SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

KKR North America Fund XI L.P., et al. – ‘SC 13G/A’ on 2/14/20 re: BrightView Holdings, Inc.

On:  Friday, 2/14/20, at 6:40am ET   ·   Accession #:  1140361-20-3235   ·   File #:  5-90881

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/14/20   ·   Next:  ‘SC 13G/A’ on 2/14/20   ·   Latest:  ‘SC 13G/A’ on 2/13/23

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/20  KKR North America Fund XI L.P.    SC 13G/A               2:240K BrightView Holdings, Inc.         Broadridge Fin’l So… Inc
          George R. Roberts
          Henry R. Kravis
          KKR & Co. Inc.
          KKR Associates North America XI L.P.
          KKR Brightview Aggregator GP LLC
          KKR Brightview Aggregator L.P.
          KKR Group Holdings Corp.
          KKR Group Partnership L.P.
          KKR Management LLP
          KKR North America XI Ltd

Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor   —   Sch. 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of            HTML    111K 
                Beneficial Ownership by a Passive Investor                       
 2: EX-99.3     Exhibit 3                                           HTML      7K 


‘SC 13G/A’   —   Amendment to Statement of Acquisition of Beneficial Ownership by a Passive Investor


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.  1)*



BrightView Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

10948C107
(CUSIP Number)

December 31, 2019
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).



 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR BrightView Aggregator L.P.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

2

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR BrightView Aggregator GP LLC
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
OO
   
   

3

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR North America Fund XI L.P.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

4

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR Associates North America XI L.P.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

5

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR North America XI Limited
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
OO
   
   

6

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR Group Partnership L.P.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Cayman Islands
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

7

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR Group Holdings Corp.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
CO
   
   

8

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR & Co. Inc.
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
CO
   
   

9

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
KKR Management LLP
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
Delaware
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
58,418,246
   
   
6
SHARED VOTING POWER
   
0
   
   
7
SOLE DISPOSITIVE POWER
   
58,418,246
   
   
8
SHARED DISPOSITIVE POWER
   
0
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
PN
   
   

10

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
Henry R. Kravis
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
0
   
   
6
SHARED VOTING POWER
   
58,418,246
   
   
7
SOLE DISPOSITIVE POWER
   
0
   
   
8
SHARED DISPOSITIVE POWER
   
58,418,246
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
IN
   
   

11

 
13G
 
CUSIP No. 10948C107
   

1
NAME OF REPORTING PERSON
   
George R. Roberts
   
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)☒
   
(b)☐
   
3
SEC USE ONLY
   
     
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
   
United States
   
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
   
0
   
   
6
SHARED VOTING POWER
   
58,418,246
   
   
7
SOLE DISPOSITIVE POWER
   
0
   
   
8
SHARED DISPOSITIVE POWER
   
58,418,246
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
58,418,246
   
   
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
   
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
55.8%
   
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
IN
   
   

12

STATEMENT ON SCHEDULE 13G
 
This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2019. Pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the “Act”), each of the persons listed below under Item 2 (each a “Reporting Person,” and collectively the “Reporting Persons”), have agreed to file one statement with respect to their beneficial ownership of Common Stock, par value $0.01 per share (“Common Stock”), of BrightView Holdings, Inc. (the “Issuer”).

Item 1.

 
(a)
Name of Issuer:

BrightView Holdings, Inc.

 
(b)
Address of Issuer’s Principal Executive Offices:

401 Plymouth Road, Suite 500, Plymouth Meeting, Pennsylvania 19462
Item 2.

 
(a)
Name of Person Filing:

KKR BrightView Aggregator L.P.
KKR BrightView Aggregator GP LLC (“KKR BrightView GP”)
KKR North America Fund XI L.P. (“KKR North America Fund XI”)
KKR Associates North America XI L.P. (“KKR Associates North America”)
KKR North America XI Limited (“KKR North America Limited”)
KKR Group Partnership L.P. (“KKR Group Partnership”)
KKR Group Holdings Corp. (“KKR Group Holdings”)
KKR & Co. Inc. (“KKR & Co.”)
KKR Management LLP (“KKR Management”)
Henry R. Kravis
George R. Roberts

 
(b)
Address of Principal Business Office, or, if none, Residence:

The principal business office for all persons filing (other than George R. Roberts) is:

c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57th Street, Suite 4200
New York, NY 10019

The principal business office for George R. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

 
(c)
Citizenship:

See Item 4 of each cover page.

13

 
(d)
Title of Class of Securities:

Common Stock, par value $0.01 per share

 
(e)
CUSIP Number:

10948C107

Item 3.

Not applicable.

Item 4.
Ownership.

 
(a)
Amount beneficially owned:

KKR BrightView Aggregator L.P. holds 58,418,246 shares of Common Stock, or 55.8% of the outstanding shares of Common Stock based on 104,699,879  shares of Common Stock outstanding as of October 31, 2019, as reported in the Annual Report on Form 10-K, filed by the Issuer with the Securities and Exchange Commission on November 21, 2019.

