UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
eHi CAR SERVICES LIMITED
-------------------------------------------------------------------------------
(Name of Issuer)
Class A common shares, par value US$0.001 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
26853A100**
--------------------------------------------
(CUSIP Number)
December 31, 2018
-------------------------------------------------------------------------------
(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.
**CUSIP represents American Depositary Shares, each representing two Class A
common shares.
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 39
-----------------------
CUSIP No. 26853A100 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
9,747,581*
*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
9,747,581*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,747,581*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
11.6 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
HC-CO
------------------------------------------------------------------------------
*Represents 9,081,665 Class B common shares and 332,958 American Depositary
Shares. Each Class B common share is convertible at the option of the holder
into one Class A common share and each American Depositary Share represents two
Class A common shares.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 9,747,581 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS Group, without giving effect to the
conversion of any other outstanding shares of Class B common shares.
With respect to matters upon which the Issuer's stockholders are entitled
to vote, the holders of Class A common shares and Class B common shares vote
together as a single class, and each holder of Class A common shares is
entitled to one vote per share and each holder of Class B common shares is
entitled to ten votes per share.
Page 2 of 39
-----------------------
CUSIP No. 26853A100 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
9,747,581*
*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
9,747,581*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,747,581*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
11.6 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-IA
------------------------------------------------------------------------------
*Represents 9,081,665 Class B common shares and 332,958 American Depositary
Shares. Each Class B common share is convertible at the option of the holder
into one Class A common share and each American Depositary Share represents two
Class A common shares.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 9,747,581 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GOLDMAN SACHS & CO. LLC, without giving effect
to the conversion of any other outstanding shares of Class B common shares.
With respect to matters upon which the Issuer's stockholders are entitled to
vote, the holders of Class A common shares and Class B common shares vote
together as a single class, and each holder of Class A common shares is
entitled to one vote per share and each holder of Class B common shares is
entitled to ten votes
per share.
Page 3 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI 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
4,239,239*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,239,239*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,239,239*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.4 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*Represents 4,239,239 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 4,239,239 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAPITAL PARTNERS VI FUND, L.P., without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 4 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI 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
3,526,047*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,526,047*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,526,047*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*Represents 3,526,047 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 3,526,047 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
without giving effect to the conversion of any other outstanding shares of
Class B common shares. With respect to matters upon which the Issuer's
stockholders are entitled to vote, the holders of Class A common shares
and Class B common shares vote together as a single class, and each holder
of Class A common shares is entitled to one vote per share and each holder
of Class B common shares is entitled to ten votes per share.
Page 5 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI 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
150,665*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
150,665*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
150,665*
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
*Represents 150,665 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 150,665 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAPITAL PARTNERS VI GMBH & CO. KG. without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 6 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAPITAL PARTNERS VI PARALLEL, 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
1,165,714*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,165,714*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,714*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
*Represents 1,165,714 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 1,165,714 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAPITAL PARTNERS VI PARALLEL, L.P. without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 7 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI 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
4,239,239*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
4,239,239*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,239,239*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
5.4 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 4,239,239 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 4,239,239 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GSCP VI ADVISORS, L.L.C. without giving effect
to the conversion of any other outstanding shares of Class B common shares.
With respect to matters upon which the Issuer's stockholders are entitled to
vote, the holders of Class A common shares and Class B common shares vote
together as a single class, and each holder of Class A common shares is entitled
to one vote per share and each holder of Class B common shares is entitled to
ten votes per share.
Page 8 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GSCP VI 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
3,526,047*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,526,047*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,526,047*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
4.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 3,526,047 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 3,526,047 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GSCP VI OFFSHORE ADVISORS, L.L.C. without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B
common shares vote together as a single class, and each holder of Class A
common shares is entitled to one vote per share and each holder of Class B
common shares is entitled to ten votes per share.
Page 9 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS ADVISORS VI, 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
1,165,714*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,165,714*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,714*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 1,165,714 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 1,165,714 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS ADVISORS VI, L.L.C. without giving effect
to the conversion of any other outstanding shares of Class B common shares.
With respect to matters upon which the Issuer's stockholders are entitled to
vote, the holders of Class A common shares and Class B common shares vote
together as a single class, and each holder of Class A common shares is entitled
to one vote per share and each holder of Class B common shares is entitled to
ten votes per share.
