Sec Form 13D Filing - KKR Credit Advisors (US) LLC filing for Quorum Health Corp (QHC) - 2020-03-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

(212) 750-8300

with a copy to:

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240. 13d-7 for other parties to whom copies are to be sent.

* 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).

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1	NAMES OF REPORTING PERSONS
	KKR Credit Fund Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,621,439
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			2,621,439
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,621,439
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

Explanatory Note

This Amendment No. 4 to the Schedule 13D (this “Amendment No. 4”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Quorum Health Corporation., a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed on March 30, 2017, as amended by Amendment No. 1 filed on April 11, 2017, Amendment No. 2 filed on May 22, 2017 and Amendment No. 3 filed on December 2, 2019 (as so amended, this “Schedule 13D”), filed with respect to the Common Stock of the Issuer.

In connection with an internal reorganization that became effective on January 1, 2020 (the “KKR Reorganization”), this Amendment No. 4 reflects, among other things, (i) the addition of certain Reporting Persons on this Schedule 13D, (ii) the removal of KKR Management Holdings L.P., KKR Management Holdings Corp. and KKR Fund Holdings GP Limited as Reporting Persons on this Schedule 13D as a result of their dissolution or merger and (iii) the renaming of KKR Fund Holdings L.P. as KKR Group Partnership L.P. The KKR Reorganization did not involve any purchase or sale of securities of the Issuer.  Except as otherwise specified in this Amendment No. 4, all previous Items are unchanged.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

Item 2 is hereby amended and restated in its entirety as follows:

(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:

(ii)         KKR Credit Advisors (US) LLC, a Delaware limited liability company (“KCA”);

(iii)        Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“Kohlberg Kravis Roberts &  Co.”);

(iv)        KKR & Co. GP LLC, a Delaware limited liability company (“KKR GP LLC”);

(v)         KKR Holdco LLC, a Delaware limited liability company (“KKRHoldco”);

(vi)        Powell Investors II Limited Partnership, a Cayman Islands limited partnership (“Powell”);

(vii)       KKR Special Situations Fund II Limited, a Cayman Islands limited company (“Fund II Limited”);

(viii)      KKR Special Situations (EEA) Fund II L.P., a limited partnership organized under the laws of England and Wales (“Fund II LP”);

(ix)        KKR Associates Special Situations (EEA) II Limited, a Cayman Islands limited company (“KKR Associates II”);

(x)         KKR Associates Special Situations (Offshore) II L.P., a Cayman Islands limited partnership (“KKR Associates Offshore II”);

(xi)        KKR Special Situations (Offshore) II Limited, a Cayman Islands limited company (“Offshore II Limited”);

(xiii)      KKR Group Partnership L.P., a Cayman Islands limited partnership (“KKR Group Partnership”);

(xiv)      KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);

(xv)       KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);

(xvi)      KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);

(xvii)     Henry R. Kravis, a United States citizen; and

(xviii)    George R. Roberts, a United States citizen (the entities and persons listed in items (i) through (xviii) are collectively referred to herein as the “Reporting Persons”).

KCA acts, including through its subsidiaries (including KCFA), as an investment advisor for a number of client accounts (the “Client Accounts”), which Client Accounts purchased the securities reported herein.  Kohlberg Kravis Roberts & Co. is the holder of all of the outstanding equity interests in KCA. KKR GP LLC is the general partner of Kohlberg Kravis Roberts & Co. KKR Holdco is the sole member of KKR GP LLC.

Fund II Limited is the general partner of Powell.  Fund II LP is the sole member of Fund II Limited.  KKR Associates II is the general partner of Fund II LP.  KKR Associates Offshore II is the controlling member of KKR Associates II.  Offshore II Limited is the general partner of KKR Associates Offshore II. KFN is a member of Offshore II Limited.    KKR Group Partnership is the sole member of KKR Holdco, is the sole member of KFN, is a member of Offshore II Limited and is an indirect general partner of certain of the other Client Accounts.

KKR Group Holdings is the general partner of KKR Group Partnership.  KKR & Co. is the sole shareholder of KKR Group Holdings. KKR Management is the Class B common stockholder of KKR & Co. Messrs. Kravis and Roberts are the founding partners of KKR Management.

The executive officers of KCA are Nathaniel Zilkha, Christopher Sheldon, Todd Builione, Noah Greenhill, Jeffrey B. Van Horn, and Annette O’Donnell-Butner. Mr. Van Horn is a director of Fund II Limited and KKR Associates II.  Each of Messrs. Van Horn and David J. Sorkin is a director of Offshore II Limited.  Each of Messrs. Scott C. Nuttall, Joseph Y. Bae, Robert H. Lewin and David J. Sorkin is a director of KKR Group Holdings. The executive officers of KKR Group Holdings and KKR & Co. are Messrs. Kravis, Roberts, Nuttall, Bae, Lewin and Sorkin. The directors of KKR & Co. are listed on amended and restated Annex A attached hereto (“Annex A”), which is incorporated herein by reference.  Each of Messrs. Nuttall, Bae, Sorkin, Zilkha, Sheldon, Builione, Greenhill, and Van Horn and Ms. O’Donnell-Butner is a United States citizen and Mr. Lewin is a Canadian citizen.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached as Exhibit A.