Each of KKR BrightView GP (as the general partner of KKR BrightView Aggregator L.P.); KKR North America Fund XI (as the sole member of KKR BrightView GP); KKR Associates North America (as the general partner of KKR North America Fund XI); KKR North America Limited (as the general partner of KKR Associates North America); KKR Group Partnership (as the sole shareholder of KKR North America Limited); KKR Group Holdings (as the general partner of KKR Group Partnership); KKR & Co. (as the sole shareholder of KKR Group Holdings); and KKR Management (as the Class B common stockholder of KKR & Co.) may also be deemed to be the beneficial owner of the securities held by KKR BrightView Aggregator L.P.

KKR BrightView GP, KKR North America Fund XI, KKR Associates North America, KKR North America Limited, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management disclaim beneficial ownership of such securities.

As the founding partners of KKR Management, Messrs. Henry R. Kravis and George R. Roberts may be deemed to be the beneficial owner of the securities held by KKR BrightView Aggregator L.P. but disclaim beneficial ownership of such securities.

Certain of the Reporting Persons and affiliates of MSD Partners, L.P. (“MSD Partners”) (collectively, the “Stockholders”) are parties to a Stockholders Agreement (the “Stockholders Agreement”), which contains, among other things, certain provisions relating to voting of securities of the Issuer by the parties thereto.

By virtue of the Stockholders Agreement and the obligations and rights thereunder, the Reporting Persons acknowledge and agree that they are acting as a “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934 with the other Stockholders and/or certain of their affiliates. Based in part on information provided by the Issuer, such a “group” would be deemed to beneficially own an aggregate of 72,048,608 shares of Common Stock, which represents 68.8% of the Common Stock of the Issuer, as of December 31, 2019. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Stockholders Agreement. Certain entities affiliated with

14

MSD Partners are separately making Schedule 13G filings reporting their beneficial ownership of shares of Common Stock.

 
(b)
Percent of class:

See Item 4(a) above.

 
(c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote

See Item 5 of each cover page.

 
(ii)
Shared power to vote or to direct the vote

See Item 6 of each cover page.

 
(iii)
Sole power to dispose or to direct the disposition of

See Item 7 of each cover page.

 
(iv)
Shared power to dispose or to direct the disposition of

See Item 8 of each cover page.

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

In connection with an internal reorganization that became effective on January 1, 2020, among other things, (i) KKR Fund Holdings GP Limited, a former general partner of KKR Fund Holdings L.P., was dissolved and therefore is no longer a Reporting Person on this Schedule 13G and (ii) KKR Fund Holdings L.P. was renamed KKR Group Partnership L.P.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and the partners, members, affiliates and shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

See Item 4 above.

15

Item 9.
Notice of Dissolution of Group.
 
Not applicable.

Item 10.
Certifications.

Not applicable.

16

SIGNATURES
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

 
KKR BRIGHTVIEW AGGREGATOR L.P.
 
By: KKR BrightView Aggregator GP LLC, its general partner
   
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
   
 
KKR BRIGHTVIEW AGGREGATOR GP LLC
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
   
 
KKR NORTH AMERICA FUND XI L.P.
 
By: KKR Associates North America XI L.P., its general partner
 
By: KKR North America XI Limited, its general partner
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
   
 
KKR ASSOCIATES NORTH AMERICA XI L.P.
 
By: KKR North America XI Limited, its general partner
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
     
 
KKR NORTH AMERICA XI LIMITED
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Director
     
 
KKR GROUP PARTNERSHIP L.P.
 
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer


 
KKR GROUP HOLDINGS CORP.
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
   
 
KKR & CO. INC.
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer

 
KKR MANAGEMENT LLP
     
 
By:
 
Name:
 
Title:
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
   
 
HENRY R. KRAVIS
     
 
By:
 
Name:
 
Title:
Attorney-in-fact
   
 
GEORGE R. ROBERTS
     
 
By:
 
Name:
 
Title:
Attorney-in-fact


EXHIBITS

Exhibit
Number
 
Title
     
1
 
Joint Filing Agreement, dated as of February 13, 2019 (previously filed with the Schedule 13G filed on February 13, 2019 and incorporated herein by reference).
     
2
 
Power of Attorneys granted by Henry R. Kravis and George R. Roberts (previously filed with the Schedule 13G filed on February 13, 2019 and incorporated herein by reference)
     
 
Power of Attorney granted by Robert H. Lewin




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/14/20SC 13G/A
1/1/20
12/31/1910-Q,  4,  8-K
11/21/1910-K,  8-K
10/31/19
2/13/19SC 13G,  SC 13G/A
 List all Filings 
Top
Filing Submission 0001140361-20-003235   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Tue., Apr. 23, 2:27:57.2pm ET