Page 10 of 39
-----------------------
CUSIP No. 26853A100 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
150,665*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
150,665*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
150,665*
------------------------------------------------------------------------------
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
------------------------------------------------------------------------------
*Represents 150,665 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 150,665 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GOLDMAN, SACHS MANAGEMENT GP GMBH without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 11 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL LUX S.A.R.L.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Luxembourg
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,915,951*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,915,951*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,915,951*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.6 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 7,915,951 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 7,915,951 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL LUX S.A.R.L. without giving
effect to the conversion of any other outstanding shares of Class B common
shares. With respect to matters upon which the Issuer's stockholders are
entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 12 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL LUX II S.A.R.L.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Luxembourg
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,915,951*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,915,951*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,915,951*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.6 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 7,915,951 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 7,915,951 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL LUX II S.A.R.L. without giving
effect to the conversion of any other outstanding shares of Class B common
shares.With respect to matters upon which the Issuer's stockholders are
entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 13 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL HK LIMITED
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
7,915,951*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
7,915,951*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
7,915,951*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
9.6 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 7,915,951 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 7,915,951 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL HK LIMITED without giving effect
to the conversion of any other outstanding shares of Class B common shares.
With respect to matters upon which the Issuer's stockholders are entitled to
vote, the holders of Class A common shares and Class B common shares vote
together as a single class, and each holder of Class A common shares is
entitled to one vote per share and each holder of Class B common shares is
entitled to ten votes per share.
Page 14 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL LUX PARALLEL S.A.R.L.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Luxembourg
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,165,714*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,165,714*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,714*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 1,165,714 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 1,165,714 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL LUX PARALLEL S.A.R.L. without
giving effect to the conversion of any other outstanding shares of Class B
common shares.With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B
common shares vote together as a single class, and each holder of Class A
common shares is entitled to one vote per share and each holder of Class B
common shares is entitled to ten votes per share.
Page 15 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL LUX PARALLEL II S.A.R.L.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Luxembourg
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,165,714*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,165,714*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,714*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 1,165,714 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 1,165,714 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL LUX PARALLEL II S.A.R.L. without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 16 of 39
-----------------------
CUSIP No. 26853A100 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
GS CAR RENTAL HK PARALLEL LIMITED
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Hong Kong
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
1,165,714*
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
1,165,714*
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,714*
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.5 %**
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
*Represents 1,165,714 Class B common shares. Each Class B common share is
convertible at the option of the holder into one Class A common share.
**The percentage is calculated based upon 74,279,018 shares of Class A common
shares outstanding as of October 31, 2018, as reported in the Issuer's
proxy statement, filed under cover of Form 6-K for the month of December 2018,
and the 1,165,714 shares of Class A common shares deemed to be beneficially
owned directly or indirectly by GS CAR RENTAL HK PARALLEL LIMITED without
giving effect to the conversion of any other outstanding shares of Class B
common shares. With respect to matters upon which the Issuer's stockholders
are entitled to vote, the holders of Class A common shares and Class B common
shares vote together as a single class, and each holder of Class A common
shares is entitled to one vote per share and each holder of Class B common
shares is entitled to ten votes per share.
Page 17 of 39
Item 1(a). Name of Issuer:
eHi CAR SERVICES LIMITED
Item 1(b). Address of Issuer's Principal Executive Offices:
Unit 12/F, Building No. 5, Guosheng Center
388 Daduhe Road
Shanghai, 200062
People's Republic of China
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN SACHS & CO. LLC
GS CAPITAL PARTNERS VI FUND, L.P.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
GS CAPITAL PARTNERS VI GMBH & CO. KG
GS CAPITAL PARTNERS VI PARALLEL, L.P.
GSCP VI ADVISORS, L.L.C.
GSCP VI OFFSHORE ADVISORS, L.L.C.
GS ADVISORS VI, L.L.C.
GOLDMAN, SACHS MANAGEMENT GP GMBH
GS CAR RENTAL LUX S.A.R.L.
GS CAR RENTAL LUX II S.A.R.L.
GS CAR RENTAL HK LIMITED
GS CAR RENTAL LUX PARALLEL S.A.R.L.
GS CAR RENTAL LUX PARALLEL II S.A.R.L.
