Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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 B
Y 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:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
KKR BRIGHTVIEW AGGREGATOR GP LLC
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
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:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
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:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
|
|
KKR NORTH AMERICA XI LIMITED
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Director
|
|
|
KKR GROUP PARTNERSHIP L.P.
|
||
|
By: KKR Group Holdings Corp., general partner
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
KKR GROUP HOLDINGS CORP.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
KKR & CO. INC.
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
KKR MANAGEMENT LLP
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
|
|
HENRY R. KRAVIS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
Title:
|
Attorney-in-fact
|
|
|
GEORGE R. ROBERTS
|
||
|
By:
|
/s/ Terence P. Gallagher
|
|
|
Name:
|
Terence P. Gallagher
|
|
|
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
|