Sec Form 13G Filing - KKR Group Partnership L.P. filing for NEXERA ENERGY PARTNERS, LP COM (NEP) - 2020-02-14

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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).

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This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on April 30, 2019. Pursuant to Rule 13d-1(c) 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 the Common Units of NextEra Energy Partners, LP (the “Issuer”).

NextEra Energy Partners, LP

700 Universe Boulevard, Juno Beach, Florida 33408

KKR Flatirons Holdco L.P. (“KKR Flatirons Holdco”)

KKR Flatirons Holdco GP LLC (“KKR Flatirons Holdco GP”)

KKR Flatirons Aggregator L.P. (“KKR Flatirons Aggregator”)

KKR Flatirons Aggregator GP LLC (“KKR Flatirons Aggregator GP”)

KKR Global Infrastructure Investors II (NEP) L.P. (“KKR Global Infrastructure Investors II (NEP)”)

KKR Associates Infrastructure II AIV L.P. (“KKR Associates Infrastructure II AIV”)

KKR Infrastructure II AIV GP LLC (“KKR Infrastructure II AIV GP”)

KKR Financial Holdings LLC (“KKR Financial”)

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

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

See Item 4 of each cover page.

Common Units

 

65341B106

Not applicable.

(a) Amount beneficially owned:

The ownership percentages are calculated based upon 64,222,976 units of Common Units outstanding, which equals the sum of (i) 60,823,764 Common Units outstanding as of September 30, 2019, as reported in the Issuer’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2019, as filed with the Securities and Exchange Commission on October 23, 2019, (ii) 1,699,606 Common Units issued to the Reporting Persons in November 2019 upon conversion of a portion of Series A Convertible Preferred Units representing limited partner interests in the Issuer (the “Preferred Units”), (iii) 1,699,606 Common Units issuable upon the conversion of the Preferred Units representing limited partner interests in NextEra Energy Partners, LP beneficially owned by the Reporting Persons.

Flatirons Holdco holds 1,699,606 Preferred Units. Pursuant to the Third Amended and Restated Agreement of Limited Partnership of the Issuer, dated as of December 21, 2018, under certain circumstances the Preferred Units will be convertible into Common Units on a one‑for‑one basis, subject to adjustment.

Each of KKR Flatirons Holdco GP (as the general partner of KKR Flatirons Holdco), KKR Flatirons Aggregator (as the sole member of KKR Flatirons Holdco GP), KKR Flatirons Aggregator GP (as the general partner of KKR Flatirons Aggregator), KKR Global Infrastructure Investors II (NEP) (as the sole member of KKR Flatirons Aggregator GP), KKR Associates Infrastructure II AIV (as the general partner of KKR Global Infrastructure Investors II (NEP)), KKR Infrastructure II AIV GP (as the general partner of KKR Associates Infrastructure II AIV), KKR Financial (as the Class B member of KKR Infrastructure II AIV GP), KKR Group Partnership (as the Class A member of KKR Infrastructure II AIV GP and the sole member of KKR Financial), KKR Group Holdings (as the general partner of KKR Group Partnership), KKR & Co. (as the sole shareholder of KKR Group Holdings); KKR Management (as the Class B common stockholder of KKR & Co.) and Messrs. Henry R. Kravis and George R. Roberts (as the founding partners of KKR Management), may also be deemed to be the beneficial owner of 3,399,212 Common Units issuable upon the conversion of the Preferred Units held by KKR Flatirons Holdco, but each disclaims beneficial ownership of such shares.

(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.

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.

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, the 3,399,212 Common Units that the Reporting Persons may be deemed to be the beneficial owner of.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

EXHIBIT INDEX

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