GS CAR RENTAL HK PARALLEL LIMITED
Item 2(b). Address of Principal Business Office or, if none, Residence:
The Goldman Sachs Group, Inc.;
Goldman Sachs & Co. LLC;
GS CAPITAL PARTNERS VI FUND, L.P.;
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.;
GS CAPITAL PARTNERS VI GMBH & CO. KG;
GS CAPITAL PARTNERS VI PARALLEL, L.P.;
GSCP VI ADVISORS, L.L.C.;
GSCP VI OFFSHORE ADVISORS, L.L.C.;
GS ADVISORS VI, L.L.C.;
GOLDMAN, SACHS MANAGEMENT GP GMBH:
200 West Street
New York, NY 10282
GS CAR RENTAL LUX S.A R.L.;
GS CAR RENTAL LUX II S.A R.L.;
GS CAR RENTAL LUX PARALLEL S.A R.L.;
GS CAR RENTAL LUX PARALLEL II S.A R.L.:
2 Rue du Fosse
Luxembourg L-1536
LUX
GS CAR RENTAL HK LIMITED;
GS CAR RENTAL HK PARALLEL LIMITED:
Cheung Kong Center, 68th Floor
2 Queen's Road Central
Hong Kong
HKG
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN SACHS & CO. LLC - New York
GS CAPITAL PARTNERS VI FUND, L.P. - Delaware
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P. - Cayman Islands
GS CAPITAL PARTNERS VI GMBH & CO. KG - Germany
GS CAPITAL PARTNERS VI PARALLEL, L.P. - Delaware
GSCP VI ADVISORS, L.L.C. - Delaware
GSCP VI OFFSHORE ADVISORS, L.L.C. - Delaware
GS ADVISORS VI, L.L.C. - Delaware
GOLDMAN, SACHS MANAGEMENT GP GMBH - Germany
GS CAR RENTAL LUX S.A.R.L. - Luxembourg
GS CAR RENTAL LUX II S.A.R.L. - Luxembourg
GS CAR RENTAL HK LIMITED - Hong Kong
GS CAR RENTAL LUX PARALLEL S.A.R.L. - Luxembourg
GS CAR RENTAL LUX PARALLEL II S.A.R.L. - Luxembourg
GS CAR RENTAL HK PARALLEL LIMITED - Hong Kong
Item 2(d). Title of Class of Securities:
Class A common shares, par value US$0.001 per share
Item 2(e). CUSIP Number:
26853A100
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 18 of 39
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.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owners of more than five percent of the class
of securities, check the following [ ].
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.
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, 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 19 of 39
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 13, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX II S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL HK LIMITED
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX PARALLEL S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX PARALLEL II S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL HK PARALLEL LIMITED
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
Page 20 of 39
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
GS CAPITAL PARTNERS VI FUND, L.P.
99.6 Power of Attorney, relating to
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
99.7 Power of Attorney, relating to
GS CAPITAL PARTNERS VI GMBH & CO. KG
99.8 Power of Attorney, relating to
GS CAPITAL PARTNERS VI PARALLEL, L.P.
99.9 Power of Attorney, relating to
GSCP VI ADVISORS, L.L.C.
99.10 Power of Attorney, relating to
GSCP VI OFFSHORE ADVISORS, L.L.C.
99.11 Power of Attorney, relating to
GS ADVISORS VI, L.L.C.
99.12 Power of Attorney, relating to
GOLDMAN, SACHS MANAGEMENT GP GMBH
99.13 Power of Attorney, relating to
GS CAR RENTAL LUX S.A.R.L.
99.14 Power of Attorney, relating to
GS CAR RENTAL LUX II S.A.R.L.
99.15 Power of Attorney, relating to
GS CAR RENTAL HK LIMITED
99.16 Power of Attorney, relating to
GS CAR RENTAL LUX PARALLEL S.A.R.L.
99.17 Power of Attorney, relating to
GS CAR RENTAL LUX PARALLEL II S.A.R.L.
99.18 Power of Attorney, relating to
GS CAR RENTAL HK PARALLEL LIMITED
Page 21 of 39
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 common shares, par value US$0.001 per share, of eHi CAR SERVICES
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 13, 2019
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI FUND, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI GMBH & CO. KG
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GSCP VI ADVISORS, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GSCP VI OFFSHORE ADVISORS, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS ADVISORS VI, L.L.C.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GOLDMAN, SACHS MANAGEMENT GP GMBH
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX II S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL HK LIMITED
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX PARALLEL S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL LUX PARALLEL II S.A.R.L.