(b)           The address of the principal business office of the Reporting Persons and the individuals named in this Item 2, other than as noted below, is:

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

The address of the principal business office of KCA, KCFA, Powell, Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Messrs.  Sheldon and Van Horn and Ms.  O’Donnell-Butner is:

c/o KKR Credit Advisors (US) LLC

555 California Street, 50th Floor

San Francisco, CA 94104

(c)          Each of KFN, KKR Holdco, KKR Group Partnership, KKR Group Holdings, KKR & Co. and KKR Management is principally engaged as a holding company.

Powell is principally engaged in the business of investing in securities.  Fund II Limited, Fund II LP, KKR Associates II, KKR Associates Offshore II and Offshore II Limited are principally engaged in the business of being the general partner or member of investment entities affiliated with KKR Group Partnership, including, directly or indirectly, Powell.

Kohlberg Kravis Roberts & Co., KCA and KCFA are principally engaged in the investment management business.  KKR GP LLC is principally engaged as the general partner of Kohlberg Kravis Roberts & Co.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Lewin, Sorkin, Zilkha, Sheldon, Builione, Greenhill and Van Horn and Ms. O’Donnell-Butner is as an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annex A.

(d)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 is hereby amended by adding the following:

As previously disclosed, on December 2, 2019, KCA delivered a non-binding and preliminary proposal (the “December Proposal”) to the Issuer’s board of directors relating to a potential recapitalization of the Issuer and/or deleveraging transaction. Discussions regarding the December Proposal have shifted from a take private

 

transaction to a reorganization of the Issuer in which no assurances can be given that holders of the Issuer’s common stock will receive any consideration and in the event that holders receive consideration, no assurances can be given as to the amount of any such consideration.  No assurances can be given that a reorganization or any such alternative transaction will be agreed upon or consummated. There is no binding obligation on the part of the Issuer or KCA with respect to any transaction and neither the Issuer nor KCA is obligated to complete any transaction, and a binding commitment with respect to any transaction will result only from the execution and delivery of definitive documentation, and satisfaction of applicable closing conditions.

 

If any transaction is completed, one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D may result, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a reorganization or merger) involving the Issuer, other material changes in the Issuer’s business, or corporate structure, and the shares of Common Stock would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act and would be delisted from the New York Stock Exchange.

The Reporting Persons expect to continue to engage in discussions with management, the Board, the Issuer’s various stakeholders, potential debt and equity financing sources, and other relevant parties and may take other actions concerning any extraordinary corporate transaction (including but not limited to a reorganization or merger) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, governance, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing, or de-registration of the Issuer, which discussions may include proposing or considering proposals and counterproposals. Except as indicated above, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any other action specified in Items 4(a) to (j) of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons, the foregoing is subject to change at any time, and the Reporting Persons reserve their right to change their plans and intentions with respect to the Issuer, including in connection with any of the actions discussed in this Item 4, including, among others, any terms related to any revised proposal. Any action taken by the Reporting Persons may be effected at any time and from time to time, subject to any applicable limitations imposed by any applicable laws.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a)-(b) As an investment advisor or the parent of an investment advisor, to a number of Client Accounts, KCA may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,988,781 shares of Common Stock (the “Total Reported Shares”), which represents approximately 9.1% of the Common Stock outstanding, based on 32,916,020 shares of Common Stock outstanding as of November 6, 2019, as reported in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on November 7, 2019.

Powell has directly acquired, and may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 2,513,651 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 7.6% of the Common Stock outstanding. In addition, as an investment advisor to Powell and another Client Account, KCFA, a direct wholly-owned subsidiary of KCA, may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) a total of 2,621,439 shares of Common Stock (which, for the avoidance of doubt, are included in the Total Reported Shares), which represents approximately 8.0% of the Common Stock outstanding.

Each of Kohlberg Kravis Roberts & Co. (as the holder of all of the outstanding equity interests in KCA), KKR GP LLC (as the general partner of Kohlberg Kravis Roberts & Co.), KKR Holdco (as the sole member of KKR GP LLC), Fund II Limited (as the general partner of Powell), Fund II LP (as the sole member of Fund II Limited), KKR Associates II (as the general partner of Fund II LP), KKR Associates Offshore II (as the controlling member of KKR Associates II), Offshore II Limited (as the general partner of KKR Associates Offshore II), KFN (as a member of Offshore II Limited), KKR Group Partnership (as an indirect general partner of certain of the Client Accounts, including Powell and as the sole member of KKR Holdco, the sole member of KFN and a member of Offshore II Limited), 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. Kravis and Roberts (as the founding partners of KKR Management) may also be deemed to beneficially own some or all of the shares of Common Stock owned by the Client Accounts and reported herein.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.  The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this statement.

(c) None of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2, has engaged in any transaction in any shares of Common Stock during the past 60 days.

(d) The disclosure in Item 3 and Item 4 is incorporated herein by reference.

(e) As described above in the Explanatory Note, KKR Management Holdings L.P., KKR Management Holdings Corp. and KKR Fund Holdings GP Limited are no longer reporting persons on this Schedule 13D.

Item 6 is hereby amended by adding the following:

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Item 7 is hereby amended and restated as follows:

SIGNATURES

 

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 10, 2020

 

Annex A is hereby amended and restated as follows:

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Xavier Niel, who is a citizen of France.

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