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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 |
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
*
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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.
|
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 9.
|
Notice of Dissolution of Group.
|
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
|
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
|
This ‘SC 13G/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/14/20 | SC 13G/A | ||
1/1/20 | ||||
12/31/19 | 10-Q, 4, 8-K | |||
11/21/19 | 10-K, 8-K | |||
10/31/19 | ||||
2/13/19 | SC 13G, SC 13G/A | |||
List all Filings |