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
GS CAR RENTAL HK PARALLEL LIMITED
By:/s/ Eddie Arhagba
----------------------------------------
Name: Eddie Arhagba
Title: Attorney-in-fact
Page 22 of 39
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 indirectly by GS CAPITAL PARTNERS VI
FUND, L.P., GS CAPITAL PARTNERS VI INSTITUTIONAL, L.P, each a Delaware
limited partnership, GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.,
a Cayman Islands exempted limited partnership, and GS CAPITAL PARTNERS VI
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. 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. 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
subsidiary of GS Group. Goldman Sachs is the investment manager of
certain of the Investing Entities. In addition, the Investing Entities
hold their interests indirectly through GS Car Rental Lux S.A.R.L., GS
CAR RENTAL LUX II S.A.R.L., GS LUX PARALLEL S.A.R.L., and GS CAR RENTAL
LUX PARALLEL II S.A.R.L. (the "Intermediate Investing Entities") The
Intermediate Investing Entities hold their interests indirectly through
GS CAR RENTAL HK LIMITED and GS CAR RENTAL HK PARALLEL LIMITED.
Page 23 of 39
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
Eddie Arhagba, Jose Canas, Abdul Khayum, Jerry Li and Rachel Fraizer, 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 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 side
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
December 31, 2020 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 December 31, 2020, 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 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 24 of 39
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN SACHS & CO. LLC (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Jose Canas, Abdul
Khayum, Jerry Li and Rachel Fraizer 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 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 side 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 ofits 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
December 31, 2020 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 December 31, 2020, 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 26, 2017.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
June 19, 2018
GOLDMAN SACHS & CO. LLC
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel and Secretary of the Corporation
Page 25 of 39
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GS CAPITAL PARTNERS VI FUND, L.P.
By: GSCP VI ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 26 of 39
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GS CAPITAL PARTNERS VI OFFSHORE FUND, L.P.
By: GSCP VI OFFSHORE ADVISORS, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 27 of 39
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI GMBH & CO. KG
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GS CAPITAL PARTNERS VI GMBH & CO. KG
By: GS Advisors VI, L.L.C., its Managing Limited Partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 28 of 39
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAPITAL PARTNERS VI PARALLEL, L.P.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GS CAPITAL PARTNERS VI PARALLEL, L.P.
By: GS ADVISORS VI, L.L.C., its general partner
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 29 of 39
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI ADVISORS, L.L.C. (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, and Jose Canas, 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 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
side 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 17th, 2018.
GSCP VI ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 30 of 39
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GSCP VI OFFSHORE ADVISORS, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GSCP VI OFFSHORE ADVISORS, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 31 of 39
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS ADVISORS VI, L.L.C. (the "Company") does
hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum, Jerry
Li, and Jose Canas, 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 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 side 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 17th, 2018.
GS ADVISORS VI, L.L.C.
By: /s/ William Y. Eng
____________________________
Name: William Y. Eng
Title: Authorized Signatory, Vice President
Page 32 of 39
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GOLDMAN, SACHS MANAGEMENT GP GMBH
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GOLDMAN, SACHS MANAGEMENT GP GMBH
By: /s/ Laurie Schmidt
____________________________
Name: Laurie Schmidt
Title: Managing Director
By: /s/ Michael Schramm
____________________________
Name: Michael Schramm
Title: Managing Director
Page 33 of 39
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL LUX S.A R.L. (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, and Jose Canas (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 theCompany 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 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 17, 2018.
GS CAR RENTAL LUX S.A R.L.
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 34 of 39
EXHIBIT (99.14)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL LUX II S.A R.L. (the
"Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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 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 17, 2018.
GS CAR RENTAL LUX II S.A R.L.
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 35 of 39
EXHIBIT (99.15)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL HK LIMITED (the "Company")
does hereby make, constitute and appoint each of Eddie Arhagba, Abdul Khayum,
Jerry Li, and Jose Canas, 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 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
side 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 17th, 2018.
GS CAR RENTAL HK LIMITED
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 36 of 39
EXHIBIT (99.16)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL LUX PARALLEL S.A R.L.
(the "Company") does hereby make, constitute and appoint each of Eddie
Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (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
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 17, 2018.
GS CAR RENTAL LUX PARALLEL S.A R.L.
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 37 of 39
EXHIBIT (99.17)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL LUX PARALLEL II S.A R.L.
(the "Company") does hereby make, constitute and appoint each of Eddie
Arhagba, Abdul Khayum, Jerry Li, and Jose Canas (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
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 17, 2018.
GS CAR RENTAL LUX PARALLEL II S.A R.L.
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 38 of 39
EXHIBIT (99.18)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS GS CAR RENTAL HK PARALLEL LIMITED
(the "Company") does hereby make, constitute and appoint each of Eddie Arhagba,
Abdul Khayum, Jerry Li, and Jose Canas (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
April 17th, 2018.
GS CAR RENTAL HK PARALLEL LIMITED
By: /s/ Sam Agnew
____________________________
Name: Sam Agnew
Title: Authorized Signatory, Managing Director
Page 39 of 39