 it
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 1, 2008.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: Christine Vollertsen
-----------------------------------
Name: Christine Vollertsen
Title: Vice President
rrd306451_346170.html
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GSCP VI ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Bruce A. Albert,
Andrea Louro DeMar, Yvette Kosic, Rachel E. Parrish, Michael T. Seeley, and
Kevin P. Treanor, (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 it
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 1, 2008.
GSCP VI ADVISORS, L.L.C.
By: /s/ Christine Vollertsen
-----------------------------------
Name: Christine Vollersten
Title: Vice President